exv10w1






Exhibit 10.1




ENDEAVOUR INTERNATIONAL CORPORATION




$120,000,000

5.5% Convertible Senior Notes due 2016



Purchase Agreement




July 18, 2011




Citigroup Global Markets Inc.

Morgan Stanley & Co. LLC




c/o Citigroup Global Markets Inc.

388 Greenwich Street



New York, New York 10013



Ladies and Gentlemen:




          Endeavour International Corporation, a Nevada corporation (the “Company”), proposes to issue
and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), $120,000,000
principal amount of its 5.5% Convertible Senior Notes due 2016 (the “Firm Securities”). The Company
also proposes to grant to the Initial Purchasers an option to purchase up to $15,000,000 additional
principal amount of such 5.5% Convertible Senior Notes due 2016 to cover over-allotments, if any
(the “Option Securities” and, together with the Firm Securities, the “Securities”). The Securities
are to be issued under an indenture (the “Indenture”), to be dated as of the Closing Date, between
the Company, the guarantors listed in Schedule IV hereto (the “Guarantors”), and Wells Fargo Bank,
National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior
basis by each of the Guarantors (the “Guarantees”). The Securities will be convertible into shares
(the “Underlying Securities”) of common stock of the Company, par value $0.001 per share (the
“Common Stock”). The Company and the Guarantors are hereinafter referred to collectively as the
“Endeavour Parties.” Certain terms used herein are defined in Section 22 hereof.




          The sale of the Securities, the Underlying Securities and the Guarantees to the Initial
Purchasers will be made without registration of the Securities, the Underlying Securities and the
Guarantees under the Act in reliance upon exemptions from the registration requirements of the Act.




          In connection with the sale of the Securities, the Underlying Securities and the Guarantees,
the Company has prepared a preliminary offering memorandum, dated July 18, 2011 (as amended or
supplemented at the date thereof, including any and all exhibits thereto and any information
incorporated by reference therein, the “Preliminary Memorandum”), and a final offering memorandum,
dated July 18, 2011 (as amended or supplemented at the Execution Time, including any and all
exhibits thereto, the “Final Memorandum”). Each of the Preliminary Memorandum and the Final
Memorandum sets forth certain information concerning the Company, the Securities, the Underlying
Securities and the Guarantees. The Company hereby






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confirms that it has authorized the use of the Disclosure Package, the Preliminary Memorandum
and the Final Memorandum, and any amendment or supplement thereto, in connection with the offer and
sale of the Securities, the Underlying Securities and the Guarantees by the Initial Purchasers.
Unless stated to the contrary, any references herein to the terms “amend,” “amendment” or
“supplement” with respect to the Disclosure Package, the Preliminary Memorandum and the Final
Memorandum shall be deemed to refer to and include any information filed under the Exchange Act
subsequent to the Execution Time that is incorporated by reference therein and all references
herein to the terms “Disclosure Package” and “Final Memorandum” shall be deemed to mean and include
all information filed under the Exchange Act prior to the Execution Time and incorporated by
reference in the Disclosure Package or the Final Memorandum (“Incorporated Documents”).




          1. Representations and Warranties. Each of the Endeavour Parties, jointly and
severally, represents and warrants to, and agrees with, each Initial Purchaser as set forth below
in this Section 1.




          (a) The Preliminary Memorandum, at the date thereof, did not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. As of its date and
on the Closing Date and any settlement date, the Final Memorandum did not and will not (and any
amendment or supplement thereto, at the date thereof and at the Closing Date and on any settlement
date, will not) contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the Company makes no
representation or warranty as to the information contained in or omitted from the Preliminary
Memorandum or the Final Memorandum, or any amendment or supplement thereto, in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf of the Initial
Purchasers specifically for inclusion therein, it being understood and agreed that the only such
information furnished by or on behalf of any Initial Purchaser consists of the information
described as such in Section 8(b) hereof.




          (b) (i) The Disclosure Package, as of the Execution Time and (ii) any road show, when taken
together as a whole with the Disclosure Package, does not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The preceding
sentence does not apply to statements in or omissions from the foregoing based upon and in
conformity with written information furnished to the Company by any Initial Purchaser specifically
for use therein, it being understood and agreed that the only such information furnished by or on
behalf of any Initial Purchaser consists of the information described as such in Section 8(b)
hereof.




          (c) None of the Company, its Affiliates or any person acting on its or their behalf (other
than the Initial Purchasers) has, directly or indirectly, made offers or sales of any security, or
solicited offers to buy, any security under circumstances that would require the registration of
the Securities, the Underlying Securities and the Guarantees under the Act.







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          (d) None of the Company, its Affiliates or any person acting on its or their behalf (other
than the Initial Purchasers) has engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D) in connection with any offer or sale of the Securities, the
Underlying Securities and the Guarantees.




          (e) The Securities and the Guarantees satisfy the eligibility requirements of Rule 144A(d)(3)
under the Act.




          (f) Subject to compliance by the Initial Purchasers with their representations and warranties
contained herein, no registration under the Act of the Securities, the Underlying Securities and
the Guarantees or qualification of the Indenture under the Trust Indenture Act is required for the
offer and sale of the Securities, the Underlying Securities and the Guarantees to or by the Initial
Purchasers in the manner contemplated herein, in the Disclosure Package and the Final Memorandum.




          (g) Neither the Company nor any of its Subsidiaries is, and after giving effect to the
offering and sale of the Securities and the Guarantees and the application of the proceeds thereof
as described in the Disclosure Package and the Final Memorandum will be, an “investment company” as
defined in the Investment Company Act.




          (h) The Company has not paid or agreed to pay to any person any compensation for soliciting
another to purchase any securities of the Company (except as contemplated in this Agreement).




          (i) Each of the Company and its Subsidiaries has been duly formed and is validly existing in
good standing under the laws of the jurisdiction in which it is chartered or organized with full
power and authority to own or lease, as the case may be, and to operate its properties and conduct
its business as described in the Disclosure Package and the Final Memorandum, and is duly qualified
to do business and is in good standing under the laws of each jurisdiction which requires such
qualification, except for such jurisdictions where the failure to so qualify or to be in good
standing would not, individually or in the aggregate, result in a Material Adverse Effect (as
defined below).




          (j) All the outstanding shares of capital stock (or corresponding equity interest) of the
Company and each Subsidiary have been duly and validly authorized and issued and are fully paid and
nonassessable, and, except as otherwise set forth in the Disclosure Package and the Final
Memorandum and except as arise under or pursuant to the credit agreement dated August 16, 2010
between the Company, Endeavour Energy UK Limited, Cyan Partners, LP and various lenders listed
therein (the “Credit Agreement”), all outstanding shares of capital stock (or corresponding equity
interest) of the Subsidiaries are owned by the Company either directly or through wholly owned
Subsidiaries free and clear of any perfected security interest or any other security interests,
claims, liens or encumbrances; and, except as set forth in the Disclosure Package and the Final
Memorandum, no options, warrants or other rights to purchase, agreements or other obligations to
issue, or rights to convert any obligations into or exchange any securities for, shares of capital
stock of or ownership interests in the Company are outstanding.







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          (k) Each of the Securities, the Underlying Securities and the Guarantees and the Indenture
conforms in all material respects to the descriptions thereof contained in each of the Disclosure
Package and the Final Memorandum. The descriptions of statutes, legal, governmental and regulatory
proceedings and contracts and other documents insofar as such descriptions summarize legal matters,
agreements, documents or proceedings discussed therein, are accurate and fair descriptions of such
legal matters, agreements, documents or proceedings in all material respects.




          (l) The Company’s authorized equity capitalization is as set forth in the Disclosure Package
and the Final Memorandum; the outstanding shares of Common Stock have been duly authorized and
validly issued and are fully paid and nonassessable; the Underlying Securities reserved for
issuance upon conversion of the Securities have been duly authorized and, when issued in accordance
with the terms of the Securities, will be validly issued, fully paid and nonassessable and the
issuance of the Underlying Securities will not be subject to any preemptive or similar rights.




          (m) This Agreement has been duly authorized, executed and delivered by each of the Endeavour
Parties.




          (n) The Indenture has been duly authorized by the Company and each of the Guarantors and,
assuming due authorization, execution and delivery thereof by the Trustee, when executed and
delivered by the Company and the Guarantors, will constitute a legal, valid and binding instrument
enforceable against the Company and each of the Guarantors in accordance with its terms (subject,
as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
or other laws affecting creditors’ rights generally from time to time in effect and to general
principles of equity).




          (o) The Securities have been duly authorized by the Company, and, when executed and
authenticated in accordance with the provisions of the Indenture and delivered to and paid for by
the Initial Purchasers, will have been duly executed and delivered by the Company and will
constitute the legal, valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms (subject, as to the enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights
generally from time to time in effect and to general principles of equity), and will be entitled to
the benefits of the Indenture and will be convertible into the Underlying Securities in accordance
with their terms; and the Guarantees have been duly authorized by each of the Guarantors and, when
the Securities have been duly executed, authenticated, issued and delivered in accordance with the
provisions of the Indenture and paid for by the Initial Purchasers, will constitute the legal,
valid and binding obligations of each of the Guarantors, enforceable against each of the Guarantors
in accordance with their terms (subject, as to the enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights
generally from time to time in effect and to general principles of equity), and will be entitled to
the benefits of the Indenture.




          (p) No consent, approval, authorization, filing with or order of any court or governmental
agency or body is required in connection with the transactions contemplated herein






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or in the Indenture, except such as may be required under the blue sky laws of any
jurisdiction in which the Securities are offered and sold.




          (q) None of the execution and delivery of this Agreement or the Indenture, the issuance and
sale of the Securities, the Underlying Securities and the Guarantees, the consummation of any other
of the transactions contemplated in this Agreement or the Indenture, the application of the
proceeds therefrom as set forth in the Disclosure Package or the fulfillment of the terms hereof or
thereof will conflict with, require any other consent under, result in a breach or violation of, or
imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of
its Subsidiaries pursuant to (i) the organizational documents of the Company or any of its
Subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note
agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to
which the Company or any of its Subsidiaries is a party or bound or to which its or their property
is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to
the Company or any of its Subsidiaries of any court, regulatory body, administrative agency,
governmental body, arbitrator or other authority having jurisdiction over the Company or any of its
Subsidiaries or any of its or their properties, except, with respect to clauses (ii) and (iii)
only, for such defaults or violations as would not, individually or in the aggregate, result in a
Material Adverse Effect and except for such as have been obtained.




          (r) The consolidated historical financial statements and schedules of the Company and its
consolidated Subsidiaries included in the Disclosure Package and the Final Memorandum present
fairly the financial condition, results of operations and cash flows of the Company as of the dates
and for the periods indicated, comply as to form in all material respects with the applicable
accounting requirements of Regulation S-X and have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis throughout the periods involved
(except as otherwise noted therein). The selected financial data set forth under the captions
“Summary Historical Consolidated Financial Data” and “Selected Consolidated Historical Financial
Data” in the Preliminary Memorandum and the Final Memorandum fairly present, on the basis stated in
the Preliminary Memorandum and the Final Memorandum, the information included therein. The other
financial, reserve and statistical data contained in the Preliminary Memorandum and the Final
Memorandum (and any amendment or supplement thereto) are accurately and fairly presented and
prepared on a basis consistent with the financial statements and books and records of the Company
and its Subsidiaries. There are no financial statements (historical or pro forma) that would be
required to be included or incorporated by reference in a prospectus filed with the Commission
under the Act or the Exchange Act in connection with the Company’s pending acquisition of acreage
and related midstream assets in the Marcellus shale play that are not included or incorporated by
reference as required.




          (s) As of March 31, 2011, the Company had or would have had, on the consolidated historical,
as adjusted, and as further adjusted basis as indicated in the Disclosure Package and the Final
Memorandum, a capitalization as set forth therein under the heading “Capitalization.”




          (t) No action, suit or proceeding by or before any court or governmental agency, authority or
body or any arbitrator involving the Company or any of its Subsidiaries or its or






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their property is pending or, to the best knowledge of the Endeavour Parties, threatened that
could reasonably be expected to (A) have a material adverse effect on the condition (financial or
otherwise), prospects, earnings, business or properties of the Company and its Subsidiaries, taken
as a whole, whether or not arising from transactions in the ordinary course of business or (B)
prevent or materially interfere with the ability of the Endeavour Parties to perform their
respective obligations under this Agreement or the Indenture or consummate any of the transactions
contemplated hereby or thereby (the occurrence of any such effect or any such prevention or
interference or any such result described in the foregoing clauses (A) and (B) being herein
referred to as a “Material Adverse Effect”), except as set forth in or contemplated in the
Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto).




          (u) Each of the Company and its Subsidiaries owns or leases all such properties as are
necessary to the conduct of its operations as presently conducted or to be conducted on the Closing
Date.




          (v) Neither the Company nor any Subsidiary is in violation or default of (i) any provision of
its organizational documents, (ii) the terms of any indenture, contract, lease, mortgage, deed of
trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or
instrument to which it is a party or bound or to which its property is subject, or (iii) any
statute, law, rule, regulation, judgment, order or decree of any court, regulatory body,
administrative agency, governmental body, arbitrator or other authority having jurisdiction over
the Company or such Subsidiary or any of its properties, as applicable, except, with respect to
clauses (ii) and (iii) only, for such defaults or violations as would not, individually or in the
aggregate, result in a Material Adverse Effect.




          (w) KPMG LLP, who has certified certain financial statements of the Company and its
consolidated Subsidiaries and delivered their report with respect to the audited consolidated
financial statements and schedules included in the Disclosure Package and the Final Memorandum, are
independent public accountants with respect to the Company within the meaning of the Act and the
applicable published rules and regulations thereunder.




          (x) Each of the Company and its Subsidiaries has filed all tax returns that are required to be
filed or has requested extensions thereof (except in any case in which the failure so to file would
not have a Material Adverse Effect and except as set forth in or contemplated in the Disclosure
Package and the Final Memorandum (exclusive of any amendment or supplement thereto)) and has paid
all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to
the extent that any of the foregoing is due and payable, except for any such assessment, fine or
penalty that is currently being contested in good faith or as would not have a Material Adverse
Effect, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum
(exclusive of any amendment or supplement thereto).




          (y) No labor problem or dispute with the employees of the Company or any of its Subsidiaries
exists or to the best knowledge of the Endeavour Parties, is threatened or imminent, and the
Endeavour Parties are not aware of any existing or imminent labor disturbance by the employees of
any of the Company’s or its Subsidiaries’ principal suppliers, contractors or customers, that would
have a Material Adverse Effect, except as set forth in or contemplated in






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the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement
thereto).




          (z) Netherland, Sewell & Associates, Inc., who issued a report with respect to the Company’s
oil and natural gas reserves at December 31, 2010, 2009 and 2008 and who has delivered the letter
referred to in Section 6(h) hereof, was, as of the date of such report, and is, as of the date
hereof, an independent petroleum engineer with respect to the Company.




          (aa) The estimates of net proved oil and gas reserves of the Company as of December 31, 2010,
2009 and 2008 (the “proved reserve estimates”) and the estimates of net proved plus probable oil
and gas reserves of the Company as of December 31, 2010 (the “2P reserve estimates”) contained in
the Disclosure Package and the Final Memorandum were prepared by or audited by Netherland, Sewell &
Associates, Inc.; the proved reserve estimates, the 2P reserve estimates and the estimates of net
probable oil and gas reserves of the Company as of December 31, 2010 included in the Disclosure
Package and the Final Memorandum fairly reflect, in all material respects, the oil and gas reserves
of the Company at the dates indicated therein and are in accordance with the Commission guidelines
applicable thereto applied on a consistent basis throughout the periods involved.




          (bb) The organizational documents of the Company and each of its Subsidiaries have been duly
authorized, executed and delivered by the Company or such Subsidiary, as the case may be, and are
enforceable against the respective parties thereto in accordance with their terms (subject, as to
the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or
other laws affecting creditors’ rights generally from time to time in effect, to general principles
of equity and public policy, applicable law relating to fiduciary duties and indemnification and
contribution and an implied covenant of good faith and fair dealing).




          (cc) The Company and each of its Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are customary in the businesses
in which they are engaged; all policies of insurance insuring the Company or any of its
Subsidiaries or their respective businesses, assets, employees, officers and directors are in full
force and effect; the Company and its Subsidiaries are in compliance with the terms of such
policies and instruments in all material respects; and there are no claims by the Company or any
such Subsidiary under any such policy or instrument as to which any insurance company is denying
liability or defending under a reservation of rights clause; neither the Company nor any such
Subsidiary has been refused any insurance coverage sought or applied for; and neither the Company
nor any of its Subsidiaries has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a cost that would not have a
Material Adverse Effect except as set forth in or contemplated in the Disclosure Package and the
Final Memorandum (exclusive of any amendment or supplement thereto).




          (dd) No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends
to the Company, from making any other distribution on such Subsidiary’s capital stock (or
corresponding equity interest), from repaying to the Company any loans or advances to






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such Subsidiary from the Company or from transferring any of such Subsidiary’s property or
assets to the Company or any other Subsidiary of the Company, except as described in or
contemplated by the Disclosure Package and the Final Memorandum (exclusive of any amendment or
supplement thereto).




          (ee) The Company and its Subsidiaries possess all licenses, certificates, permits and other
authorizations issued by all applicable authorities necessary to conduct their respective
businesses, and neither the Company nor any such Subsidiary has received any notice of proceedings
relating to the revocation or modification of any such license, certificate, authorization or
permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would have a Material Adverse Effect, except as set forth in or contemplated in the
Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto).




          (ff) The Company and each of its Subsidiaries maintain a system of internal accounting
controls sufficient to provide reasonable assurance that (i) transactions are executed in
accordance with management’s general or specific authorizations; (ii) transactions are recorded as
necessary to permit preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (iii) access to assets is permitted
only in accordance with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. The Company and the Subsidiaries’
internal controls over financial reporting are effective and the Endeavour Parties are not aware of
any material weakness in their internal control over financial reporting.




          (gg) The Company and its Subsidiaries maintain “disclosure controls and procedures” (as such
term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures
are effective.




          (hh) None of the Endeavour Parties has taken, directly or indirectly, any action designed to
or that would constitute or that could reasonably be expected to cause or result in, under the
Exchange Act or otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities and the Guarantees.




          (ii) Since March 31, 2010, none of the Company or any of its Subsidiaries has sustained any
material loss or interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or governmental action,
investigation, order or decree, otherwise than as set forth or contemplated in the Disclosure
Package and the Final Memorandum. Except as disclosed in the Disclosure Package and the Final
Memorandum (or any amendment or supplement thereto), subsequent to the respective dates as of which
such information is given in the Disclosure Package and the Final Memorandum (or any amendment or
supplement thereto), (i) none of the Company or any of its Subsidiaries has incurred any liability
or obligation, indirect, direct or contingent, or entered into any transactions, not in the
ordinary course of business, that, individually or in the aggregate, is material to the Company and
its Subsidiaries, taken as a whole, (ii) there has not been any material change in the
capitalization or material increase in the short-term debt or long-term debt of the Company or any
of its Subsidiaries and (iii) there has not been any material






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adverse change, or any development involving, individually or in the aggregate, a prospective
material adverse change in or affecting the general affairs, condition (financial or other),
business, prospects, assets or results of operations of the Company and its Subsidiaries.




          (jj) The Company and its Subsidiaries are (i) in compliance with any and all applicable
foreign, federal, state and local laws and regulations relating to the protection of human health
and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants
(“Environmental Laws”), (ii) have received and are in compliance with all permits, licenses or
other approvals required of them under applicable Environmental Laws to conduct their respective
businesses and (iii) have not received notice of any actual or potential liability under any
Environmental Law, except where such non-compliance with Environmental Laws, failure to receive
required permits, licenses or other approvals, or liability would not, individually or in the
aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure
Package and the Final Memorandum (exclusive of any amendment or supplement thereto). Except as set
forth in the Disclosure Package and the Final Memorandum, neither the Company nor any of the
Subsidiaries has been named as a “potentially responsible party” under the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended.




          (kk) In the ordinary course of its business, the Company periodically reviews the effect of
Environmental Laws on the business, operations and properties of the Company and its Subsidiaries,
in the course of which it identifies and evaluates associated costs and liabilities (including,
without limitation, any capital or operating expenditures required for clean-up, closure of
properties or compliance with Environmental Laws, or any permit, license or approval, any related
constraints on operating activities and any potential liabilities to third parties). On the basis
of such review, the Company has reasonably concluded that such associated costs and liabilities
would not, singly or in the aggregate, have a Material Adverse Effect, except as set forth in or
contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or
supplement thereto).




          (ll) None of the following events has occurred or exists: (i) a failure to fulfill the
obligations, if any, under the minimum funding standards of Section 302 of the United States
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the regulations and
published interpretations thereunder with respect to a Plan, determined without regard to any
waiver of such obligations or extension of any amortization period; (ii) an audit or investigation
by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty
Corporation or any other federal or state governmental agency or any foreign regulatory agency with
respect to the employment or compensation of employees by any of the Company or any of its
Subsidiaries that could have a Material Adverse Effect; (iii) any breach of any contractual
obligation, or any violation of law or applicable qualification standards, with respect to the
employment or compensation of employees by the Company or any of its Subsidiaries that could have a
Material Adverse Effect. None of the following events has occurred or is reasonably likely to
occur: (i) a material increase in the aggregate amount of contributions required to be made to all
Plans in the current fiscal year of the Company and its Subsidiaries compared to the amount of such
contributions made in the most recently completed fiscal year of the Company and its Subsidiaries;
(ii) a material increase in the “accumulated post-retirement benefit obligations” (within the
meaning of Statement of Financial Accounting Standards 106) of the






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Company and its Subsidiaries compared to the amount of such obligations in the most recently
completed fiscal year of the Company and its Subsidiaries; (iii) any event or condition giving rise
to a liability under Title IV of ERISA that could have a Material Adverse Effect; or (iv) the
filing of a claim by one or more employees or former employees of the Company or any of its
Subsidiaries related to their employment that could have a Material Adverse Effect. For purposes
of this paragraph, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA)
subject to Title IV of ERISA with respect to which the Company or any of its Subsidiaries may have
any liability.




          (mm) There is and has been no failure on the part of the Company and any of the Company’s
directors or officers, in their capacities as such, to comply with any provision of the
Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the
“Sarbanes-Oxley Act”), including Section 402 relating to loans and Sections 302 and 906 relating to
certifications.




          (nn) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Endeavour
Parties, any director, officer, agent, employee or Affiliate of the Company or any of its
Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a
violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules
and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or
any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment,
promise to pay or authorization of the payment of any money, or other property, gift, promise to
give, or authorization of the giving of anything of value to any “foreign official” (as such term
is defined in the FCPA) or any foreign political party or official thereof or any candidate for
foreign political office, in contravention of the FCPA; and the Company, its Subsidiaries and, to
the knowledge of the Endeavour Parties, its Affiliates, have conducted their businesses in
compliance with the FCPA and have instituted and maintain policies and procedures designed to
ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.




          (oo) The operations of the Company and its Subsidiaries are and have been conducted at all
times in compliance with applicable financial recordkeeping and reporting requirements and the
money laundering statutes and the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company or any of
its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the
Endeavour Parties, threatened.




          (pp) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Endeavour
Parties, any director, officer, agent, employee or Affiliate of the Company or any of its
Subsidiaries is currently subject to any sanctions administered by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly
use the proceeds of the offering of the Securities and the Guarantees, or lend, contribute or
otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or
entity, for the purpose of financing the activities of any person currently subject to any U.S.
sanctions administered by OFAC.







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          (qq) The Subsidiaries, after excluding Endeavour Operating Corporation, a Delaware corporation
(“Endeavour Operating”), and Endeavour Energy UK Limited, a company organized under the laws of the
United Kingdom (“Endeavour Energy UK”), did not, individually or in aggregate, account for more
than 10% of the consolidated net income of the Company and its Subsidiaries for the year ended
December 31, 2010.




          Any certificate signed by any officer of the Company or any Guarantor and delivered to the
Initial Purchasers or counsel for the Initial Purchasers in connection with the offering of the
Securities and the Guarantees shall be deemed a representation and warranty by the Company or such
Guarantor, as the case may be, as to matters covered thereby, to each Initial Purchaser.




          2. Purchase and Sale.




          (a) Subject to the terms and conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to each Initial Purchaser, and each Initial
Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of
96.75% of the principal amount thereof, plus accrued interest, if any, from July 22, 2011 to the
Closing Date, the principal amount of Firm Securities set forth opposite such Initial Purchaser’s
name in Schedule I hereto.




          (b) Subject to the terms and conditions and in reliance upon the representations and
warranties herein set forth, the Company hereby grants an option to the several Initial Purchasers
to purchase, severally and not jointly, the Option Securities at the same purchase price as Initial
Purchasers shall pay for the Firm Securities, plus accrued interest, if any, from July 22, 2011 to
the settlement date for the Option Securities. The option may be exercised only to cover
over-allotments in the sale of the Firm Securities by the Initial Purchasers. The option may be
exercised in whole or in part at any time or from time to time on or before the 30th day after the
date of the Final Memorandum upon written or telephonic notice by the Initial Purchasers to the
Company setting forth the principal amount of Option Securities as to which the several Initial
Purchasers are exercising the option and the settlement date. Delivery of the Option Securities,
and payment therefor, shall be made as provided in Section 3 hereof. The principal amount of
Option Securities to be purchased by each Initial Purchaser shall be the same percentage of the
total principal amount of Option Securities to be purchased by the several Initial Purchasers as
such Initial Purchaser is purchasing of the Firm Securities, subject to such adjustments as you in
your absolute discretion shall make to eliminate any fractional Securities.




          3. Delivery and Payment. Delivery of and payment for the Firm Securities, the
Guarantees and the Option Securities (if the option provided for in Section 2(b) hereof shall have
been exercised on or before the first Business Day immediately preceeding the Closing Date) shall
be made at 10:00 a.m., New York City time, on July 22, 2011, or at such time on such later date not
more than three Business Days after the foregoing date as the Initial Purchasers shall designate,
which date and time may be postponed by agreement between the Initial Purchasers and the Company or
as provided in Section 9 hereof (such date and time of delivery and payment for the Securities and
the Guarantees being herein called the “Closing Date”). Delivery of the Securities and the
Guarantees shall be made to the respective accounts of the Initial Purchasers against payment by
the Initial Purchasers of the purchase price thereof to or upon the order of the






11









 







Company by wire transfer payable in same-day funds to the account specified by the Company.
Delivery of the Firm Securities, the Guarantees and, if applicable, the Option Securities shall be
made by delivery of one or more certificates in global form representing such Securities at such
location as Citigroup shall reasonably designate at least one Business Day in advance of the
Closing Date. The global certificates representing the Firm Securities and, if applicable, the
Option Securities shall be registered in such names and in such denominations as Citigroup may
request not less than two Business Days in advance of the Closing Date. The Company agrees to have
such Securities available for inspection, checking and packaging by the Initial Purchasers or
counsel for the Initial Purchasers at One Shell Plaza, 910 Louisiana, Houston, Texas 77002, not
later than 5:00 PM on the Business Day prior to the Closing Date.




          (a) If the option provided for in Section 2(b) hereof is exercised after the first Business
Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the
expense of the Company) to the Initial Purchasers on the date specified by the Initial Purchasers
(which shall be within three Business Days after exercise of said option) for the respective
accounts of the Initial Purchasers, against payment by the Initial Purchasers of the purchase price
thereof to or upon the order of the Company by wire transfer payable in same-day funds to the
account specified by the Company. If settlement for the Option Securities occurs after the Closing
Date, the Company will deliver to the Initial Purchasers on the settlement date for the Option
Securities, and the obligation of the Initial Purchasers to purchase the Option Securities shall be
conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such
date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6
hereof.




          4. Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the
Securities, the Underlying Securities and the Guarantees have not been and will not be registered
under the Act and may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Act.




          (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees
with the Company that:





     (i) it has not offered or sold, and will not offer or sell, any Securities or
Guarantees within the United States or to, or for the account or benefit of, U.S.
persons as part of their distribution at any time, except to those it reasonably
believes to be “qualified institutional buyers” (as defined in Rule 144A under the
Act).




     (ii) neither it nor any person acting on its behalf has made or will make
offers or sales of the Securities in the United States by means of any form of
general solicitation or general advertising (within the meaning of Regulation D) in
the United States;




     (iii) in connection with each sale pursuant to Section 4(b)(i)(A), it has taken
or will take reasonable steps to ensure that the purchaser of such Securities is
aware that such sale may be made in reliance on Rule 144A; and



12









 






     (iv) it is an “accredited investor” (as defined in Rule 501(a) of Regulation
D).



          5. Agreements. Each of the Endeavour Parties, jointly and severally, agrees with each
Initial Purchaser that:




          (a) The Company will furnish to each Initial Purchaser and to counsel for the Initial
Purchasers, without charge, prior to the completion of the distribution of the Securities by the
Initial Purchasers (as determined by the Initial Purchasers), as many copies of the Preliminary
Memorandum and the Final Memorandum and any amendments and supplements thereto as they may
reasonably request.




          (b) The Company will prepare a final term sheet, containing solely a description of final
terms of the Securities and the Guarantees and the offering thereof, in the form approved by you
and attached as Schedule II hereto.




          (c) The Company will not amend or supplement the Disclosure Package or the Final Memorandum,
other than by filing documents under the Exchange Act that are incorporated by reference therein,
without the prior written consent of the Initial Purchasers; provided, however, that prior to the
completion of the distribution of the Securities by the Initial Purchasers (as determined by the
Initial Purchasers), the Company will not file any document under the Exchange Act that is
incorporated by reference in the Disclosure Package or the Final Memorandum unless, prior to such
proposed filing, the Company has furnished the Initial Purchasers with a copy of such document for
their review and the Initial Purchasers have not reasonably objected to the filing of such
document. The Company will promptly advise the Initial Purchasers when any document filed under
the Exchange Act that is incorporated by reference in the Disclosure Package or the Final
Memorandum shall have been filed with the Commission.




          (d) If at any time prior to the completion of the distribution of the Securities by the
Initial Purchasers (as determined by the Initial Purchasers), any event occurs as a result of which
the Disclosure Package or the Final Memorandum, as then amended or supplemented, would include any
untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made or the
circumstances then prevailing, not misleading, or if it should be necessary to amend or supplement
the Disclosure Package or the Final Memorandum to comply with applicable law, the Company will
promptly (i) notify the Initial Purchasers of any such event; (ii) subject to the requirements of
Section 5(c), prepare an amendment or supplement that will correct such statement or omission or
effect such compliance; and (iii) supply any supplemented or amended Disclosure Package or Final
Memorandum to the several Initial Purchasers and counsel for the Initial Purchasers without charge
in such quantities as they may reasonably request.




          (e) Without the prior written consent of the Initial Purchasers, the Company has not given and
will not give to any prospective purchaser of the Securities any written information concerning the
offering of the Securities other than materials contained in the Disclosure Package, the Final
Memorandum or any other offering materials prepared by the Initial Purchasers.







13









 








          (f) The Company will arrange, if necessary, for the qualification of the Securities and the
Guarantees for sale by the Initial Purchasers under the laws of such jurisdictions as the Initial
Purchasers may designate and will maintain such qualifications in effect so long as required for
the sale of the Securities and the Guarantees; provided that in no event shall the Company be
obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take
any action that would subject it to service of process in suits, other than those arising out of
the offering or sale of the Securities and the Guarantees, in any jurisdiction where it is not now
so subject. The Company will promptly advise the Initial Purchasers of the receipt by the Company
of any notification with respect to the suspension of the qualification of the Securities and the
Guarantees for sale in any jurisdiction or the initiation or threatening of any proceeding for such
purpose.




          (g) During the period from the Closing Date until one year after the Closing Date, or any
settlement date, if applicable, without the prior written consent of the Initial Purchasers, the
Company will not, and will not permit any of its Affiliates to, resell any of the Securities or
Underlying Securities which constitute “restricted securities” under Rule 144 that have been
reacquired by any of them.




          (h) None of the Company, its Affiliates, or any person acting on its or their behalf will,
directly or indirectly, make offers or sales of any security, or solicit offers to buy any
security, under circumstances that would require the registration of the Securities, the Underlying
Securities or the Guarantees under the Act.




          (i) Any information provided by the Company, its Affiliates or any person acting on its or
their behalf to publishers of publicly available databases about the terms of the Securities shall
include a statement that the Securities have not been registered under the Act and are subject to
restrictions under Rule 144A under the Act;




          (j) None of the Company, its Affiliates, or any person acting on its or their behalf will
engage in any form of general solicitation or general advertising (within the meaning of Regulation
D) in connection with any offer or sale of the Securities in the United States.




          (k) For so long as any of the Securities are outstanding and are “restricted securities”
within the meaning of Rule 144(a)(3) under the Act, the Company, during any period in which it is
not subject to and in compliance with Section 13 or 15(d) of the Exchange Act or it is not exempt
from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the
Exchange Act, will provide to each holder of such restricted securities and to each prospective
purchaser (as designated by such holder) of such restricted securities, upon the request of such
holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under
the Act. This covenant is intended to be for the benefit of the holders, and the prospective
purchasers designated by such holders, from time to time of such restricted securities.




          (l) The Company will cooperate with the Initial Purchasers and use commercially reasonable
efforts to permit the Securities to be eligible for clearance and settlement through The Depository
Trust Company.







14









 








          (m) The Company will reserve and keep available at all times, free of pre-emptive rights, the
full number of Underlying Securities.




          (n) Each of the Securities and the Underlying Securities will bear, to the extent applicable,
the legend contained in “Notice to Investors” in the Preliminary Memorandum and the Final
Memorandum for the time period and upon the other terms stated therein.




          (o) The Company will not for a period of 60 days following the Execution Time, directly or
indirectly, without the prior written consent of the Initial Purchasers offer, sell, contract to
sell, pledge, otherwise dispose of, enter into any transaction which is designed to, or might
reasonably be expected to, result in the disposition (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise) by the Company or any Affiliate of the
Company or any Affiliate of the Company or any person in privity with the Company or any Affiliate
of the Company of, file (or participate in the filing of) a registration statement with the
Commission in respect of, or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the Exchange Act in respect
of, any shares of capital stock of the Company or any securities convertible into, or exercisable
or exchangeable for, shares of capital stock of the Company (other than the Securities), or
publicly announce an intention to effect any such transaction; provided, however,
that the Company may (i) issue and sell Common Stock or securities convertible into or exchangeable
for Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend
reinvestment plan of the Company described in the Disclosure Package and the Final Memorandum and
in effect at the Execution Time, (ii) issue Common Stock issuable upon the conversion of securities
or the exercise of warrants outstanding at the Execution Time and described in the Disclosure
Package and the Final Memorandum and (iii) file any registration statement with the Commission on
Form S-8 relating to the offering of securities pursuant to any employee stock option plan, stock
ownership plan or dividend reinvestment plan of the Company described in the Disclosure Package and
the Final Memorandum and in effect at the Execution Time.




          (p) None of the Endeavour Parties will take, directly or indirectly, any action designed to,
or that would constitute or that could reasonably be expected to, cause or result in, under the
Exchange Act or otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.




          (q) Between the date hereof and the Closing Date, the Company will not do or authorize any act
or thing that would result in an adjustment of the conversion price of the Securities.




          (r) The Endeavour Parties will apply the net proceeds from the sale of the Securities and the
Guarantees in the manner described in each of the Disclosure Package and the Final Memorandum under
the heading “Use of Proceeds.”




          (s) The Company agrees to pay the costs and expenses relating to the following matters: (i)
the preparation of the Indenture and the issuance of the Securities, the Guarantees and the Common
Stock upon conversion of the Securities and the fees of the Trustee (including related fees and
expenses of any counsel to the Trustee); (ii) the preparation, printing or






15









 







reproduction of the Preliminary Memorandum and the Final Memorandum and each amendment or
supplement to either of them; (iii) the printing (or reproduction) and delivery (including postage,
air freight charges and charges for counting and packaging) of such copies of the Preliminary
Memorandum and the Final Memorandum, and all amendments or supplements to either of them, as may,
in each case, be reasonably requested for use in connection with the offering and sale of the
Securities and the Guarantees; (iv) the preparation, printing, authentication, issuance and
delivery of certificates for the Securities and the Guarantees; (v) any stamp or transfer taxes in
connection with the original issuance and sale of the Securities and the Guarantees; (vi) the
printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other
agreements or documents printed (or reproduced) and delivered in connection with the offering of
the Securities and the Guarantees; (vii) any registration or qualification of the Securities and
the Guarantees for offer and sale under the securities or blue sky laws of the several states
(including filing fees and the reasonable fees and expenses of counsel for the Initial Purchasers
relating to such registration and qualification); (viii) the transportation and other expenses
incurred by or on behalf of Company representatives in connection with presentations to prospective
purchasers of the Securities and the Guarantees; (ix) the fees and expenses of the Company’s
accountants and the fees and expenses of counsel (including local and special counsel) for the
Company; (x) all expenses and application fees incurred in connection with the approval of the
Securities for book-entry transfer by DTC; and (xi) all other costs and expenses incident to the
performance by the Endeavour Parties of their obligations hereunder.




          (t) The Company will use its reasonable best efforts to cause the Underlying Securities to be
approved for listing on the New York Stock Exchange.




          (u) The Company will comply with any requirements of the UK Listing Rules or the London Stock
Exchange applicable to the Securities or the Underlying Securities.




          6. Conditions to the Obligations of the Initial Purchasers. The obligations of the
Initial Purchasers to purchase the Firm Securities, the Guarantees and the Option Securities, as
the case may be, shall be subject to the accuracy of the representations and warranties of the
Endeavour Parties contained herein at the Execution Time and the Closing Date (except to the extent
such representations and warranties expressly relate to a specific earlier date (in which case such
representations and warranties shall be true and correct as of such specified earlier date)), to
the accuracy of the statements of the Endeavour Parties made in any certificates pursuant to the
provisions hereof, to the performance by the Endeavour Parties of their obligations hereunder and
to the following additional conditions:




          (a) The Company shall have requested and caused Vinson & Elkins LLP, counsel for the Endeavour
Parties, to furnish to the Initial Purchasers its opinion, dated the Closing Date, and addressed to
the Initial Purchasers, to the effect that:





     (i) assuming (i) the accuracy of the representations and warranties of the
Endeavour Parties and the Initial Purchasers set forth in this Agreement, (ii) the
due performance by the Endeavour Parties and the Initial Purchasers of the covenants
and agreements set forth in this Agreement, (iii) the compliance by the Initial
Purchasers with the offering and transfer procedures and restrictions



16









 






described in the Offering Memorandum, and (iv) that each of the Initial
Purchasers is an “accredited investor” as defined in Rule 501(a)(1) under the
Securities Act, (a) the offer, sale and delivery of the Securities and the
Guarantees to the Initial Purchasers by the Issuers, (b) the initial resale of the
Securities and the Guarantees by the Initial Purchasers, each in the manner
contemplated by this Agreement and the Disclosure Package and the Final Memorandum
or (c) or the issuance of the Underlying Securities, do not require registration
under the Securities Act, provided, however, that such counsel need not express any
opinion as to any subsequent reoffer or resale of any of the Securities; and the
Indenture does not require qualification under the Trust Indenture Act;




     (ii) (a) each of Endeavour Operating, Endeavour Energy New Ventures, Inc., a
Delaware corporation (“Endeavour New Ventures”), END Management Company, a Delaware
corporation (“END Management”), and Endeavour Energy UK is validly existing in good
standing under the laws of the jurisdiction in which it is chartered or organized,
(b) each of the Guarantors has full corporate power and authority to own or lease
its properties, as the case may be, and conduct its business as described in the
Disclosure Package and the Final Memorandum, and (c) each of the Endeavour Parties
is in good standing under the laws of the jurisdictions set forth on Schedule III;




     (iii) to the knowledge of such counsel, (A) there is no pending or threatened
action, suit or proceeding by or before any court or governmental agency, authority
or body to which the Company or any of its Subsidiaries is a party or to which any
of their respective properties are subject, of a character required to be disclosed
in the Incorporated Documents which is not disclosed in the Incorporated Documents
as required, and (B) there is no contract or other document of a character required
to be described in the Incorporated Documents or to be filed as an exhibit thereto,
which is not described or filed as required; and the section of the Disclosure
Package and the Final Memorandum entitled “Certain United States Federal Income Tax
Consequences for Non-U.S. Holders of the Notes,” insofar as it purports to
constitute a summary of United States federal tax law and regulations or legal
conclusions with respect thereto, constitutes an accurate summary of the matters
described therein in all material respects, subject to the assumptions and
qualifications set forth therein; and the statements contained or incorporated by
reference in the Disclosure Package and the Final Memorandum under the captions,
“Business—Environmental Matters and Regulation” and “Business—Regulations,”
insofar as they refer to statements of law or legal conclusions, accurately
describe, in all material respects, the statutes and regulations addressed thereby;




     (iv) the statements in the Disclosure Package and the Final Memorandum under
the captions “Description of the Notes” and “Description of Other Indebtedness,”
insofar as they purport to constitute summaries of the documents, including the
Securities and the Guarantees described therein, are accurate in all material
respects;



17









 






     (v) none of the Endeavour Parties is and, after giving effect to the offering
and sale of the Securities and the Guarantees and the application of the proceeds
therefrom as described in the Disclosure Package and the Final Memorandum, will be,
an “investment company” as defined in the Investment Company Act;




     (vi) no consent, approval, authorization, filing with or order of any court or
governmental agency or body is required in connection with the transactions
contemplated herein or in the Indenture, except such as may be required under the
Securities Act, the Trust Indenture Act or the blue sky laws of any jurisdiction in
connection with the purchase and distribution of the Securities and the Guarantees
by the Initial Purchasers in the manner contemplated in this Agreement, the
Disclosure Package and the Final Memorandum, such other approvals (specified in such
opinion) as have been obtained;




     (vii) none of the execution and delivery of the Indenture or this Agreement,
the issuance and sale of the Securities and the Guarantees, nor the consummation of
any other of the transactions contemplated herein or therein, including the issuance
of the Common Stock upon conversion of the Securities, nor the fulfillment of the
terms hereof or thereof will conflict with, or result in a breach, or violation of,
any of the terms or provisions of, or constitute a default under (A), or result in
the creation or imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any of its subsidiaries pursuant to, any indenture,
contract, lease, mortgage, deed of trust, note agreement, loan agreement or other
agreement, obligation, condition, covenant or instrument filed or incorporated by
reference as an exhibit to the Incorporated Documents (such documents collectively,
the “Applicable Contracts”), (B) any federal or Texas state law, regulation or rule,
the Delaware General Corporation Law, regulation or rule or, to our knowledge and
without having investigated governmental records or court dockets, any decree,
judgment or order applicable to the Company or its Subsidiaries or (C) the
organizational documents of the Guarantors or Endeavour Energy UK, except, in the
case of clauses (A) and (B) above, for any such conflict, breach, violation,
default, lien, charge or encumbrance that would not, individually or in the
aggregate, have a Material Adverse Effect. With respect to clause (B) above, such
counsel need express no opinion as to the application of any state securities or
blue sky laws or federal or state antifraud laws, rules or regulations;




     (viii) this Agreement has been duly executed and delivered by the Company and
duly authorized, executed and delivered by each of the Guarantors;




     (ix) the Indenture has been duly executed and delivered by the Company and duly
authorized, executed and delivered by each of the Guarantors, and assuming due
authorization by the Company and due authorization, execution and delivery thereof
by the Trustee, constitutes a legal, valid and binding instrument enforceable
against each of the Endeavour Parties in accordance with its terms (subject to the
Enforceability Exceptions);



18









 






     (x) the Securities, when executed and authenticated in accordance with the
provisions of the Indenture and delivered to and paid for by the Initial Purchasers
under this Agreement, will constitute legal, valid and binding obligations,
enforceable against the Company in accordance with their terms (subject to the
Enforceability Exceptions), and will be entitled to the benefits of the Indenture;




     (xi) the Guarantees have been duly authorized by each of the Guarantors and,
when each global certificate representing the Securities has been duly executed,
authenticated, issued and delivered as provided in the Indenture and paid for as
provided in this Agreement, the Guarantees will be valid and legally binding
obligations of each of the Guarantors, enforceable against each of the Guarantors in
accordance with their terms (subject to the Enforceability Exceptions), and will be
entitled to the benefits of the Indenture;




     In addition, such counsel shall state that they have participated in
conferences with officers and other representatives of the Company, the independent
public accountants of the Company, the independent reserve engineers, the Initial
Purchasers and counsel for the Initial Purchasers, at which the contents of the
Disclosure Package and the Final Memorandum and related matters were discussed, and
although such counsel has not independently verified, is not passing upon, and is
not assuming any responsibility for the accuracy, completeness or fairness of the
statements contained in, the Disclosure Package and the Final Memorandum (except as
specifically described in the opinions in paragraph (iii) and (iv) of the foregoing
opinion), based on the foregoing no facts have come to the attention of such counsel
that lead such counsel to believe that:




	 	1.	 	the Disclosure Package, as of the Execution
Time, included an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading, or
	 
	 	2.	 	the Final Memorandum, as of its date and on the
Closing Date, included or includes an untrue statement of a material
fact or omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading;






it being understood that such counsel expresses no statement or belief with respect
to (i) the financial statements and related schedules, including the notes thereto
and independent registered public accountants’ reports thereon, included or
incorporated by reference in the Disclosure Package or the Final Memorandum, (ii)
any other financial data or accounting data, information pertaining to oil and
natural gas reserves and future net revenues data or statistical information derived
from financial information included or incorporated by reference in or omitted from
the Disclosure Package or the Final Memorandum, or (iii) representations and
warranties and other statements of fact included in the exhibits to the Incorporated
Documents.



19









 






     Such counsel need not express any opinion as to the enforceability of any
provisions relating to: (a) any failure to comply with requirements concerning
notices, relating to delay or omission to enforce rights or remedies or purporting
to waive or affect rights, claims, defenses or other benefits to the extent that any
of the same cannot be waived or so affected under applicable law; (b) indemnities or
exculpation from liability to the extent prohibited by federal or state laws and the
public policies underlying those laws or that might require indemnification for, or
exculpation from liability on account of, gross negligence, willful misconduct,
unlawful acts, fraud or illegality of an indemnified or exculpated party; (c)
requirements that all amendments, waivers and terminations be in writing or the
disregard of any course of dealing between the parties; (d) default interest,
liquidated damages and other penalty provisions; (e) the avoidance of the effect of
any fraudulent transfer, fraudulent conveyance laws or similar provisions of
applicable law by limiting the amount of the Guarantor’s obligation under the
Indenture or the Guarantees; or (f) applicable bankruptcy, insolvency, moratorium,
fraudulent transfer or similar laws affecting the enforcement of creditors’ rights
generally and equitable principals and implied covenants of good faith and fair
dealing relating to enforceability (clauses (a) through (f) collectively, the
“Enforceability Exceptions”);




In rendering such opinion, such counsel may rely (A) as to matters involving the
application of laws of any jurisdiction other than the States of New York or Texas,
the laws of the United Kingdom, the Delaware General Corporation Law the federal
laws of the United States, to the extent they deem proper and specified in such
opinion, upon the opinion of other counsel of good standing whom they believe to be
reliable and who are satisfactory to counsel for the Initial Purchasers and (B) as
to matters of fact, to the extent they deem proper, on certificates of responsible
officers of the Endeavour Parties and public officials. References to the Final
Memorandum in this paragraph (b) shall also include any supplements thereto at the
Closing Date. In the case of opinion points (ii) and (vii)(C), in each case solely
with respect to Endeavour Energy UK, such counsel may limit its opinions to the laws
of the United Kingdom. With respect to each other opinion, such counsel may limit
its opinions to the laws of the States of New York and Texas, Delaware General
Corporation Law and the federal laws of the United States, to the extent
specifically referred to herein.



          (b) The Initial Purchasers shall have received the opinion of Woodburn and Wedge, opining as
to the law of Nevada, addressed to the Initial Purchasers and dated the Closing Date, to the effect
that:





     (i) the Company’s authorized equity capitalization is as set forth in the
Disclosure Package and the Final Memorandum; the capital stock of the Company
conforms to the description thereof incorporated by reference in the Disclosure
Package and the Final Memorandum; the Underlying Securities reserved for issuance
upon conversion of the Securities have been duly authorized and reserved and, when
issued upon conversion of the Securities in accordance with the terms of the
Securities, will be validly issued, fully paid and non-assessable



20









 






and the issuance of the Underlying Securities will not be subject to any
preemptive or other rights to subscribe for the Securities or the Underlying
Securities and, to such counsel’s knowledge, except as set forth in the Disclosure
Package and the Final Memorandum, no options, warrants or other rights to purchase,
agreements or other obligations to issue, or rights to convert any obligations into
or exchange any securities for, shares of capital stock of or ownership interests in
the Company are outstanding;




     (ii) the Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Nevada, with the
corporate power and authority to own or lease, as the case may be, and to operate
its properties and conduct its business as described in the Disclosure Package and
the Final Memorandum;




     (iii) each of this Agreement and the Indenture has been duly authorized,
executed and delivered by the Company;




     (iv) the Securities have been duly authorized by the Company;




     (v) no consent, approval, authorization, filing with or order of any Nevada
court or Nevada governmental agency or body is required in connection with the
transactions contemplated herein or in the Indenture, except such as may be required
under the blue sky laws of any jurisdiction in connection with the purchase and
distribution of the Securities and the Guarantees by the Initial Purchasers in the
manner contemplated in this Agreement, the Disclosure Package and the Final
Memorandum (as to which Woodburn and Wedge shall not offer any opinion) and such
other approvals as have been obtained; and




     (vi) none of the execution and delivery of the Indenture or this Agreement, the
issuance and sale of the Securities and the Guarantees, nor the consummation of any
other of the transactions contemplated herein or in the Indenture, nor the
fulfillment of the terms hereof or thereof will conflict with, result in a breach or
violation of, or imposition of any lien, charge or encumbrance upon any property or
assets of the Company pursuant to, (i) the organizational documents of the Company
or (ii) any Nevada statute, law, rule, regulation, or to the knowledge of Woodburn
and Wedge, any judgment, order or decree applicable to the Company of any Nevada
court, regulatory body, administrative agency, governmental body, arbitrator or
other authority having jurisdiction over the Company or any of its properties.




In rendering such opinion, such counsel may rely (A) as to matters involving the
application of laws of any jurisdiction other than the State of Nevada, to the
extent they deem proper and specified in such opinion, upon the opinion of other
counsel of good standing whom they believe to be reliable and who are satisfactory
to counsel for the Initial Purchasers and (B) as to matters of fact, to the extent
they deem proper, on certificates of responsible officers of the Company and public
officials. References to the Disclosure Package and Final



21









 






Memorandum in this paragraph (b) shall also include any amendments or supplements
thereto at the Closing Date. Additionally, the opinions expressed by such counsel
may be limited to the laws of the State of Nevada.



          (c) The Initial Purchasers shall have received from Baker Botts L.L.P., counsel for the
Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Initial
Purchasers, with respect to the issuance and sale of the Securities and the Guarantees, the
Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing
Date) and other related matters as the Initial Purchasers may reasonably require, and the Company
shall have furnished to such counsel such documents as they reasonably request for the purpose of
enabling them to pass upon such matters.




          (d) The Company shall have furnished to the Initial Purchasers certificates of each of the
Endeavour Parties, signed by (x) the Chairman of the Board or the President and (y) the principal
financial or accounting officer of each of the Endeavour Parties, dated the Closing Date, to the
effect that the signers of such certificate have carefully examined the Disclosure Package and the
Final Memorandum and any supplements or amendments thereto, as well as each electronic road show
used in connection with the offering of the Securities, and this Agreement and that:





     (i) the representations and warranties of the Endeavour Parties in this
Agreement are true and correct on and as of the Closing Date with the same effect as
if made on the Closing Date (except to the extent such representations and
warranties expressly relate to a specific earlier date (in which case such
representations and warranties shall be true and correct as of such specified
earlier date)), and the Endeavour Parties have complied with all the agreements and
satisfied all the conditions on their part to be performed or satisfied hereunder at
or prior to the Closing Date; and




     (ii) since the date of the most recent financial statements included in the
Disclosure Package and the Final Memorandum (exclusive of any amendment or
supplement thereto), there has been no Material Adverse Effect, except as set forth
in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of
any amendment or supplement thereto);



          (e) At the Execution Time and at the Closing Date, the Company shall have requested and caused
KPMG LLP to furnish to the Initial Purchasers letters, dated respectively as of the Execution Time
and as of the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers
and confirming that they are independent accountants within the meaning of the Exchange Act and the
applicable published rules and regulations thereunder and stating in effect that:





     (i) in their opinion, the audited financial statements and financial statement
schedules included in the Preliminary Memorandum and the Final Memorandum and
reported on by them comply as to form with the applicable accounting requirements of
Regulation S-X;



22









 






     (ii) on the basis of a reading of the latest unaudited financial statements
made available by the Company and its Subsidiaries; their limited review in
accordance with the standards established under Statement on Auditing Standards No.
100 of the unaudited interim financial information included or incorporated by
reference in the Preliminary Memorandum or Final Memorandum for the three month
period ended March 31, 2011 and as at March 31, 2011; carrying out certain specified
procedures (but not an examination in accordance with generally accepted auditing
standards) which would not necessarily reveal matters of significance with respect
to the comments set forth in such letter; a reading of the minutes of the meetings
of the shareholders, directors and committees of the Company and the Subsidiaries;
and inquiries of certain officials of the Company who have responsibility for
financial and accounting matters of the Company and its Subsidiaries as to
transactions and events subsequent to December 31, 2010, nothing came to their
attention which caused them to believe that:




	 	(A)	 	any unaudited financial
statements included in the Preliminary Memorandum or the Final
Memorandum do not comply as to form with the applicable
accounting requirements of Regulation S-X or are not in
conformity with generally accepted accounting principles applied
on a basis substantially consistent with that of the audited
financial statements included in the Preliminary Memorandum and
the Final Memorandum;
	 
	 	(B)	 	with respect to the period
subsequent to March 31, 2011, there were any changes, at a
specified date not more than five days prior to the date of the
letter, in the long-term debt of the Company and its
Subsidiaries or Common Stock of the Company or changes in the
stockholders’ equity or net assets and liabilities of the
Company as compared with the amounts shown on the March 31, 2011
consolidated balance sheet included or incorporated by reference
in the Preliminary Memorandum and the Final Memorandum, or for
the period from April 1, 2011 to such specified date there were
any decreases, as compared with the corresponding period in the
preceding year in consolidated revenues or net income (in total
or per share amounts) of the Company and its Subsidiaries,
except in all instances for changes or decreases set forth in
such letter, in which case the letter shall be accompanied by an
explanation by the Company as to the significance thereof unless
said explanation is not deemed necessary by the Initial
Purchasers;






     (iii) they have performed certain other specified procedures as a result of
which they determined that certain information of an accounting, financial or



23









 






statistical nature (which is limited to accounting, financial or statistical
information derived from the general accounting records of the Company and its
Subsidiaries) set forth or incorporated by reference in the Preliminary Memorandum
and the Final Memorandum agrees with the accounting records of the Company and its
Subsidiaries, excluding any questions of legal interpretation.



          (f) Subsequent to the Execution Time or, if earlier, the dates as of which information is
given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final
Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any
change or decrease specified in the letter or letters referred to in paragraph (e) of this Section
6; or (ii) any Material Adverse Effect, the effect of which, in any case referred to in clause (i)
or (ii) above, is, in the sole judgment of the Initial Purchasers, so material and adverse as to
make it impractical or inadvisable to proceed with the offering or delivery of the Securities as
contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or
supplement thereto).



          (g)
Subsequent to the Execution Time, there shall not have been any decrease in the rating of any
of the Company’s debt securities by any “nationally recognized statistical rating organization” (as
defined for purposes of Rule 3(a)(2) under the Exchange Act) or any notice given of any intended or
potential decrease in any such rating or of a possible change in any such rating that does not
indicate the direction of the possible change.




          (h) Netherland, Sewell & Associates, Inc. shall have delivered to you at the Closing Date, a
letter in form and substance reasonably satisfactory to you, stating, as of the date hereof and as
of the Closing Date the conclusions and findings of such firm with respect to the oil and gas
reserves of the Company and its Subsidiaries.




          (i) The Endeavour Parties shall have executed and delivered the Indenture, in form and
substance reasonably satisfactory to the Initial Purchasers, and the Initial Purchasers shall have
received executed copies thereof.




          (j) The Securities shall be eligible for clearance and settlement through DTC.




          (k) Prior to the Execution Time, the Company shall have furnished to the Initial Purchasers a
letter substantially in the form of Exhibit A hereto from each officer and director of the Company
addressed to the Initial Purchasers.




          (l) Prior to the Closing Date, the Company shall have furnished to the Initial Purchasers such
further information, certificates and documents as the Initial Purchasers may reasonably request.




          If any of the conditions specified in this Section 6 shall not have been fulfilled when and as
provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere
in this Agreement shall not be reasonably satisfactory in form and substance to the Initial
Purchasers and counsel for the Initial Purchasers, this Agreement and all obligations of the
Initial Purchasers hereunder may be canceled at, or at any time prior to, the Closing Date by the
Initial Purchasers. Notice of such cancellation shall be given to the Company in writing or by
telephone or facsimile confirmed in writing.







24









 








          The documents required to be delivered by this Section 6 will be delivered at the office of
counsel for the Initial Purchasers, at One Shell Plaza, 910 Louisiana, Houston, Texas 77002 at 9:00
a.m., Houston time, on the Closing Date.




          7. Reimbursement of Expenses. If the sale of the Securities and the Guarantees
provided for herein is not consummated because any condition to the obligations of the Initial
Purchasers set forth in Section 6 hereof is not satisfied, because of any termination pursuant to
Section 10 hereof or because of any refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision hereof other than by reason of a default
by any of the Initial Purchasers, the Company will reimburse the Initial Purchasers severally on
demand for all expenses (including reasonable fees and disbursements of counsel) that shall have
been incurred by them in connection with the proposed purchase and sale of the Securities and the
Guarantees.




          8. Indemnification and Contribution. (a) Each of the Endeavour Parties, jointly and
severally, agrees to indemnify and hold harmless each Initial Purchaser, the directors, officers,
employees, Affiliates and agents of each Initial Purchaser and each person who controls any Initial
Purchaser within the meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities or actions in
respect thereof arise out of or are based upon any untrue statement or alleged untrue statement of
a material fact contained in the Preliminary Memorandum, the Disclosure Package, the Final
Memorandum, any Issuer Written Information or any other written information used by or on behalf of
the Endeavour Parties in connection with the offer or sale of the Securities and the Guarantees
(including, without limitation, any road show used in connection with the offer or sale of the
Securities and the Guarantees), or in any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading, and agrees to reimburse each such indemnified party, as incurred,
for any legal or other expenses reasonably incurred by it in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however, that the Endeavour
Parties will not be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made in the Preliminary Memorandum, the Disclosure Package, the Final
Memorandum or such other written information, or in any amendment thereof or supplement thereto, in
reliance upon and in conformity with written information furnished to the Company by or on behalf
of any Initial Purchaser specifically for inclusion therein. This indemnity agreement will be in
addition to any liability that the Endeavour Parties may otherwise have.




          (b) Each Initial Purchaser severally, and not jointly, agrees to indemnify and hold harmless
the Endeavour Parties, each of their directors, each of their officers, and each person who
controls the Endeavour Parties within the meaning of either the Act or the Exchange Act, to the
same extent as the foregoing indemnity to each Initial Purchaser, but only with reference to
written information relating to such Initial Purchaser furnished to the Company by or on behalf of
such Initial Purchaser specifically for inclusion in the Preliminary Memorandum, the






25









 







Disclosure Package or the Final Memorandum (or in any amendment or supplement thereto). This
indemnity agreement will be in addition to any liability that any Initial Purchaser may otherwise
have. The Company acknowledges that (i) the statements set forth in the last paragraph of the
cover page regarding delivery of the Securities and (ii) under the heading “Plan of Distribution,”
(A) the sentences related to concessions, and (B) the sentences related to stabilization, syndicate
covering transactions and penalty bids in the Preliminary Memorandum and the Final Memorandum
constitute the only information furnished in writing by or on behalf of the Initial Purchasers for
inclusion in the Preliminary Memorandum, the Disclosure Package or the Final Memorandum or in any
amendment or supplement thereto.




          (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 8, notify the indemnifying party in writing
of the commencement thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the indemnifying party
of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party
in any action for which indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel, retained by the
indemnified party or parties except as set forth below); provided, however, that
such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying
party’s election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel
if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties that are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to
the indemnified party to represent the indemnified party within a reasonable time after notice of
the institution of such action; or (iv) the indemnifying party shall authorize the indemnified
party in writing to employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the indemnified parties, settle
or compromise or consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential parties to such claim or
action) unless such settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit or proceeding.




          (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party for any reason, the Endeavour
Parties and the Initial Purchasers severally agree to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred in






26









 







connection with investigating or defending any loss, claim, damage, liability or action)
(collectively “Losses”) to which any of the Endeavour Parties and one or more of the Initial
Purchasers may be subject in such proportion as is appropriate to reflect the relative benefits
received by the Endeavour Parties on the one hand and by the Initial Purchasers on the other from
the offering of the Securities; provided, however, that in no case shall any Initial Purchaser be
responsible for any amount in excess of the purchase discount or commission applicable to the
Securities purchased by such Initial Purchaser hereunder. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the Endeavour Parties and the Initial
Purchasers severally shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Endeavour Parties on the one hand and the
Initial Purchasers on the other in connection with the statements or omissions that resulted in
such Losses, as well as any other relevant equitable considerations. Benefits received by the
Endeavour Parties shall be deemed to be equal to the total net proceeds from the offering (before
deducting expenses) received by the Company, and benefits received by the Initial Purchasers shall
be deemed to be equal to the total purchase discounts and commissions. Relative fault shall be
determined by reference to, among other things, whether any untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information
provided by the Company on the one hand or the Initial Purchasers on the other, the intent of the
parties and their relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The Endeavour Parties and the Initial Purchasers agree that it
would not be just and equitable if contribution were determined by pro rata allocation or any other
method of allocation that does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section 8, each person who controls an Initial Purchaser within the meaning of either the
Act or the Exchange Act and each director, officer, employee, Affiliate and agent of an Initial
Purchaser shall have the same rights to contribution as such Initial Purchaser, and each person who
controls any of the Endeavour Parties within the meaning of either the Act or the Exchange Act and
each officer and director of the Endeavour Parties shall have the same rights to contribution as
the Endeavour Parties, subject in each case to the applicable terms and conditions of this
paragraph (d).




          9. Default by an Initial Purchaser. If any one or more Initial Purchasers shall fail
to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser
hereunder and such failure to purchase shall constitute a default in the performance of its or
their obligations under this Agreement, the remaining Initial Purchasers shall be obligated
severally to take up and pay for (in the respective proportions which the principal amount of
Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal
amount of Securities set forth opposite the names of all the remaining Initial Purchasers) the
Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to
purchase; provided, however, that in the event that the aggregate principal amount of Securities
which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase shall
exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the
remaining Initial Purchasers shall have the right to purchase all, but shall not be under any
obligation to purchase any, of the Securities, and if such nondefaulting Initial Purchasers do not
purchase all the Securities, this Agreement will terminate without liability to any nondefaulting
Initial






27









 







Purchaser or any of the Endeavour Parties. In the event of a default by any Initial Purchaser
as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding
five Business Days, as the Initial Purchasers shall determine in order that the required changes in
the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained
in this Agreement shall relieve any defaulting Initial Purchaser of its liability, if any, to the
Endeavour Parties or any nondefaulting Initial Purchaser for damages occasioned by its default
hereunder.




          10. Termination. This Agreement shall be subject to termination in the absolute
discretion of the Initial Purchasers, by notice given to the Company prior to delivery of and
payment for the Securities, if at any time prior to such time (i) trading in the Company’s Common
Stock shall have been suspended by the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such exchange, (ii) a banking moratorium shall have been
declared either by U.S. federal or New York State authorities; or (iii) there shall have occurred
any outbreak or escalation of hostilities, declaration by the United States of a national emergency
or war or other calamity or crisis the effect of which on financial markets is such as to make it,
in the sole judgment of the Initial Purchasers, impractical or inadvisable to proceed with the
offering or delivery of the Securities as contemplated in the Disclosure Package and the Final
Memorandum (exclusive of any amendment or supplement thereto).




          11. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of the Endeavour Parties or their
officers and of the Initial Purchasers set forth in or made pursuant to this Agreement will remain
in full force and effect, regardless of any investigation made by or on behalf of the Initial
Purchasers or the Endeavour Parties or any of the indemnified persons referred to in Section 8
hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7
and 8 hereof shall survive the termination or cancellation of this Agreement.




          12. Notices. All communications hereunder will be in writing and effective only on
receipt, and, if sent to the Initial Purchasers, will be mailed, delivered or telefaxed to the
Citigroup General Counsel (fax no.: (212) 816-7912) and confirmed to Citigroup at 388 Greenwich
Street, New York, New York 10013, Attention: General Counsel; or, if sent to any of the Endeavour
Parties, will be mailed, delivered or telefaxed to J. Michael Kirksey (fax no.: (813) 307-8794) and
confirmed to it at 1001 Fannin Street, Suite 1600, Houston, Texas 77002, Attention: Chief Financial
Officer.




          13. Successors. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and the indemnified persons referred to in Section 8
hereof and their respective successors, and no other person will have any right or obligation
hereunder.




          14. Integration. This Agreement supersedes all prior agreements and understandings
(whether written or oral) between the Endeavour Parties and the Initial Purchasers, or any of them,
with respect to the subject matter hereof.







28









 








          15. Applicable Law. This Agreement will be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be performed within the
State of New York.




          16. Jurisdiction. Each of the Endeavour Parties hereby agrees that any suit, action
or proceeding against the Endeavour Parties brought by any Initial Purchaser, the directors,
officers, employees and agents of any Initial Purchaser, or by any person who controls any Initial
Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may
be instituted in any State or U.S. federal court in The City of New York and County of New York,
and waives any objection which it may now or hereafter have to the laying of venue of any such
proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit,
action or proceeding.




          17. Waiver of Jury Trial. Each of the Endeavour Parties hereby irrevocably waives, to
the fullest extent permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.




          18. No Fiduciary Duty. Each of the Endeavour Parties hereby acknowledges that (a) the
purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial
transaction between the Endeavour Parties, on the one hand, and the Initial Purchasers and any
Affiliate through which it may be acting, on the other, (b) the Initial Purchasers are acting as
principal and not as an agent or fiduciary of the Endeavour Parties and (c) the Company’s
engagement of the Initial Purchasers in connection with the offering and the process leading up to
the offering is as independent contractors and not in any other capacity. Furthermore, each of the
Endeavour Parties agrees that it is solely responsible for making its own judgments in connection
with the offering (irrespective of whether any of the Initial Purchasers has advised or is
currently advising any of the Endeavour Parties on related or other matters). Each of the
Endeavour Parties agrees that they will not claim that the Initial Purchasers have rendered
advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the
Endeavour Parties, in connection with such transaction or the process leading thereto.




          19. Waiver of Tax Confidentiality. Notwithstanding anything herein to the contrary,
purchasers of the Securities (and each employee, representative or other agent of a purchaser) may
disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S.
tax structure of any transaction contemplated herein and all materials of any kind (including
opinions or other tax analyses) that are provided to the purchasers of the Securities relating to
such U.S. tax treatment and U.S tax structure, other than any information for which nondisclosure
is reasonably necessary in order to comply with applicable securities laws.




          20. Counterparts. This Agreement may be signed in one or more counterparts, each of
which shall constitute an original and all of which together shall constitute one and the same
agreement.




          21. Headings. The section headings used herein are for convenience only and shall not
affect the construction hereof.







29









 








          22. Definitions. The terms that follow, when used in this Agreement, shall have the
meanings indicated.




          “Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder.




          “Affiliate” shall have the meaning specified in Rule 501(b) of Regulation D.




          “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day
on which banking institutions or trust companies are authorized or obligated by law to close in The
City of New York or Houston, Texas.




          “Citigroup” shall mean Citigroup Global Markets Inc.




          “Code” shall mean the Internal Revenue Code of 1986, as amended.




          “Commission” shall mean the Securities and Exchange Commission.




          “Disclosure Package” shall mean (i) the Preliminary Memorandum, as amended or supplemented at
the Execution Time, (ii) the final term sheet prepared pursuant to Section 5(b) hereto and in the
form attached as Schedule II hereto and (iii) any Issuer Written Information.




          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.




          “Execution Time” shall mean 6:30, New York City time, on July 18, 2011.




          “Investment Company Act” shall mean the Investment Company Act of 1940, as amended, and the
rules and regulations of the Commission promulgated thereunder.




          “Issuer Written Information” shall mean any writings in addition to the Preliminary Memorandum
that the parties expressly agree in writing to treat as part of the Disclosure Package.




          “Regulation D” shall mean Regulation D under the Act.




          “Regulation S-X” shall mean Regulation S-X under the Act.




          “Subsidiaries” shall mean the subsidiaries of the Company set forth on Exhibit 21.1 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2010.




          “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules
and regulations of the Commission promulgated thereunder.






30









 







If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Company and the several Initial Purchasers.




	 	 	 	 	 	 	 

	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	ENDEAVOUR INTERNATIONAL CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ J. Michael Kirksey
 

J. Michael Kirksey
	 	 
	 

	 	Title:
	 	Executive Vice President and Chief Financial
Officer	 	 
	 
	 	 	 	 	 	 
	 	 	ENDEAVOUR OPERATING CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ J. Michael Kirksey
 

J. Michael Kirksey
	 	 
	 

	 	Title:
	 	Executive Vice President and Chief Financial
Officer	 	 
	 
	 	 	 	 	 	 
	 	 	ENDEAVOUR ENERGY NEW VENTURES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ J. Michael Kirksey
 

J. Michael Kirksey
	 	 
	 

	 	Title:
	 	Executive Vice President and Chief Financial
Officer	 	 
	 
	 	 	 	 	 	 
	 	 	END MANAGEMENT COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ J. Michael Kirksey
 

J. Michael Kirksey
	 	 
	 

	 	Title:
	 	Executive Vice President and Chief Financial
Officer	 	 






[Signature Page to Purchase Agreement]




 









 




The foregoing Agreement is hereby


confirmed and accepted as of the


date first above written.




	 	 	 	 	 

	CITIGROUP GLOBAL MARKETS INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jerry Schretter
 

Name: Jerry Schretter
	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	MORGAN STANLEY & CO. LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kevin Bonebrake
 

Name: Kevin Bonebrake
	 	 
	 

	 	Title: Executive Director	 	 






[Signature Page to Purchase Agreement]




 









 





SCHEDULE I




	 	 	 	 	 
	 	 	Principal	 
	 	 	Amount of 	 
	 	 	Firm Securities	 
	Initial Purchasers	 	to be Purchased	 
	Citigroup Global Markets Inc.
	 	$	72,000,000	 
	 
	Morgan Stanley & Co. LLC
	 	 	48,000,000	 
	Total
	 	$	120,000,000	 
	 
	 	 	 





Schedule I




 









 





SCHEDULE II




Endeavour International Corporation

5.50% Convertible Senior Notes due 2016



July 18, 2011


Pricing Supplement dated July 18, 2011 to the Preliminary Offering Memorandum dated July 18, 2011
of Endeavour International Corporation This Pricing Supplement is qualified in its entirety by
reference to the Preliminary Offering Memorandum. The information in this Pricing Supplement
supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary
Offering Memorandum to the extent it is inconsistent with the information in the Preliminary
Offering Memorandum. Capitalized terms used in this Pricing Supplement but not defined herein have
the meanings given to them in the Preliminary Offering Memorandum.




	 	 	 

	Issuer:

	 	Endeavour International Corporation
(the “Company”)
	 
	 	 
	Ticker/Exchange:

	 	END / New York Stock Exchange; ENDV
/ London
Stock Exchange
	 
	 	 
	Guarantees:

	 	Certain existing and future material
domestic subsidiaries of the Company
that guarantee any other indebtedness
of the Company or a guarantor in
excess of a de minimis amount
	 
	 	 
	Security Description:

	 	5.50% Convertible Senior Notes due 2016
	 
	 	 
	Aggregate Principal Amount Offered:

	 	$120,000,000, and up to an additional
$15,000,000 if the initial purchasers
exercise their option to purchase
additional notes
	 
	 	 
	Maturity:

	 	July 15, 2016
	 
	 	 
	Interest Rate:

	 	5.50%
	 
	 	 
	Offering Price:

	 	100%
	 
	 	 
	Gross Proceeds:

	 	$120,000,000
	 
	 	 
	Interest Payment Dates:

	 	January 15 and July 15, beginning
January 15, 2012
	 
	 	 
	Record Dates:

	 	January 1 and July 1 of each year
	 
	 	 
	Last Sale Price

	 	$14.24 per share of the Company’s
common stock, the last reported sale
price of the Company’s common stock on
the New York Stock Exchange on July
18, 2011
	 
	 	 
	Initial Conversion Price:

	 	Approximately $18.51
	 
	 	 
	Initial Conversion Rate:

	 	54.0190 shares of common stock per
$1,000 principal amount of notes
(subject to adjustment)
	 
	Fundamental Change:

	 	If the Company undergoes a
“fundamental change,” holders will
have the option to require the Company
to purchase all or any portion of
their notes. The fundamental change
purchase price will





Schedule II

 









 






	 	 	 

	 

	 	be 100% of the
principal amount of the notes to be
purchased plus any accrued and unpaid
interest to but excluding the
fundamental change purchase date.
	 
	 	 
	Make-Whole Fundamental Change:

	 	If the Company undergoes a “make-whole
fundamental change,” holders will have the
option to convert their notes into common
shares at the conversion rate plus an
additional number of shares as set forth
below to be received per $1,000 principal
amount of notes:






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Effective	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	14.24	 	16.00	 	18.00	 	20.00	 	25.00	 	30.00	 	35.00	 	40.00	 	45.00	 	50.00	 	60.00	 	75.00	 	100.00
	7/22/2011
	 	6.2056	 	3.4491	 	0.7281	 	.7845	 	.8587	 	.3170	 	.4091	 	.8249	 	.4210	 	.1259	 	.7216	 	.3522	 	.0047
	7/15/2012
	 	6.2056	 	3.1576	 	0.2863	 	.2688	 	.3179	 	.8316	 	.9901	 	.4645	 	.1088	 	.8522	 	.5034	 	.1849	 	.8830
	7/15/2013
	 	6.2056	 	2.6514	 	  .5921	 	.4936	 	.5508	 	.1702	 	.4355	 	.9973	 	.7091	 	.5042	 	.2271	 	.9720	 	.7267
	7/15/2014
	 	6.2056	 	1.8193	 	  .5047	 	.3146	 	.4628	 	.2854	 	.7253	 	.4154	 	.2186	 	.0796	 	.8891	 	.7086	 	.5311
	7/15/2015
	 	6.2056	 	0.4405	 	  .6975	 	.4076	 	.8967	 	.1485	 	.8752	 	.7384	 	.6494	 	.5826	 	.4849	 	.3879	 	.2909
	7/15/2016
	 	6.2056	 	  .4810	 	  .5366	 	.0000	 	.0000	 	.0000	 	.0000	 	.0000	 	.0000	 	.0000	 	.0000	 	.0000	 	.0000






     The exact share prices and effective dates may not be set forth in the table above, in
which case the following shall apply:




	 	•	 	If the share price is between two share prices in the table or the effective date is
between two effective dates in the table, the number of additional shares by which the
conversion rate will be increased will be determined by a straight-line interpolation
between the number of additional shares set forth for the higher and lower share prices and
the earlier and later effective dates, as applicable, based on a 365-day year;
	 
	 	•	 	If the share price is greater than $100.00 per share (subject to adjustment in the
same manner as the share prices set forth in the column headings in the table above), no
additional shares will be added to the conversion rate; and
	 
	 	•	 	If the share price is less than $14.24 per share (subject to adjustment in the same
manner as the share prices set forth in the column headings in the table above), no
additional shares will be added to the conversion rate.





     Notwithstanding the foregoing, in no event will the total number of shares of our common stock
issuable upon conversion of the notes exceed 70.2246 shares of our common stock per $1,000
principal amount of notes, subject to adjustments in the same
manner as the conversion rate as set forth above under “— Conversion Rate Adjustments.”



Schedule II




 









 





	 	 	 

	Trade Date:

	 	July 19, 2011
	 
	Settlement Date:

	 	July 22, 2011 (T+3)
	 
	Distribution:

	 	Rule 144A
	 
	CUSIP/ISIN Numbers:

	 	Rule 144A: 29257M AD2/US29257MAD20
	 
	Initial Purchasers:

	 	Citigroup Global Markets Inc.
Morgan Stanley & Co. LLC






Revised Capitalization Disclosure



“Capitalization” on page 42 of the Preliminary Offering Memorandum is revised as follows:




     The following table sets forth our capitalization and cash, cash equivalents and restricted
cash at March 31, 2011 on:




	 	•	 	an actual basis;






	 	•	 	an as adjusted basis to give effect to (i) the redemption of all $81.25 million
of our 2012 Convertible Notes on April 20, 2011 and (ii) the Senior Term Loan Amendment
including our incremental borrowing thereunder; and






	 	•	 	an as further adjusted basis to give effect to our application of the estimated
net proceeds from this offering (assuming no exercise of the initial purchasers’
over-allotment option) in the manner described in “Use of Proceeds.”





     This table should be read in conjunction with “Use of Proceeds” and “Description of Other
Indebtedness,” included elsewhere in this offering memorandum, and with “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K
for the year ended December 31, 2010 and our Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2011 and our unaudited consolidated financial statements and the accompanying notes
incorporated by reference in this offering memorandum.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	As of March 31, 2011	 
	 	 	 	 	 	 	 	 	 	 	As Further	 
	 	 	Actual	 	 	As Adjusted	 	 	Adjusted	 
	 	 	(In thousands)	 
	Cash, cash equivalents and restricted cash(1)
	 	$	185,218	 	 	$	174,052	 	 	$	179,552	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Long-term debt(2):
	 	 	 	 	 	 	 	 	 	 	 	 
	6.0% convertible senior notes due 2012
	 	$	81,250	 	 	$	—	 	 	$	—	 
	11.5% convertible bonds due 2016
	 	 	57,426	 	 	 	57,426	 	 	 	57,426	 
	12.0% subordinated notes due 2014
	 	 	46,388	 	 	 	46,388	 	 	 	46,388	 
	15.0% senior term loan due 2013
	 	 	162,181	 	 	 	237,181	 	 	 	237,181	 
	Debt discount(3)
	 	 	(2,743	)	 	 	(2,743	)	 	 	(2,743	)
	New convertible senior notes due 2016
	 	 	—	 	 	 	—	 	 	 	120,000	 
	 
	 	 	 	 	 	 	 	 	 
	Total long-term debt
	 	$	344,502	 	 	$	338,252	 	 	$	458,252	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Series C convertible preferred stock ($45,000
liquidation preference)(4)
	 	$	53,152	 	 	$	53,152	 	 	$	53,152	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Stockholders’ equity:
	 	 	 	 	 	 	 	 	 	 	 	 
	Series B preferred stock ($3,312
liquidation preference)
	 	$	—	 	 	$	—	 	 	$	—	 
	Common stock (36,668 shares issued and
outstanding, actual, as adjusted and as
further adjusted)
	 	 	37	 	 	 	37	 	 	 	37	 




Schedule II


 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	As of March 31, 2011	 
	 	 	 	 	 	 	 	 	 	 	As Further	 
	 	 	Actual	 	 	As Adjusted	 	 	Adjusted	 
	 	 	(In thousands)	 
	Additional paid-in capital
	 	 	406,124	 	 	 	406,124	 	 	 	406,124	 
	Treasury stock, at cost (72 shares actual,
as adjusted and as further adjusted)
	 	 	(587	)	 	 	(587	)	 	 	(587	)
	Accumulated deficit
	 	 	(140,816	)	 	 	(141,218	)	 	 	(141,218	)
	 
	 	 	 	 	 	 	 	 	 
	Total stockholders’ equity
	 	$	264,758	 	 	$	264,356	 	 	$	264,356	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total capitalization
	 	$	662,412	 	 	$	655,760	 	 	$	775,760	 
	 
	 	 	 	 	 	 	 	 	 








 




			
	(1)	 	Includes $33.1 million of restricted cash.
	 
	(2)	 	Includes approximately $100.4 million of current maturities.
	 
	(3)	 	The debt discount represents the difference between the fair value and the book value of the
11.5% Convertible Bonds upon the March 2011 amendment and is being amortized over the life of
the bonds.
	 
	(4)	 	Includes approximately $8.2 million of net non-cash premiums under fair value accounting on
redemption.





Revised Use of Proceeds Disclosure



“Use of Proceeds” on page 41 of the Preliminary Offering Memorandum is revised as follows:




     We expect to receive net proceeds of approximately $115.5 million from this offering (or
$130.0 million if the initial purchasers’ over-allotment option is exercised in full), after
deducting the initial purchasers’ discounts and commissions and estimated offering expenses and
assuming no original issue or other discount. We intend to use substantially all of the net
proceeds of this offering to fund the consideration for our pending Marcellus Acquisition. The
remainder will be used for general corporate purposes, including funding a portion of our 2011
capital program. If we are unable to consummate the Marcellus Acquisition, we intend to use the net
proceeds of this offering for general corporate purposes, including the potential repayment of
certain of our outstanding indebtedness.



Revised Plan of Distribution Disclosure



Paragraph 11 of “Plan of Distribution” on page 83 of the Preliminary Offering Memorandum is revised
as follows:




     We estimate that our portion of the total expenses of this offering will be approximately
$600,000.



          This Pricing Supplement is strictly confidential and has been prepared by the Issuer solely
for use in connection with the proposed offering of the securities described in the Preliminary
Offering Memorandum. This Pricing Supplement is personal to each offeree and does not constitute an
offer to any other person or the public generally to subscribe for or otherwise acquire the
securities. Please refer to the Preliminary Offering Memorandum, as modified by this Pricing
Supplement, for a complete description of the securities.




          The securities have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), and are being offered only to “qualified institutional buyers” as defined in
Rule 144A under the Securities Act, and this communication is only being distributed to such
persons.




          This communication is not an offer to sell the securities and it is not a solicitation of an
offer to buy the securities in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction.




          Any disclaimer or other notice that may appear below is not applicable to this communication
and should be disregarded. Such disclaimer or notice was automatically generated as a result of
this communication being sent by Bloomberg or another email system.




Schedule II




 









 





SCHEDULE III

FOREIGN QUALIFICATIONS




	 	 	 
	 	 	Good Standing
	Endeavour International Corporation

	 	Texas
	Endeavour Operating Corporation

	 	Alabama

Louisiana

Montana

New Mexico

Pennsylvania

Texas
	Endeavour Energy New Ventures, Inc.

	 	None
	END Management Company

	 	None
	Endeavour Energy UK

	 	None






Schedule III




 









 





SCHEDULE IV

GUARANTORS




Endeavour Operating Corporation

Endeavour Energy New Ventures, Inc.

END Management Company



Schedule
IV


 









 





[Letterhead of officer or director of




Endeavour International Corporation]




Convertible Senior Notes Offering



July __, 2011




Citigroup Global Markets Inc.

Morgan Stanley & Co. LLC



As Representatives of the several Initial Purchasers




c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013



Ladies and Gentlemen:




          This letter is being delivered to you in connection with the proposed Purchase Agreement (the
“Purchase Agreement”), among Endeavour International Corporation, a Nevada corporation (the
“Company”), the guarantors named therein and you as representatives (“Representatives”) of a group
of Initial Purchasers named therein, relating to an offering of Convertible Senior Notes due 2016,
which will be convertible into common stock, $0.001 par value per share (the “Common Stock”), of
the Company.




          In order to induce you and the other Initial Purchasers to enter into the Purchase Agreement,
the undersigned will not, without the prior written consent of the Representatives, offer, sell,
contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed
to, or might reasonably be expected to, result in the disposition (whether by actual disposition or
effective economic disposition due to cash settlement or otherwise) by the undersigned or any
affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the
undersigned), directly or indirectly, including the filing (or participation in the filing) of a
registration statement with the Securities and Exchange Commission in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent position within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any
shares of common stock of the Company or any securities convertible into or exercisable or
exchangeable for such common stock, or publicly announce an intention to effect any such
transaction, for a period of 60 days after the date of the Purchase Agreement. The foregoing
sentence shall not apply to (i) bona fide gifts, sales or other dispositions of any Common Stock
that are made exclusively between and among the undersigned or members of the undersigned’s family,
or affiliates of the undersigned; provided that it shall be a condition to any such transfer that
the transferee/donee agrees to be bound by the terms of the lock-up agreement






 









 







(including, without limitation, the restrictions set forth in the preceding sentence) to the
same extent as if the transferee/donee were a party hereto, and (ii) the forfeiture to the Company
by the undersigned of Common Stock in satisfaction of tax withholding obligations arising in
connection with the issuance, vesting or exercise of an award under any employee or director stock
plan of the Company or the lapse of restrictions thereon.




          If for any reason the Purchase Agreement shall be terminated prior to the Closing Date (as
defined in the Purchase Agreement), the agreement set forth above shall likewise be terminated.









 









 








			
	 	 	 
	[Form of Lock-Up Agreement]
	 	EXHIBIT A






Yours very truly,




[Signature of officer or director]




[Name and address of officer or director]




EXHIBIT A