exv10w1






Exhibit 10.1




SECOND AMENDMENT TO CREDIT AGREEMENT




          SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of June 6, 2011 (this “Second
Amendment”), and effective as of the Second Amendment Effective Date (as defined below), among
Endeavour International Corporation, a Nevada corporation, (“Holdings”), Endeavour Energy
UK Limited, a United Kingdom private limited company (the “Borrower”), the Lenders party
hereto and Cyan Partners, LP, as administrative agent (in such capacity, the “Administrative
Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement referred to below.




W I T N E S S E T H:




          WHEREAS, Holdings, the Borrower, the Lenders from time to time party thereto and the
Administrative Agent are parties to the Credit Agreement, dated as of August 16, 2010 (as amended
by the First Amendment to Credit Agreement, U.S. Security Agreement and Subsidiaries Guaranty,
dated as of February 3, 2011, and as otherwise amended, restated, supplemented and/or otherwise
modified through the date hereof, the “Credit Agreement”);




          WHEREAS, the Borrower intends to issue certain unsecured debt securities (the “Debt
Securities Issuance”); and




          WHEREAS, subject to the terms and conditions of this Second Amendment, the parties hereto wish
to amend the Credit Agreement as herein provided;




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



I. Amendments to the Credit Agreement.




          1. Notwithstanding anything to the contrary contained in Section 8.04, 8.05, 8.12, 8.14 or any
other provision of the Credit Agreement, the Debt Securities Issuance and the incurrence of
Indebtedness and any related guaranties pursuant to the documentation governing the Debt Securities
Issuance shall be permitted under the Credit Agreement so long as (i) the Debt Securities Issuance
involves only the issuance of unsecured debt securities that expressly permit the Prepayment (as
defined below), (ii) the Debt Securities Issuance shall have occurred on or prior to July 15, 2011
(the date of the Debt Securities Issuance, the “Issue Date”), (iii) Net Cash Proceeds from
the Debt Securities Issuance are sufficient, and are applied on the Issue Date in an amount
sufficient, to make a payment to the Administrative Agent (for the ratable benefit of the Lenders
entitled to such amounts) (the “Prepayment”) in an amount (the “Prepayment Amount”)
equal to the sum of (a) the outstanding principal amount of all the Term Loans, all accrued (and
theretofore unpaid) interest on the Term Loans and all other Obligations outstanding under the
Credit Agreement and the other Credit Documents, in each case, on the Issue Date, plus (b)
the amount of interest that would have accrued on the outstanding principal of all the Term Loans
from the Issue Date through and including August 16, 2011 if the Debt Securities Issuance and
application of Net Cash Proceeds therefrom had not been made as provided above and no other
repayments of the Term Loans had occurred after the Issue Date,






 









 







plus (c) 3.0% of the aggregate principal amount of the Term Loans outstanding as of
the Issue Date, and (iv) the Administrative Agent promptly distributes the Prepayment Amount
pursuant to Section 11.06 of the Credit Agreement.




          2. Notwithstanding anything to the contrary contained in Section 3.01(b) or 4.01 of the Credit
Agreement, the Borrower shall be permitted to make the Prepayment on the Issue Date so long as all
outstanding Term Loans and all other amounts described in clauses (iii)(a), (iii)(b) and (iii)(c)
of preceding Section 1 are repaid or paid, as applicable, on the Issue Date and such Prepayment is
otherwise in accordance with the provisions of Section 4.01(i) and (iii).



II. Miscellaneous Provisions.




          1. This Second Amendment shall only be and remain effective if Article I hereof is complied
with in all respects.




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





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




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



          3. This Second Amendment is limited as specified herein and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit Documents, all of which
other provisions are hereby ratified and confirmed and are in full force and effect.




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




          5. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO
CONFLICTS OF LAWS RULES AND PRINCIPLES THEREUNDER).





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





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




     (ii) the Borrower shall have paid to the Administrative Agent all fees and reasonable
and documented out-of-pocket expenses owing to it in connection with this Second Amendment
and shall have reimbursed the Administrative Agent for all reasonable and documented out-of
pocket legal expenses of White & Case LLP, DLA Piper LLP (US), CMS Cameron McKenna and Nauta
Dutilh incurred in connection with the Credit Agreement (including, without limitation, in
connection with this Second Amendment or the First Amendment) and invoiced on or before the
date hereof.



          7. From and after the Second Amendment Effective Date, all references in each Credit Document
to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified
hereby on the Second Amendment Effective Date.




*     *     *






3









 







IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Second Amendment to
be duly executed and delivered as of the date first above written.




	 	 	 	 	 
	 	ENDEAVOUR INTERNATIONAL CORPORATION

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


Chief Financial Officer 	 
	 




 









 





	 	 	 	 	 
	 	ENDEAVOUR ENERGY UK LIMITED

 	 
	 	By:  	/s/  J. Michael Kirksey
 	 
	 	 	Name:  	J. Michael Kirksey 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	CYAN PARTNERS, LP, as Administrative Agent, as

    Collateral Agent and as a Lender

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




 









 





	 	 	 	 	 	 	 

	 	 	CYRUS OPPORTUNITIES FUND II, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	CYRUS CAPITAL PARTNERS, L.P.,
	 	 
	 

	 	 	 	as Investment Manager	 	 






	 	 	 	 	 
	 	By:  	/s/ Brennan McCaw
 	 
	 	 	Name:  	Brennan McCaw 	 
	 	 	Title:  	Authorized Signatory 	 




 









 





	 	 	 	 	 	 	 

	 	 	CYRUS EUROPE FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	CYRUS CAPITAL PARTNERS, L.P.,
	 	 
	 

	 	 	 	as Investment Manager	 	 






	 	 	 	 	 
	 	By:  	/s/  Brennan McCaw
 	 
	 	 	Name:  	Brennan McCaw 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 	 	 

	 	 	CRESCENT 1, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	CYRUS CAPITAL PARTNERS, L.P.,
	 	 
	 

	 	 	 	as Investment Manager	 	 






	 	 	 	 	 
	 	By:  	/s/  Brennan McCaw
 	 
	 	 	Name:  	Brennan McCaw 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 	 	 

	 	 	CYR FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	CYRUS CAPITAL PARTNERS, L.P.,
	 	 
	 

	 	 	 	as Investment Manager	 	 






	 	 	 	 	 
	 	By:  	/s/  Brennan McCaw
 	 
	 	 	Name:  	Brennan McCaw 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 	 	 

	 	 	MTP ENERGY INFRASTRUCTURE FINANCE MASTER FUND, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	MTP Energy Management LLC,
its Investment Manager
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Magnetar Financial LLC,
its Managing Member	 	 






	 	 	 	 	 
	 	By:  	/s/  Doug Litowitz
 	 
	 	 	Name:  	Doug Litowitz 	 
	 	 	Title:  	Counsel 	 
	 




 









 





	 	 	 	 	 	 	 

	 	 	TRIANGLE PEAK PARTNERS PRIVATE EQUITY, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Triangle Peak Partners
Private
Equity GP, LLC, its General Partner
	 	 






	 	 	 	 	 
	 	  By:  	/s/  Dain F. DeGroff
 	 
	 	 	Name:  	Dain F. DeGroff 	 
	 	 	Title:  	Managing Member 	 
	 




 









 





	 	 	 	 	 
	 	HELIOS CORPORATE LLC

 	 
	 	By:  	/s/  Brett Cohen
 	 
	 	 	Name:  	Brett Cohen 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	DODER TRUST LIMITED

(as Trustee for the Jader Trust No 4)

 	 
	 	By:  	/s/  Jozef C. Hendricks
 	 
	 	 	Name:  	Jozef C. Hendricks 	 
	 	 	Title:  	Director, Doder Trust Ltd.,
as Trustee 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	DODER TRUST LIMITED

(as Trustee for the Bat Hanadiv Foundation No 3)

 	 
	 	By:  	/s/  Jozef C. Hendricks
 	 
	 	 	Name:  	Jozef C. Hendricks 	 
	 	 	Title:  	Director, Doder Trust Ltd.,
as Trustee 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	JGB CAPITAL, LP

 	 
	 	By:  	/s/  Brett Cohen
 	 
	 	 	Name:  	Brett Cohen 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	JGB CAPITAL OFFSHORE LTD

 	 
	 	By:  	/s/  Brett Cohen
 	 
	 	 	Name:  	Brett Cohen 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	SAMC LLC

 	 
	 	By:  	/s/  Brett Cohen
 	 
	 	 	Name:  	Brett Cohen 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 	 	 

	 	 	STEELHEAD NAVIGATOR MASTER, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STEELHEAD PARTNERS, LLC, its

Investment Manager
	 	 






	 	 	 	 	 
	 	By:  	/s/  Grant Hulse
 	 
	 	 	Name:  	Grant Hulse 	 
	 	 	Title:  	Director of Finance and Operations 	 
	 




 









 





	 	 	 	 	 	 	 

	 	 	CEC 1, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	CHAMBERS ENERGY CAPITAL, LP,

its Managing Member
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	CEP GP, LLC, its General Partner	 	 






	 	 	 	 	 
	 	By:  	                  /s/  Guy Hoffman
 	 
	 	 	Name:  	Guy Hoffman 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	RIVER BIRCH CAPITAL PARTNERS, LP

 	 
	 	By:  	/s/  Alex Kirk
 	 
	 	 	Name:  	Alex Kirk 	 
	 	 	Title:  	Managing Member