exv10w2






EXHIBIT 10.2




THIRD AMENDMENT TO CREDIT AGREEMENT, U.S. SECURITY AGREEMENT AND

SUBSIDIARIES GUARANTY




          THIS THIRD AMENDMENT TO CREDIT AGREEMENT, U.S. SECURITY AGREEMENT AND SUBSIDIARIES GUARANTY
dated as of July 15, 2011 (this “Third Amendment”), among Endeavour International
Corporation, a Nevada corporation, (“Holdings”), Endeavour Energy UK Limited, a United
Kingdom private limited company (the “Borrower”), the Subsidiary Guarantors party hereto,
the Lenders party hereto 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 by the Second Amendment to Credit Agreement, dated as of June 6,
2011 (as amended, restated, supplemented and/or otherwise modified from time to time, the
“Credit Agreement”);




          WHEREAS, Holdings, the Borrower, the grantors from time to time party thereto and Cyan
Partners, LP, as collateral agent (in such capacity, the “Collateral Agent”), are parties
to the U.S. Security Agreement, dated as of August 16, 2010 (as amended, restated, supplemented
and/or otherwise modified from time to time, the “U.S. Security Agreement”);




          WHEREAS, the guarantors from time to time party thereto and the Administrative Agent are
parties to the Subsidiaries Guaranty, dated as of August 16, 2010 (as amended, restated,
supplemented and/or otherwise modified from time to time, the “Subsidiaries Guaranty”);




          WHEREAS, the Credit Agreement provides that, in connection with (a) the issuance of a Third
Party Letter of Credit and/or (b) the entry into any Hedging Agreement by any Credit Party, the
relevant Approved Third Party Credit Provider will, in each case, be a Secured Creditor pursuant
to, and under, the Security Documents, only if such Approved Third Party Credit Provider becomes a
party to the Intercreditor Agreement;




          WHEREAS, subject to the terms and conditions of this Third Amendment, Holdings, the Borrower,
the Administrative Agent, the Subsidiary Guarantors and the Required Lenders wish to amend the
Credit Agreement, the U.S. Security Agreement and the Subsidiaries Guaranty as herein provided (the
“Credit Documents Amendment”) including to increase the maximum aggregate amount of the
Incremental Term Loans permitted under Section 2.10 of the Credit Agreement from $10,000,000 to
$85,000,000 (the “Incremental Upsize Amendment”);




          WHEREAS, the Borrower seeks to borrow up to $75,000,000 of Incremental Term Loans as an
increase in the Term Loans pursuant to Section 2.10 of the Credit Agreement,




 









 




as amended by the Incremental Upsize Amendment, on the terms and conditions set forth herein
(the “Incremental Amendment”); and




          WHEREAS, the Borrower has delivered a notice to the Administrative Agent requesting the
Incremental Term Loans in accordance with Section 2.10 of the Credit Agreement and the
Administrative Agent, the Borrower and the Incremental Term Loan Lenders have agreed, subject to
the terms and conditions hereinafter set forth, to amend the Credit Agreement to provide for the
Incremental Term Loans from the Incremental Term Loan Lenders as set forth below;




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



I. Credit Documents Amendment.




          1. The definition of “Intercreditor Agreement” appearing in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:





“Intercreditor Agreement” shall mean an intercreditor agreement, duly
executed and delivered by the Administrative Agent, the Collateral Agent and one or
more Approved Third Party Credit Providers, in form and substance satisfactory to
the Administrative Agent in its sole discretion and providing, inter alia, (i) that
after application to all reasonable costs and expenses incurred by the Collateral
Agent in connection with the Intercreditor Agreement and enforcement or otherwise
under any Security Document, the first $35,000,000 of proceeds from the enforcement
of Collateral shall be applied to discharge obligations owed under Hedging
Agreements with Approved Third Party Credit Providers that have entered into the
Intercreditor Agreement and reimbursement agreements with respect to Third Party
Letters of Credit issued by Approved Third Party Credit Providers that have entered
into the Intercreditor Agreement; provided, that such $35,000,000 shall be
reduced by the aggregate dollar amount of all deposits of cash or Cash Equivalents
made pursuant to Section 8.01(w)(B) (other than any such deposits that are returned
to Holdings or any of its Subsidiaries, as applicable, without any enforcement
action being taken by any Approved Third Party Credit Provider against such
deposits, and which no longer secure any obligations of any Approved Third Party
Credit Provider), and (ii) until the earlier of (a) the satisfaction in full of all
Obligations and (b) the 120th day after any Approved Third Party Credit Provider
provides notice to the Collateral Agent that an event of default has occurred and is
continuing under the respective Hedging Agreement or reimbursement agreement to
which such Approved Third Party Credit Provider is a party and all outstanding
amounts thereunder are then due and payable in full in accordance with the terms
thereof (which period shall be extended in accordance with the terms of the
Intercreditor Agreement), the Collateral Agent (acting on the instructions of the
Required Lenders) will have the sole power to exercise remedies against the
Collateral and to foreclose upon and dispose of the Collateral; provided,
that following the earlier to occur of the



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events set forth in subclauses (a) and (b) above in this clause (ii), the Collateral
Agent will act on the instruction of such Approved Third Party Credit Provider with
respect to the exercise of such remedies against the Collateral.




2. The definition of “Permitted Junior Debt” appearing in Section 1.01
of the Credit Agreement is hereby amended by deleting the text “$100,000,000” in
clause (h) thereof and inserting “$135,000,000” in lieu thereof.




3. Section 2.10 of the Credit Agreement is hereby amended by deleting the text
“$10,000,000” at the end of third sentence thereof and inserting “$85,000,000” in
lieu thereof.



          4. Section 7.01(g) of the Credit Agreement is hereby amended by deleting the text “8.04(i)(x)”
in clause (i) thereof and inserting “8.04(i)” in lieu thereof.




          5. Section 8.01(w) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:





(w) Liens arising (A) from deposits of cash or Cash Equivalents to secure
obligations under the Hess Contracts (or letters of credit supporting such
obligations) or other obligations permitted under Section 8.04(i) so long as the
aggregate amount of such cash and Cash Equivalents so deposited does not exceed
$32,234,880 (it being understood and agreed that the initial utilization of this
basket with respect to cash and Cash Equivalents securing letters of credit
supporting obligations under the Hess Contracts shall be deemed to have been made on
the Effective Date) and (B) up to $10,000,000 in deposits of cash or Cash
Equivalents to secure obligations under Hedging Agreements with Approved Third Party
Credit Providers.



          6. The final paragraph of Section 8.01 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:





In connection with the granting of Liens of the type described in clauses (c), (f), (g),
(i), (q), (r), (v) and (w) of this Section 8.01 by the Borrower of any of its Subsidiaries,
the Collateral Agent shall, to the extent requested by (and at the expense of) the Borrower,
execute appropriate lien releases or lien subordination agreements in favor of the holder or
holders of such Liens (other than, in the case of a granting of Liens of the type described
in clause (w) of this Section 8.01, a lien release with respect to any account of a Credit
Party party to any English Security Document), in each case in form and substance
satisfactory to the Collateral Agent and solely with respect to the item or items of
equipment or other assets subject to such Liens.



          7. Section 8.04(i) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:





(i) Indebtedness of Holdings or any of its Subsidiaries with respect to (A) Third
Party Letters of Credit or (B) performance bonds, surety bonds, appeal



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bonds or customs bonds, or obligations in respect of letters of credit posted in
lieu of, or to secure, any such bonds, required in the ordinary course of business
or in connection with the enforcement of rights or claims of Holdings or such
Subsidiary or in connection with judgments that do not result in a Default or an
Event of Default; provided that (x) the aggregate outstanding amount of all such
Third Party Letters of Credit, performance bonds, surety bonds, appeal bonds,
customs bonds and letters of credit issued in lieu of any such bonds permitted by
this clause (i) shall not at any time exceed $60,000,000 and (y) all Indebtedness
under this clause (i) shall be unsecured, except as permitted under Section 8.01(w)
and for security granted pursuant to the Security Documents in respect of no more
than $35,000,000 of outstanding obligations under Hedging Agreements entered into
with and Third Party Letters of Credit issued by Approved Third Party Credit
Providers that are party to the Intercreditor Agreement; provided, that such
$35,000,000 shall be reduced by the aggregate dollar amount of all deposits of cash
or Cash Equivalents made pursuant to Section 8.01(w)(B) (other than any such
deposits that are returned to Holdings or any of its Subsidiaries, as applicable,
without any enforcement action being taken by any Approved Third Party Credit
Provider against such deposits, and which no longer secure any obligations of any
Approved Third Party Credit Provider).



          8. Section 8.10(b) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:





(b) Holdings will not permit the PDP Coverage Ratio as of the last day of any fiscal quarter
ending (i) after the Funding Date and on or prior to December 31, 2011, to be less than
0.25:1.00 and (ii) after December 31, 2011, to be less than 0.50:1.00.



          9. Clause (iii) of Section 8.12 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:





(iii) (A) any agreement evidencing any Permitted Junior Debt; provided that
such encumbrances and restrictions in agreements evidencing Permitted Junior Debt are on
customary and market terms for similar financings and in any event are no more onerous to
Holdings and its Subsidiaries than those encumbrances and restrictions contained in this
Agreement and the other Loan Documents, but only if such negative pledge or restriction
expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral
Agent and the Lenders with respect to the credit facilities established hereunder and the
Obligations under the Credit Documents on a senior basis; and (B) any Hedging Agreement or
reimbursement agreement related to any Third Party Letter of Credit, in each case with an
Approved Third Party Credit Provider that is party to the Intercreditor Agreement;
provided that such encumbrances and restrictions in any such Hedging Agreements or
reimbursement agreements are no more onerous to Holdings and its Subsidiaries than those
encumbrances and restrictions contained in this Agreement and the other Loan Documents, but
only if such negative pledge or restriction expressly permits Liens for the benefit of the
Administrative Agent and/or the Collateral Agent and the Lenders with respect to the credit
facilities established hereunder and the Obligations under the Credit Documents,



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          10. Section 9 of the Credit Agreement is hereby amended as follows:





(a) deleting the text “or” appearing at the end of Section 9.11;




(b) inserting the text “or” after the semicolon at the end of Section
9.12; and




(c) adding the following Section 9.13 immediately after Section 9.12
thereof:




9.13. Cash and Cash Equivalents with Approved Third Party Credit
Providers. The aggregate amount of cash and Cash Equivalents
deposited with Approved Third Party Credit Providers to secure
obligations of Holdings or any of its Subsidiaries with respect to Third
Party Letters of Credit shall exceed 100% of the actual and contingent
liabilities of Holdings and its Subsidiaries pursuant to reimbursement
and similar agreements related to, or otherwise arising in connection
with, such Third Party Letters of Credit; provided that
fluctuations in foreign currency exchange rates shall be disregarded for
purposes of determining whether the aforementioned percentage cap has
been exceeded.



          11. The Lenders hereby consent to and approve the issuance of convertible notes that are
issued pursuant to governing documentation having terms and conditions consistent with the draft
Description of Notes marked “V&E Draft: 7/13/11” provided to the Administrative Agent by Vinson &
Elkins LLP on July 13, 2011 (the “Draft DoN”) and in connection therewith waive any conflicting
provisions contained in clauses (d), (e) and (g) of the definition of “Permitted Junior Debt”
appearing in Section 1.01 of the Credit Agreement or contained in Section 8.12 of the Credit
Agreement, in each case solely to the extent necessary to permit the issuance of such convertible
notes. The Borrower acknowledges and agrees that such convertible notes, when issued, will be
treated as Permitted Junior Debt for purposes of utilization of the basket in clause (h) of the
definition of “Permitted Junior Debt” appearing in Section 1.01 of the Credit Agreement. For the
avoidance of doubt, any such convertible notes that include additional covenants or events of
default that are not provided for in the Draft DoN shall be deemed not to have been issued on terms
and conditions consistent with the Draft DoN.




          12. Recital 8 of the U.S. Security Agreement shall be amended by inserting the following text
at the end of the first sentence thereof:





     ; provided that, for purposes of the term “Event of Default”, such term shall
mean any Event of Default under, and as defined in, the Credit Agreement and shall also
include any “event of default” (or similar term, including, in the case of a Secured Hedging
Agreement, a “termination event” with respect to which a Grantor is a “defaulting party” or
“affected party”) under, and as defined in, any Secured Hedging Agreement or Secured
Reimbursement Agreement.



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          13. The final paragraph of Section 2 of the U.S. Security Agreement is hereby amended and
restated in its entirety to read as follows:





     Notwithstanding anything to the contrary contained herein or in any other
Credit Document, the aggregate amount of Secured Obligations of the type described
in clauses (b) and (c) of this Section 2 (collectively, the “Secured
Third Party Credit Obligations”) secured by the Collateral pursuant to this
Agreement and the Collateral (as defined under the respective Security Documents)
pursuant to the other Security Documents shall not at any time exceed an amount
equal to $35,000,000 less the aggregate dollar amount of all deposits of
cash or Cash Equivalents made pursuant to Section 8.01(w)(B) of the Credit Agreement
(other than any such deposits that are returned to Holdings or any of its
Subsidiaries, as applicable, without any enforcement action being taken by any
Approved Third Party Credit Provider against such deposits, and which no longer
secure any obligations of any Approved Third Party Credit Provider) (the
“Secured Third Party Credit Obligations Cap”). No amount of Secured Third
Party Credit Obligations in excess of the Secured Third Party Credit Obligations Cap
shall receive the benefit of the security interests granted pursuant to this
Agreement and in no event shall any proceeds received upon the sale of, collection
from, or other realization upon all or any part of the Collateral (as defined in
this Agreement and the other Security Documents) be applied to the Secured Third
Party Credit Obligations in an amount in excess of the Secured Third Party Credit
Obligations Cap.



          14. The penultimate paragraph of Section 1(a) of the Subsidiaries Guaranty is hereby amended
and restated in its entirety to read as follows:





     Notwithstanding anything to the contrary contained herein or in any other
Credit Document, the aggregate amount of Other Obligations to be included within the
Guaranteed Obligations pursuant to this Guaranty shall not at any time exceed an
amount equal to $35,000,000 less the aggregate dollar amount of all deposits
of cash or Cash Equivalents made pursuant to Section 8.01(w)(B) of the Credit
Agreement (other than any such deposits that are returned to Holdings or any of its
Subsidiaries, as applicable, without any enforcement action being taken by any
Approved Third Party Credit Provider against such deposits, and which no longer
secure any obligations of any Approved Third Party Credit Provider) (the “Other
Obligations Cap”). No amount of Other Obligations in excess of the Other
Obligations Cap shall receive the benefit of this Guaranty and in no event shall any
proceeds received upon collection from or other realization upon this Guaranty be
applied to the Other Obligations in an amount in excess of the Other Obligations
Cap.



II. Incremental Amendment.




          1. Subject to the effectiveness of the Incremental Upsize Amendment, each lender party hereto
providing an Incremental Term Loan Commitment (as defined below) as indicated on its signature page
hereto (each, an “Incremental Term Loan Lender”) hereby






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severally agrees to provide the Incremental Term Loan Commitment set forth opposite its name
on Annex I attached hereto (for each such Incremental Term Loan Lender, its
“Incremental Term Loan Commitment”). Each Incremental Term Loan Commitment provided
pursuant to this Third Amendment shall be subject to all of the terms and conditions set forth in
the Credit Agreement, including, without limitation, Section 2.10 thereof. The Incremental Term
Loan Lenders, the Administrative Agent, the Borrower and Holdings agree that each of Section II of
this Third Amendment and Annex I hereto constitute an Incremental Amendment pursuant to and in
accordance with Section 2.10 of the Credit Agreement.




          2. Each Incremental Term Loan Lender, Holdings, the Borrower and the Administrative Agent
acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Third
Amendment shall constitute Incremental Term Loan Commitments specified in Annex I attached
hereto and, upon the incurrence of Incremental Term Loans pursuant to such Incremental Term Loan
Commitments, shall constitute Term Loans for all purposes of the Credit Agreement and the other
applicable Credit Documents.




          3. Each Incremental Term Loan Lender, Holdings, the Borrower and the Administrative Agent
agree to the terms and conditions set forth on Annex I hereto in respect of each
Incremental Term Loan Commitment provided pursuant to this Third Amendment.




          4. Pursuant to Section 2.10 of the Credit Agreement, Holdings, the Borrower and the
Administrative Agent hereby amend the Credit Agreement as follows:




          The table appearing in Section 4.02(a) of the Credit Agreement is hereby restated in its entirety
to reflect the additional amount of Scheduled Repayments, as set forth on Annex I hereto, due on
each Scheduled Repayment Date resultant from the incurrence of Incremental Term Loans pursuant to
the Incremental Amendment.




          5. Each Incremental Term Loan Lender party to this Third Amendment, to the extent not already
a party to the Credit Agreement as a Lender thereunder, (i) confirms that it has received a copy of
the Credit Agreement and the other Credit Documents, together with copies of the financial
statements referred to therein, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Third Amendment and to
become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement and the other Credit Documents, (iii)
acknowledges and agrees that no fiduciary or advisory relationship between the Administrative Agent
and any Incremental Term Loan Lender is intended to be or has been created in respect of any of the
transactions contemplated by this Third Amendment, (iv) acknowledges and agrees that the
Administrative Agent, on the one hand, and each Incremental Term Loan Lender on the other hand,
have an arms-length business relationship that does not directly or indirectly give rise to, and no
Incremental Term Loan Lender relies on, any fiduciary duty on the Administrative Agent’s part, (v)
acknowledges and agrees that each Incremental Term Loan Lender is capable of evaluating and
understanding, and each such Incremental Term Loan Lender understands and accepts, the terms, risks
and conditions of the transactions contemplated by this Third Amendment, (vi) acknowledges and
agrees that the




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Administrative Agent or any of its Affiliates may have received fees or other compensation
from Holdings or any of its Affiliates in connection with this Third Amendment which may or may not
be publicly disclosed and such fees or compensation do not affect any Incremental Term Loan
Lender’s independent credit decision to enter into the transactions contemplated by this Third
Amendment, (vii) acknowledges and agrees that notwithstanding that no fiduciary or similar
relationship exists between the Administrative Agent and any Incremental Term Loan Lender, each
such Incremental Term Loan Lender hereby waives, to the fullest extent permitted by law, any claims
it may have against the Administrative Agent or its Affiliates for breach of fiduciary duty or
alleged breach of fiduciary duty and agrees that the Administrative Agent and its Affiliates shall
have no liability (whether direct or indirect) to any Incremental Term Loan Lender in respect of
such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in
right of any Incremental Term Loan Lender, including any such Incremental Term Loan Lender’s
stockholders, employees or creditors, (viii) appoints and authorizes the Administrative Agent and
the Collateral Agent to take such action as agent on its behalf and to exercise such powers under
the Credit Agreement, the other Credit Documents as are delegated to the Administrative Agent and
the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are
reasonably incidental thereto, and (ix) agrees that it will perform in accordance with their terms
all of the obligations which by the terms of the Credit Agreement and the other Credit Documents
are required to be performed by it as a Lender.




          6. Upon the occurrence of the Third Amendment Effective Date (as defined below), each
Incremental Term Loan Lender party hereto (i) shall be obligated to make the Incremental Term Loans
provided to be made by it as provided in this Third Amendment on the terms, and subject to the
conditions, set forth in the Credit Agreement and in this Third Amendment and (ii) to the extent
provided in this Third Amendment, shall have the rights and obligations of a Lender thereunder and
under the other applicable Credit Documents.




          7. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with
respect to the Incremental Term Loan Commitments provided hereby, including, without limitation,
all Incremental Term Loans made pursuant thereto and (ii) all such Obligations (including all such
Incremental Term Loans) shall be entitled to the benefits of the Security Documents and each
Guaranty.




          8. Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the
Incremental Term Loan Commitments provided hereby and all Incremental Term Loans made pursuant
thereto (i) shall be fully guaranteed pursuant to their respective Guaranties as, and to the
extent, provided therein and in the Credit Agreement and (ii) are fully secured by the Security
Documents and shall be entitled to the benefits of their respective Security Documents as, and to
the extent, provided therein and in the Credit Agreement.




III. Miscellaneous Provisions.




          1. In order to induce the Lenders (including each Incremental Term Loan Lender) to enter into
this Third Amendment, each of Holdings and the Borrower hereby represents and warrants that:







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     (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
each of the Credit Documents Amendment Effective Date (as defined below) and the Third
Amendment Effective Date, with the same effect as though such representations and warranties
had been made on and as of the Credit Documents Amendment Effective Date or the Third
Amendment Effective Date, as the case may be (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);




     (ii) no Default or Event of Default exists before or immediately after giving effect to
the amendments set forth in this Third Amendment, or the incurrence of Incremental Term
Loans, on the Third Amendment Effective Date; and




     (iii) Holdings is in compliance with the covenants set forth in Sections 8.08 through
8.10, inclusive, of the Credit Agreement on a Pro Forma Basis for the Test Period ending on
March 31, 2011, as more specifically demonstrated by the calculations set forth on Annex II
hereto.



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




          3. This Third 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.




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




          5. The Credit Documents Amendment, as set forth in Section I, shall become effective on the
date (the “Credit Documents Amendment Effective Date”) when 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).




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          6. The Incremental Amendment, as set forth in Section II, shall become effective immediately
after the effectiveness of the Credit Documents Amendment pursuant to Section III(5) above on the
date (the “Third Amendment Effective Date”) when each of the following conditions shall
have been satisfied:





     (i) the Borrower shall have paid (a) to the Administrative Agent all fees and
reasonable and documented out-of-pocket expenses owing to it in connection with this Third
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 Third Amendment or the First Amendment) and
invoiced on or before the date hereof and (b) any other fees then due and payable in
connection with the Incremental Amendment;




     (ii) the Borrower, Holdings, each Subsidiary Guarantor, each Incremental Term Loan
Lender and the Administrative Agent 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




     (iii) each other condition precedent set forth in Section 6 of Annex I hereto
shall have been satisfied.



          7. From and after each of the Credit Documents Amendment Effective Date and the Third
Amendment Effective Date, all references in each Credit Document to the “Credit Agreement”, the
“U.S. Security Agreement” and the “Subsidiaries Guaranty” shall be deemed to be references to such
documents as modified hereby on the Credit Documents Amendment Effective Date or the Third
Amendment Effective Date, as the case may be. From and after the Third Amendment Effective Date,
(i) the Incremental Term Loans shall constitute “Incremental Term Loans” and “Term Loans” as
defined in the Credit Agreement; and (ii) each Incremental Term Loan Lender shall constitute a
“Lender” as defined in the Credit Agreement.




          8. After the execution and delivery to the Administrative Agent of a fully executed copy of
this Third Amendment by the parties hereto, this Third Amendment may only be changed, modified or
varied by written instrument in accordance with the requirements for the modification of Credit
Documents pursuant to Section 13.12 of the Credit Agreement.




          9. The Credit Parties and the Collateral Agent agree to execute and deliver (i) such
amendments, supplements and/or other modifications to the English Security Documents, (ii) new
Security Documents that cover assets substantially similar to those covered by the Scottish
Security together with relative notices, and (iii) new Security Documents that cover assets
substantially similar to those covered by the Dutch Pledge Agreements, in each case as the
Collateral Agent may require in connection with the Incremental Upsize Amendment and to secure the
Incremental Term Loans.




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     The Lenders (including the Incremental Term Loan Lenders) hereby authorize the Collateral
Agent to execute and deliver the aforementioned amendments, supplements and/or other modifications
and any aforementioned new Security Documents and take any other action (including, without
limitation, such actions and steps described in Section 7.12(b) of the Credit Agreement) with
respect to any Collateral and Security Documents as the Collateral Agent may deem necessary in
connection with the Incremental Upsize Amendment and the incurrence of Incremental Term Loans. All
actions and steps described in this paragraph shall be at Holdings’ and the Borrower’s expense.



* * *




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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Third 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 	 
	 



Signature Page to Third Amendment





 









 





	 	 	 	 	 
	 	ENDEAVOUR ENERGY UK LIMITED

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



Signature Page to Third Amendment





 









 





	 	 	 	 	 
	 	ENDEAVOUR OPERATING CORPORATION, as a Subsidiary
Guarantor

 	 
	 	By:  	/s/ William L. Transier
 	 
	 	 	Name:  	William L. Transier 	 
	 	 	Title:  	Chief Executive Officer, President and Director 	 
	 



Signature Page to Third Amendment





 









 





	 	 	 	 	 
	 	ENDEAVOUR ENERGY NORTH SEA LLC, as a 

Subsidiary Guarantor

 	 
	 	By:  	/s/ Catherine Stubbs
 	 
	 	 	Name:  	Catherine Stubbs 	 
	 	 	Title:  	Manager 	 
	 



Signature Page to Third Amendment





 









 





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


By: Endeavour Energy North Sea LLC, its general

partner

 	 
	 	By:  	/s/ Catherine Stubbs
 	 
	 	 	Name:  	Catherine Stubbs 	 
	 	 	Title:  	Manager 	 
	 



Signature Page to Third Amendment





 









 





	 	 	 	 	 
	 	ENDEAVOUR ENERGY NEW VENTURES INC., 

as a Subsidiary Guarantor

 	 
	 	By:  	/s/ William L. Transier
 	 
	 	 	Name:  	William L. Transier 	 
	 	 	Title:  	President and Director 	 
	 



Signature Page to Third Amendment





 









 





	 	 	 	 	 
	 	END MANAGEMENT COMPANY, as a 

Subsidiary Guarantor

 	 
	 	By:  	/s/ William L. Transier
 	 
	 	 	Name:  	William L. Transier 	 
	 	 	Title:  	President and Director 	 
	 



Signature Page to Third Amendment





 









 





	 	 	 	 	 
	 	ENDEAVOUR INTERNATIONAL HOLDING 

B.V., as a Subsidiary Guarantor

 	 
	 	By:  	/s/ J. Michael Kirksey
 	 
	 	 	Name:  	J. Michael Kirksey 	 
	 	 	Title:  	Managing Director A 	 
	 



Signature Page to Third Amendment





 









 





	 	 	 	 	 
	 	ENDEAVOUR ENERGY NETHERLANDS B.V.,

as a Subsidiary Guarantor

 	 
	 	By:  	/s/ J. Michael Kirksey
 	 
	 	 	Name:  	J. Michael Kirksey 	 
	 	 	Title:  	Managing Director A 	 
	 



Signature Page to Third Amendment






 









 








	 	 	 	 	 
	 	CYAN PARTNERS, LP, as Administrative Agent,

      as a Lender and as an Incremental Term Loan 

      Lender

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



Signature Page to Third Amendment





 











 





	 	 	 	 	 	 	 

	 	 	CRESCENT 1, L.P. as a Lender and as an Incremental Term Loan Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: CYRUS CAPITAL PARTNERS, L.P. as Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Milich	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David Milich	 	 
	 	 	Title: Authorized Signatory	 	 






 









 







	 	 	 	 	 
	 	CYAN PI INVESTMENTS, LP, as an Incremental Term Loan Lender
	 
	 
	 	By:  	 /s/  Ashok Nayyan
 	 
	 	Name:	Ashok Nayyan 	 
	 	Title:	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 	 	 

	 	 	CYR FUND L.P. as a Lender and as an Incremental Term Loan Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: CYRUS CAPITAL PARTNERS, L.P. as Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Milich	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David Milich	 	 
	 	 	Title: Authorized Signatory	 	 






 









 





	 	 	 	 	 	 	 

	 	 	CYRUS EUROPE FUND, L.P. as a Lender and as an Incremental Term Loan Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: CYRUS CAPITAL PARTNERS, L.P., as Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Milich	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David Milich	 	 
	 	 	Title: Authorized Signatory	 	 






 









 





	 	 	 	 	 	 	 

	 	 	CYRUS OPPORTUNITIES FUND II, L.P., as a Lender and as an Incremental Term Loan Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: CYRUS CAPITAL PARTNERS, L.P., as Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Milich	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	David Milich	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






 









 





	 	 	 	 	 	 	 

	 	 	CYRUS SELECT OPPORTUNITIES FUND, L.P. as an Incremental Term Loan Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: CYRUS CAPITAL PARTNERS, L.P., as Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Milich	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David Milich	 	 
	 	 	Title: Authorized Signatory	 	 






 









 





	 	 	 	 	 
	 	DODER TRUST LIMITED (as Trustee for the Bat Hanadiv Foundation No 3), as a Lender

 	 
	 	By:  	/s/  Jozef C. Hendricks
 	 
	 	Name:	Jozef C. Hendricks 	 
	 	Title:	Director 	 
	 




 









 





	 	 	 	 	 
	 	DODER TRUST LIMITED (as Trustee for the Jader Trust No 4),as a Lender

 	 
	 	By:  	/s/  Jozef Hendricks
 	 
	 	Name:	Jozef Hendricks 	 
	 	Title:	Director 	 
	 




 











 





	 	 	 	 	 	 	 

	 	 	HELIOS CORPORATE LLC, as a Lender and as an Incremental Term Loan Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Joshua Nadell
 

Joshua Nadell
	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 






	 	 	 	 	 	 	 

	 	 	JGB CAPITAL OFFSHORE LTD., as a Lender and as an Incremental Term Loan Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brett Cohen
 

Brett Cohen
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






 









 






	 	 	 	 	 	 	 

	 	 	JGB CAPITAL LP., as a Lender and as an Incremental Term Loan Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brett Cohen
 

Brett Cohen
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






 









 






	 	 	 	 	 	 	 

	 	 	JGB PARTNERS LP, as an Incremental Term Loan Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Brett Cohen
 

Brett Cohen 


Authorized Signatory
	 	 






 









 






	 	 	 	 	 	 	 

	 	 	RIVER BIRCH MASTER FUND L.P., as a Lender and as an Incremental Term Loan Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Alex Kirk
 

Alex Kirk
	 	 
	 

	 	Title:
	 	Managing Member	 	 






 









 






	 	 	 	 	 	 	 

	 	 	SAMC LLC., as a Lender and as an Incremental Term Loan Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brett Cohen
 

Brett Cohen
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






 









 






	 	 	 	 	 	 	 

	 	 	STEELHEAD NAVIGATOR MASTER L.P., as a Lender and as an Incremental Term Loan Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STEELHEAD PARTNERS, LLC, its	 	 
	 

	 	 	 	Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Grant Hulse
 

Grant Hulse
	 	 
	 

	 	Title:
	 	Director of Finance and Operations