plus (c) 3.0% of the aggregate principal amount of the Term Loans outstanding as ofthe Issue Date, and (iv) the Administrative Agent promptly distributes the Prepayment Amountpursuant 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 CreditAgreement, the Borrower shall be permitted to make the Prepayment on the Issue Date so long as alloutstanding 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 isotherwise 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 compliedwith in all respects.          2. In order to induce the Lenders to enter into this Second Amendment, each of Holdings andthe Borrower hereby represents and warrants that:     (i) all of the representations and warranties contained in the Credit Documents aretrue and correct in all material respects both before and immediately after giving effect tothe Second Amendment Effective Date, with the same effect as though such representations andwarranties had been made on and as of the Second Amendment Effective Date (it beingunderstood that any representation or warranty made as of a specific date shall be true andcorrect in all material respects as of such specific date); and     (ii) no Default or Event of Default exists before or immediately after giving effect tothe 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 amodification, acceptance or waiver of any other provision of the Credit Documents, all of whichother 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 differentparties 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 ofwhich shall together constitute one and the same instrument. A complete set of counterparts shallbe lodged with the Borrower and the Administrative Agent.          5. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BECONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TOCONFLICTS OF LAWS RULES AND PRINCIPLES THEREUNDER).
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          6. This Second Amendment shall become effective on the date (the “Second AmendmentEffective 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 offacsimile or other electronic transmission) the same to White & Case LLP, 1155 Avenue of theAmericas, 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 reasonableand documented out-of-pocket expenses owing to it in connection with this Second Amendmentand shall have reimbursed the Administrative Agent for all reasonable and documented out-ofpocket legal expenses of White & Case LLP, DLA Piper LLP (US), CMS Cameron McKenna and NautaDutilh incurred in connection with the Credit Agreement (including, without limitation, inconnection with this Second Amendment or the First Amendment) and invoiced on or before thedate hereof.          7. From and after the Second Amendment Effective Date, all references in each Credit Documentto the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modifiedhereby on the Second Amendment Effective Date.*     *     *
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Second Amendment tobe duly executed and delivered as of the date first above written.      ENDEAVOUR INTERNATIONAL CORPORATION