INCREMENTAL TERM LOAN COMMITMENT AND AMENDMENT AGREEMENT
 
 
 Re:
    
    Incremental Term Loan Commitments
  Holdings Borrower Lender Lenders Credit Agreement Agreement
 Incremental Term Loan Lender Annex I Incremental Term Loan Commitment
 Incremental Term Loan
Borrower Annex I




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Annex I
 Annex II
 provided
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Annex I Agreement Effective
Date
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THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
 Very truly yours,
CYRUS OPPORTUNITIES FUND II, L.P.By:
    CYRUS CAPITAL PARTNERS L.P., as Investment ManagerBy:
    /s/  Brennan McCawName:
    Brennan McCawTitle:
    Chief Financial OfficerCYRUS EUROPE FUND, L.P.By:
    CYRUS CAPITAL PARTNERS L.P., as Investment ManagerBy:
    /s/  Brennan McCawName:
    Brennan McCawTitle:
    Chief Financial OfficerCRESCENT 1, L.P.By:
    CYRUS CAPITAL PARTNERS L.P., as Investment ManagerBy:
    /s/  Brennan McCawName:
    Brennan McCawTitle:
    Chief Financial OfficerCYR FUND, L.P.By:
    CYRUS CAPITAL PARTNERS L.P., as Investment ManagerBy:
    /s/  Brennan McCawName:
    Brennan McCawTitle:
    Chief Financial Officer 5




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ENDEAVOUR INTERNATIONAL CORPORATIONBy:
    /s/  J. Michael KirkseyName:
    J. Michael KirkseyTitle:
    Executive Vice President and Chief Financial
OfficerENDEAVOUR ENERGY UK LIMITEDBy:
    /s/  J. Michael KirkseyName:
    J. Michael KirkseyTitle:
    Executive Vice President and Chief Financial Officer 6




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CYAN PARTNERS, LP,
as Administrative AgentBy:
    /s/  Jonathan TunisName:
    Jonathan TunisTitle:
    Authorized Signatory 7




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ENDEAVOUR INTERNATIONAL CORPORATION, as a GuarantorBy:
    /s/  J. Michael KirkseyName:
    J. Michael KirkseyTitle:
    Executive Vice President and Chief Financial OfficerENDEAVOUR ENERGY NORTH SEA LLC, as a GuarantorBy:
    /s/  Cathy StubbsName:
    Cathy StubbsTitle:
    Senior Vice President  FinanceENDEAVOUR ENERGY NORTH SEA, L.P., as a GuarantorBy:
    /s/ Cathy StubbsName:
    Cathy StubbsTitle:
    Senior Vice President  FinanceENDEAVOUR OPERATING CORPORATION, as a GuarantorBy:
    /s/ J. Michael KirkseyName:
    J. Michael KirkseyTitle:
    Executive Vice President and Chief Financial Officer 8




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ENDEAVOUR INTERNATIONAL HOLDING B.V., as a GuarantorBy:
    /s/  J. Michael KirkseyName:
    J. Michael KirkseyTitle:
    Executive Vice President and Chief Financial OfficerENDEAVOUR ENERGY NETHERLANDS B.V., as a GuarantorBy:
    /s/ J. Michael KirkseyName:
    J. Michael KirkseyTitle:
    Executive Vice President and Chief Financial OfficerENDEAVOUR ENERGY NEW VENTURES INC., as a GuarantorBy:
    /s/ J. Michael KirkseyName:
    J. Michael KirkseyTitle:
    Executive Vice President and Chief Financial OfficerEND MANAGEMENT COMPANY, as a GuarantorBy:
    /s/  J. Michael KirkseyName:
    J. Michael KirkseyTitle:
    Executive Vice President and Chief Financial Officer 9




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ANNEX I
 TERMS AND CONDITIONS FOR  INCREMENTAL TERM LOAN COMMITMENT
  1.
    
    Name of Incremental Term Loan Borrower: Endeavour Energy UK Limited2.
    
    Incremental Term Loan Commitment Amounts (as of the Agreement Effective Date):
 Amount of Incremental Term LoanNames of Incremental Term Loan Lender(s)
    
    CommitmentCyrus Opportunities Fund II, L.P.
    
    $
    1,843,000Cyrus Europe Fund, L.P.
    
    $
    97,000Crescent 1, L.P.
    
    $
    3,209,000CYR Fund, L.P.
    
    $
    4,851,000Total:
    
    $
    10,000,000
 3.
    
    Incremental Term Loan Borrowing Date: October 22, 20104.
    
    Dates for, and amounts of, Scheduled Incremental Term Loan Repayments:
 Fiscal Quarter Ending
    
    AmountDecember 31, 2010
    
    $
    25,000March 31, 2011
    
    $
    25,000June 30, 2011
    
    $
    25,000September 30, 2011
    
    $
    25,000December 31, 2011
    
    $
    25,000March 31, 2012
    
    $
    25,000June 30, 2012
    
    $
    25,000September 30, 2012
    
    $
    25,000December 31, 2012
    
    $
    25,000March 31, 2013
    
    $
    25,000June 30, 2013
    
    $
    25,000Maturity Date
    
    $9,725,000 (plus amounts attributable to PIK Interest added to outstanding principal of the Incremental Term Loans pursuant to the Credit Agreement)
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5.
    
    The proceeds of the Incremental Term Loans to be provided hereunder are to be used for general
corporate purposes as provided for in Section 6.08 of the Credit Agreement.6.
    
    Other Conditions Precedent:
 (a)
    
    Notice of request by the Incremental Term Loan Borrower for one or more Incremental Term Loans.
 7.
    
    Notice Office: c/o Cyan Partners, LP, 399 Park Avenue, 39th Floor, New York, New York, 10022,
Attention: Divya Gopal, Telephone No.: (212) 380-5864, Telecopier No.: (212) 380-5871 or such
other office or person as the Administrative Agent may designate in writing in accordance with
the terms of the Credit Agreement.8.
    
    Payment Office: c/o Cyan Partners, LP, 399 Park Avenue, 39th Floor, New York, New York,
10022, or such other office as the Administrative Agent may designate in writing in accordance
with the terms of the Credit Agreement.
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ANNEX II
 INCREMENTAL AMENDMENTS
 1.
    
    The definition of Borrowing in appearing in Section 1.01 of the Credit Agreement is
hereby amended by inserting the text or, in the case of Incremental Term Loans, from the
Lenders and/or Additional Lenders, as applicable, pursuant to an Incremental Amendment
immediately following the text on the Funding Date in such definition.2.
    
    The definition of Credit Documents appearing in Section 1.01 of the Credit Agreement
is hereby amended by inserting the text each Incremental Amendment, immediately following
the text each Note, in such definition.3.
    
    The definition of Lender appearing in Section 1.01 of the Credit Agreement is hereby
amended by inserting the text  or an Additional Lender pursuant to an Incremental
Amendment in accordance with Section 2.10 immediately following the text or 11.04(b) in
such definition.4.
    
    Section 2.01 of the Credit Agreement is hereby amended by deleting the text Total
Commitment (immediately prior to the incurrence of Term Loans on the Funding Date) Term
Loans incurred by the Borrower on the Funding Date plus and inserting in lieu
thereof the text Term Loans incurred by the Borrower (x) on the Funding Date and (y)
pursuant to any Incremental Amendment (if any) plus, in each case,.5.
    
    Section 2.03 of the Credit Agreement is hereby amended by deleting the comma
immediately following the text Notice of Borrowing appearing in the first sentence of
such section and inserting in lieu thereof the text or in an Incremental Amendment, as the
case may be,.6.
    
    The table appearing in Section 4.02(a) of the Credit Agreement is hereby amended and
restated by deleting such table and replacing it with the table set forth below to reflect
the Scheduled Incremental Term Loan Repayments set out in paragraph 4 of Annex I to the
Agreement to which this Annex II is attached.
 Fiscal Quarter Ending
    
    AmountDecember 31, 2010
    
    $
    400,000March 31, 2011
    
    $
    400,000June 30, 2011
    
    $
    400,000September 30, 2011
    
    $
    400,000December 31, 2011
    
    $
    400,000March 31, 2012
    
    $
    400,000June 30, 2012
    
    $
    400,000September 30, 2012
    
    $
    400,000December 31, 2012
    
    $
    400,000March 31, 2013
    
    $
    400,000June 30, 2013
    
    $
    400,000Maturity Date
    
    $155,600,000 (plus amounts
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attributable to PIK
Interest
added to outstanding principal
of the Incremental Term
Loans pursuant to the Credit
Agreement)
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ANNEX III
 FINANCIAL COVENANT CALCULATIONS
 (in million USD)
 Ratio of Consolidated Net Indebtedness
to Consolidated EBITDAXConsolidated Net IndebtednessConsolidated Indebtedness:Letters of Credit & Guarantees
    
    
    32.2Pro Forma Term Loan
    
    
    160.0Subordinated Notes
    
    
    50.9Convertible Notes
    
    
    81.3Convertible Bond
    
    
    54.3Contingent Obligations
    
    
    0.0Off-Balance Sheet Liabilities
    
    
    0.0Subtotal
    
    
    378.6Less:Pro Forma 30 Day Average Daily Unrestricted Cash
    
    
    65.5Consolidated Net Indebtedness
    
    
    313.1Consolidated EBITDAX in Test Period
    
    
    50.3Total Leverage Ratio
    
    
    6.2
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(in thousands USD)
 Quarter
    
    
    
    
    
    
    
    
    
    Quarter
    
    Four ConsecutiveEnded
    
    Quarter
    
    
    
    
    
    Ended
    
    Quarters EndedDecember
    
    Ended March
    
    Quarter Ended
    
    September
    
    September 30,31, 2009
    
    31, 2010
    
    June 30, 2010
    
    30, 2010
    
    2010Consolidated Net Income:Net income (loss)
    
    
    
    
    
    
    
    
    
    
    605
    
    
    
    (13,579
    )Less:(i) Net income (loss) minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (ii) Net income (loss) of subsidiary accrued prior to ownership
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (iii) Net income (loss) of subsidiary disallowed
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consolidated Net Income
    
    
    
    
    
    
    
    
    
    
    605
    
    
    
    (13,579
    )Consolidated EBITDAX:Consolidated Net Income
    
    
    
    
    
    
    
    
    
    
    605
    
    
    
    (13,579
    )Less:(a) Extraordinary gain (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (b) Non-cash income (expense)Non-cash G&A
    
    
    
    
    
    
    
    
    
    
    (1,584
    )
    
    
    (1,501
    )Unrealized gain (loss) on derivatives
    
    
    
    
    
    
    
    
    
    
    6,108
    
    
    
    4,555Foreign currency gain (loss)
    
    
    
    
    
    
    
    
    
    
    607
    
    
    
    (2,336
    )Extraordinary expense  transaction costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Inventory valuation adjustment
    
    
    
    
    
    
    
    
    
    
    (35
    )
    
    
    (438
    )Inventory impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (c) Gain (loss) from sale of assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (d) Interest income
    
    
    
    
    
    
    
    
    
    
    18
    
    
    
    7Subtotal  Deductions
    
    
    
    
    
    
    
    
    
    
    5,114
    
    
    
    287Plus:(i) Interest expense, deferred finance costs amortiz
    
    
    
    
    
    
    
    
    
    
    5,623
    
    
    
    10,474(ii) Tax expense (benefit)
    
    
    
    
    
    
    
    
    
    
    5,084
    
    
    
    (2,001
    )(iii) DD&A
    
    
    
    
    
    
    
    
    
    
    7,912
    
    
    
    7,697(iv) Transaction fees of $160mm deal, not previously added
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,201(v) G&G
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (vi) Impairment of oil & gas properties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (vii) Goodwill amortization or impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Subtotal  Additions
    
    
    
    
    
    
    
    
    
    
    18,619
    
    
    
    26,370Consolidated EBITDAX (4Q09 & 1Q10 per credit agreement)
    
    
    18,140
    
    
    
    9,720
    
    
    
    14,110
    
    
    
    12,505
    
    
    
    54,474
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(in million USD)
 (a) Reserve Coverage RatioRatio of PV-10 Value + Probable Reserve Value
to Consolidated Net Secured IndebtednessPV-10 Value of Proved Reserves
    
    
    463.9Probable Reserve Value
    
    
    281.0Total Reserve Value
    
    
    744.9Consolidated Secured Indebtedness:Term Loan
    
    
    160.0Letters of Credit & Guarantees
    
    
    32.2Hedging Obligations
    
    
    Off-Balance Sheet Liabilities
    
    
    Contingent Obligations
    
    
    Subtotal
    
    
    192.2Pro Forma 30 Day Average Daily Unrestricted Cash
    
    
    65.5Consolidated Net Secured Indebtedness
    
    
    126.7Reserve Coverage Ratio
    
    
    5.9(b) PDP Coverage RatioRatio of PV-10 Value from PDP Production
to Consolidated Net Secured IndebtednessPV-10 Value of PDP Reserves
    
    
    87.4Consolidated Net Secured Indebtedness
    
    
    126.7PDP Coverage Ratio
    
    
    0.7
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