EXHIBIT 10.2
 THIRD AMENDMENT TO CREDIT AGREEMENT, U.S. SECURITY AGREEMENT AND
SUBSIDIARIES GUARANTY
 Third Amendment Holdings Borrower Administrative Agent
  Credit Agreement
 Collateral Agent U.S. Security Agreement
 Subsidiaries Guaranty
  Credit Documents Amendment Incremental Upsize Amendment




---



##### 



Incremental Amendment
   Credit Documents Amendment
 Intercreditor Agreement
 Intercreditor Agreement provided provided
 2




---



##### 



Permitted Junior Debt
         3




---



##### 



provided,
    provided provided
 4




---



##### 



Cash and Cash Equivalents with Approved Third Party Credit
Providers provided
   provided
 5




---



##### 



Section 2 Secured
Third Party Credit Obligations less Secured Third Party Credit Obligations Cap
  less Other
Obligations Cap
 Incremental Amendment
 Incremental Term Loan Lender
 6




---



##### 



Annex I Incremental Term Loan Commitment
 Annex I
 Annex I
    7




---



##### 



Miscellaneous Provisions
  8




---



##### 



Credit Documents Amendment Effective Date
 9




---



##### 



Third Amendment Effective Date
   Annex I
    10




---



##### 



11




---



##### 



ENDEAVOUR INTERNATIONAL CORPORATIONBy:
    /s/ J. Michael KirkseyName:
    J. Michael KirkseyTitle:
    Executive Vice President and
Chief Financial Officer Signature Page to Third Amendment




---



##### 



ENDEAVOUR ENERGY UK LIMITEDBy:
    /s/ J. Michael KirkseyName:
    J. Michael KirkseyTitle:
    Authorized Signatory Signature Page to Third Amendment




---



##### 



ENDEAVOUR OPERATING CORPORATION, as a Subsidiary
GuarantorBy:
    /s/ William L. TransierName:
    William L. TransierTitle:
    Chief Executive Officer, President and Director Signature Page to Third Amendment




---



##### 



ENDEAVOUR ENERGY NORTH SEA LLC, as a 
Subsidiary GuarantorBy:
    /s/ Catherine StubbsName:
    Catherine StubbsTitle:
    Manager Signature Page to Third Amendment




---



##### 



ENDEAVOUR ENERGY NORTH SEA L.P., as a Subsidiary
Guarantor
By: Endeavour Energy North Sea LLC, its general
partnerBy:
    /s/ Catherine StubbsName:
    Catherine StubbsTitle:
    Manager Signature Page to Third Amendment




---



##### 



ENDEAVOUR ENERGY NEW VENTURES INC., 
as a Subsidiary GuarantorBy:
    /s/ William L. TransierName:
    William L. TransierTitle:
    President and Director Signature Page to Third Amendment




---



##### 



END MANAGEMENT COMPANY, as a 
Subsidiary GuarantorBy:
    /s/ William L. TransierName:
    William L. TransierTitle:
    President and Director Signature Page to Third Amendment




---



##### 



ENDEAVOUR INTERNATIONAL HOLDING 
B.V., as a Subsidiary GuarantorBy:
    /s/ J. Michael KirkseyName:
    J. Michael KirkseyTitle:
    Managing Director A Signature Page to Third Amendment




---



##### 



ENDEAVOUR ENERGY NETHERLANDS B.V.,
as a Subsidiary GuarantorBy:
    /s/ J. Michael KirkseyName:
    J. Michael KirkseyTitle:
    Managing Director A Signature Page to Third Amendment




---



##### 



CYAN PARTNERS, LP, as Administrative Agent,
      as a Lender and as an Incremental Term Loan 
      LenderBy:
    /s/ Jonathan TunisName:
    Jonathan TunisTitle:
    Authorized Signatory Signature Page to Third Amendment




---



##### 



CRESCENT 1, L.P. as a Lender and as an Incremental Term Loan LenderBy: CYRUS CAPITAL PARTNERS, L.P. as Investment ManagerBy:
    
    /s/ David MilichName: David MilichTitle: Authorized Signatory




---



##### 



CYAN PI INVESTMENTS, LP, as an Incremental Term Loan LenderBy:
    /s/  Ashok NayyanName:
    Ashok NayyanTitle:
    Authorized Signatory




---



##### 



CYR FUND L.P. as a Lender and as an Incremental Term Loan LenderBy: CYRUS CAPITAL PARTNERS, L.P. as Investment ManagerBy:
    
    /s/ David MilichName: David MilichTitle: Authorized Signatory




---



##### 



CYRUS EUROPE FUND, L.P. as a Lender and as an Incremental Term Loan LenderBy: CYRUS CAPITAL PARTNERS, L.P., as Investment ManagerBy:
    
    /s/ David MilichName: David MilichTitle: Authorized Signatory




---



##### 



CYRUS OPPORTUNITIES FUND II, L.P., as a Lender and as an Incremental Term Loan LenderBy: CYRUS CAPITAL PARTNERS, L.P., as Investment ManagerBy:
    
    /s/ David MilichName:
    
    David MilichTitle:
    
    Authorized Signatory




---



##### 



CYRUS SELECT OPPORTUNITIES FUND, L.P. as an Incremental Term Loan LenderBy: CYRUS CAPITAL PARTNERS, L.P., as Investment ManagerBy:
    
    /s/ David MilichName: David MilichTitle: Authorized Signatory




---



##### 



DODER TRUST LIMITED (as Trustee for the Bat Hanadiv Foundation No 3), as a LenderBy:
    /s/  Jozef C. HendricksName:
    Jozef C. HendricksTitle:
    Director




---



##### 



DODER TRUST LIMITED (as Trustee for the Jader Trust No 4),as a LenderBy:
    /s/  Jozef HendricksName:
    Jozef HendricksTitle:
    Director




---



##### 



HELIOS CORPORATE LLC, as a Lender and as an Incremental Term Loan LenderBy:
Name:
    
    /s/ Joshua Nadell

Joshua NadellTitle:
    
    Vice President




---



##### 



JGB CAPITAL OFFSHORE LTD., as a Lender and as an Incremental Term Loan LenderBy:
Name:
    
    /s/ Brett Cohen

Brett CohenTitle:
    
    Authorized Signatory




---



##### 



JGB CAPITAL LP., as a Lender and as an Incremental Term Loan LenderBy:
Name:
    
    /s/ Brett Cohen

Brett CohenTitle:
    
    Authorized Signatory




---



##### 



JGB PARTNERS LP, as an Incremental Term Loan LenderBy:
Name:
Title:
    
    /s/ Brett Cohen

Brett Cohen 

Authorized Signatory




---



##### 



RIVER BIRCH MASTER FUND L.P., as a Lender and as an Incremental Term Loan LenderBy:
Name:
    
    /s/ Alex Kirk

Alex KirkTitle:
    
    Managing Member




---



##### 



SAMC LLC., as a Lender and as an Incremental Term Loan LenderBy:
Name:
    
    /s/ Brett Cohen

Brett CohenTitle:
    
    Authorized Signatory




---



##### 



STEELHEAD NAVIGATOR MASTER L.P., as a Lender and as an Incremental Term Loan LenderBy:
    
    STEELHEAD PARTNERS, LLC, itsInvestment ManagerBy:
Name:
    
    /s/ Grant Hulse

Grant HulseTitle:
    
    Director of Finance and Operations