Exhibit
10.4(a)




---



##### 



Holdings Borrower
 WITNESSETH
   Definitions and Accounting Terms
 Defined Terms
 2012 Convertible Senior Notes
 2012 Convertible Senior Notes Indenture
 2014 Convertible Senior Notes
 2014 Convertible Senior Notes Trust Deed
 2014 Senior Subordinated Notes
 2014 Senior Subordinated Notes Agreement
 2P Reserve Value




---



##### 



2P Reserves
 Acquired Entity or Business
 Additional Lender
 Additional Security Documents
 Adjusted Consolidated Net Income less
 Adjusted Consolidated Working Capital less
 Administrative Agent
 Affiliate provided however
 Agents
 Aggregate Consideration
 2




---



##### 



Agreement
 Approved Stock Exchange
 Approved Third Party Credit Provider
 Asset Sale
 Assignment and Assumption Agreement
 Attributable Indebtedness provided however
 Authorization
 Authorized Officer
 3




---



##### 



Bankruptcy Code
 Board
 BNP Cash Collateral Account
 Borrower
 Borrowing
 Business
 Business Day
 Calculation Period
 Capital Expenditures
 Capitalized Lease Obligations
 Cash Equivalents provided
 4




---



##### 



Cash Interest
 Change in Law
 Change of Control
 Class C Convertible Preferred Stock
 Code
 Collateral
 Collateral Agent
 Collective Bargaining Agreements
 Commitment
 Commodity Hedging Agreement
 5




---



##### 



Consolidated Current Assets
 Consolidated Current Liabilities
 Consolidated EBITDAX provided e.g.
 Consolidated Indebtedness provided
 6




---



##### 



provided further
 Consolidated Net Income provided
 Consolidated Net Indebtedness less
 Consolidated Net Secured Indebtedness less
 Contingent Obligation provided however
 7




---



##### 



Continuing Directors
 Credit Documents
 Credit Party
 Default
 Defaulting Lender
 Dividend
 Dollars $
 Dutch Pledge Agreement
 Dutch Sector
 Dutch Subsidiaries
 8




---



##### 



Effective Date
 Eligible Transferee
 Employee Benefit Plans
 Employment Agreements
 English Charge Over Shares
 English Debenture
 English Security Documents
 Environmental Law
 EOC
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 9




---



##### 



Event of Default
 Excess Cash Flow minus provided
 Excess Cash Payment Date
 Excess Cash Payment Period
 Exchange Act
 10




---



##### 



Exchange Rate
 Existing Credit Agreements
 Existing Indebtedness
 Existing Indebtedness Agreements
 Fair Market Value
 Federal Funds Rate
 Fees
 Funding Date
 GAAP provided
 Governmental Authority
 Guaranteed Creditors
 11




---



##### 



Guaranteed Obligations
 Guarantor
 Guaranty
 Hazardous Materials
 Hedging Agreement
 Hess Contracts
 Holdings
 Holdings Common Stock
 Holdings Guaranty
 Hydrocarbon Interests
 12




---



##### 



Hydrocarbons
 Immaterial Subsidiary provided
 Incremental Amendment
 Incremental Term Loans
 Indebtedness provided i.e.
 13




---



##### 



Indemnified Person
 Independent Engineering Firm
 Intercompany Loans
 Intercompany Note
 Intercreditor Agreement inter alia
 Interest Payment Date
 Interest Rate Hedging Agreement
 Investment Grade
 Investments
 Junior Financing
 Junior Lien Obligations
 Lead Arranger
 Leaseholds
 Lender
 14




---



##### 



Lender Default
 Lien
 Management Agreements
 Margin Stock
 Material Adverse Effect
 Material Asset Sale i.e.
 Material Permitted Acquisition
 Material Permitted Business Investment
 Maturity Date provided provided further
 15




---



##### 



Moodys
 Mortgage
 Mortgaged Property
 Multiemployer Plan
 NAIC
 Net Cash Proceeds
 Net Insurance Proceeds
 Net Sale Proceeds provided however
 16




---



##### 



Non-Compete Agreements
 Non-Defaulting Lender
 Non-Guarantor Subsidiary
 Non-U.S. Pension Plan
 Non-U.S. Subsidiary
 Non-Wholly-Owned Subsidiary
 North Sea
 Note
 Notice of Borrowing
 Notice Office
 Obligations
 Off-Balance Sheet Liabilities
 17




---



##### 



Oil and Gas Business
 Oil and Gas Contracts
 Oil and Gas Properties
 Outer Continental Shelf
 Patriot Act
 18




---



##### 



Payment Office
 PBGC
 PDP
 PDP Coverage Ratio
 Permitted Acquisition provided
 Permitted Business Investments
 19




---



##### 



provided
 Permitted Junior Debt provided
      provided
 20




---



##### 



provided
 provided
  Permitted Junior Debt Intercreditor Agreement provided Junior
Liens
 21




---



##### 



provided
 Permitted Junior Debt Representative
 Permitted Liens
 Person
 PIK Interest
 Plan
 Preferred Equity Interests
 Pro Forma Basis
 22




---



##### 



provided
  Probable Reserve Value
 23




---



##### 



Probable Reserves
 Project Documents
 Projections
 Protected Party
 Proved Developed Reserves
 Proved Reserves i.e.,
 PV-10 Value
 24




---



##### 



Qualified Credit Party
 Qualified Preferred Stock
 Real Property
 Recovery Event
 Refinancing
 Refinancing Debt
 Register
 Regulation D
 Regulation T
 Regulation U
 25




---



##### 



Regulation X
 Release
 Relevant Reinvestment Period
 Replaced Lender
 Replacement Lender
 Reportable Event
 Required Lenders
 Reserve Coverage Ratio
 Reserve Report
 Restricted
 26




---



##### 



provided
 Returns
 S&P
 Scheduled Repayment
 Scheduled Repayment Date
 Scottish Security
 SEC
 Secured Creditors
 Securities Act
 Security Document
 Shareholders Agreements
 Subsidiaries Guaranty
 Subsidiary
 Subsidiary Guarantor
 27




---



##### 



Syndication Date
 Syndication Letter
 Synthetic Lease
 Tax
 Tax Credit
 Tax Deduction
 Tax Payment
 Tax Refund
 Tax Sharing Agreements
 Term Loan
 Test Period provided provided
 Third Party Letter of Credit
 Three-Year Strip Price
 28




---



##### 



Total Commitment
 Total Leverage Ratio provided
 Transaction
 Treaty
 Treaty Lender
      Treaty State Treaty
 UCC
 UK Sector
 29




---



##### 



Unfunded Current Liability
 United Kingdom UK
 United States U.S.
 Unrestricted provided
 U.S. Credit Party
 U.S. Oil and Gas Properties
 U.S. Security Agreement
 U.S. Subsidiary
 VAT
 Wholly-Owned Subsidiary
 Wholly-Owned Subsidiary Guarantor
 Wholly-Owned U.S. Subsidiary
 Amount and Terms of Credit
 The Commitments Term Loan Term Loans
 30




---



##### 



plus minus
 Notice of Borrowing provided Notice of Borrowing
  Disbursement of Funds pro rata
 31




---



##### 



Notes Note Notes
   Pro Rata Borrowings pro rata
 Interest Cash
Interest
 provided PIK Interest
 32




---



##### 



Change of Lending Office provided
 Replacement of Lenders Replaced Lender Replacement
Lender provided
    33




---



##### 



Capital Adequacy provided
 Incremental Term Loans Incremental
Term Loans provided Additional Lender provided Incremental Amendment
 34




---



##### 



Fees; Reductions of Commitment
 Fees
  Voluntary Termination or Reduction of Commitments provided
 Mandatory Reduction of Commitments
  Prepayments; Payments; Taxes
 Voluntary Prepayments pro rata
 35




---



##### 



Mandatory Repayments Scheduled Repayment Date Scheduled Repayment
 Fiscal Quarter Ending
    
    AmountDecember 31, 2010
    
    $
    375,000March 31, 2011
    
    $
    375,000June 30, 2011
    
    $
    375,000September 30, 2011
    
    $
    375,000December 31, 2011
    
    $
    375,000March 31, 2012
    
    $
    375,000June 30, 2012
    
    $
    375,000September 30, 2012
    
    $
    375,000December 31, 2012
    
    $
    375,000March 31, 2013
    
    $
    375,000June 30, 2013
    
    $
    375,000Maturity Date
    
    $145,875,000 (plus amounts attributable to PIK Interest added to outstanding principal of Term
Loans pursuant to this Agreement)
   36




---



##### 



provided however provided further
 provided however provided further
  pro rata
 pro rata
 37




---



##### 



Method and Place of Payment
 Tax Gross-Up and Indemnities
 Tax gross-up
        Tax indemnity
  38




---



##### 



Tax Refund
    Stamp Taxes
 39




---



##### 



VAT
      Conditions Precedent to the Funding Date
 Effective Date; Notes
 Officers Certificate
 40




---



##### 



Opinions of Counsel
 Company Documents; Proceedings; etc.
  Employee Benefit Plans; Shareholders Agreements; Management Agreements; Employment
Agreements; Collective Bargaining Agreements; Tax Sharing Agreements; Existing Indebtedness
Agreements; Project Documents
  41




---



##### 



provided Employee Benefit Plans
 Shareholders Agreements
 Management
Agreements
 Employment
Agreements
 Collective Bargaining
Agreements
 Tax Sharing Agreements
 Non-Compete Agreements
 Existing
Indebtedness Agreements
    Consummation of the Refinancing
 42




---



##### 



Existing Indebtedness
  Adverse Change, Approvals
  43




---



##### 



Litigation
 Guaranties and Security Documents
 Subsidiaries Guaranty
 U.S. Security Agreement
      English Debenture
 44




---



##### 



English Charge Over Shares
    Dutch Pledge Agreement
    45




---



##### 



Scottish Security
        [Reserved]
 Financial Statements; Pro Forma Balance Sheet; Projections etc
 Solvency Certificate; Insurance Certificates
   46




---



##### 



Reserve Report; Qualifications
 Fees, etc.
 Syndication Letter
 No Default; Representations and Warranties
 Notice of Borrowing
 Patriot Act; Know Your Customer
 Service of Process
 U.K. Service of Process
  47




---



##### 



Representations, Warranties and Agreements
 Company Status
 Power and Authority
 No Violation
 48




---



##### 



Approvals
 Financial Statements; Financial Condition; Undisclosed Liabilities; Projections
   49




---



##### 



Litigation
 True and Complete Disclosure
 Use of Proceeds; Margin Regulations
 50




---



##### 



Tax Returns and Payments Returns provided
 Compliance with ERISA
 51




---



##### 



Security Documents
 52




---



##### 



provided
  Properties
   53




---



##### 



Capitalization Holdings Common Stock
 54




---



##### 



Subsidiaries
 Compliance with Statutes, etc.
  Investment Company Act
 Environmental Matters
 55




---



##### 



Employment and Labor Relations
  56




---



##### 



Intellectual Property, etc.
 Indebtedness
 Insurance
 Holding Company
 Immaterial Subsidiaries
 Affirmative Covenants
 Information Covenants
 Monthly Reports
 57




---



##### 



Quarterly Financial Statements
 Annual Financial Statements
 Reserve Report
 58




---



##### 



Management Letters
 Forecasts
 Compliance Certificate
 Notice of Default, Litigation and Material Adverse Effect
 Other Reports and Filings
 59




---



##### 



Environmental Matters
      Landlord and Storage Agreements
 Other Information
 provided
 60




---



##### 



Books, Records and Inspections; Annual Meetings
  Maintenance of Property; Insurance
   Existence; Franchises; Oil and Gas Properties
 61




---



##### 



provided however
 provided
 Compliance with Statutes, etc.
  Compliance with Environmental Laws
 62




---



##### 



ERISA
 63




---



##### 



End of Fiscal Years; Fiscal Quarters
 64




---



##### 



provided
 Performance of Obligations
 Payment of Taxes provided
 Use of Proceeds
 Additional Security; Further Assurances; etc. Additional Security
Documents
  65




---



##### 



provided
   Ownership of Subsidiaries; etc.
 66




---



##### 



Qualified Preferred Stock provided
 Maintenance of Company Separateness
 Board Information Rights
 Permitted Acquisitions
 67




---



##### 



Commodity Hedging Agreements.
 68




---



##### 



Project Documents, etc
 Oil and Gas Properties
 Listing of the Notes Approved Stock Exchange
  69




---



##### 



Negative Covenants
 Liens provided Permitted
Liens
   provided
   provided
 70




---



##### 



provided
   provided
      71




---



##### 



provided
 provided
 provided
   provided
  72




---



##### 



Consolidation, Merger, Purchase or Sale of Assets, etc.
       73




---



##### 



provided
      74




---



##### 



provided plus
  provided
   Dividends
   75




---



##### 



provided
 provided
  Indebtedness
  Refinancing Debt provided Refinanced
Debt
 bona fide
  76




---



##### 



provided
   provided
  provided
     77




---



##### 



Advances, Investments and Loans Investment Investments
   provided
     Intercompany Loans provided
 78




---



##### 



provided
     Transactions with Affiliates
 79




---



##### 



Capital Expenditures
 Fiscal Year Ending
    
    AmountDecember 31, 2011
    
    $
    200,000,000December 31, 2012
    
    $
    350,000,000December 31, 2013
    
    $
    175,000,000
 provided provided further CapEx Pull-Forward Amoun
 80




---



##### 



Maximum Total Leverage Ratio
 Fiscal Quarter Ending
    
    RatioSeptember 30, 2010
    
    
    7.85:1.00December 31, 2010
    
    
    7.85:1.00March 31, 2011
    
    
    7.00:1.00June 30, 2011
    
    
    6.50:1.00September 30, 2011
    
    
    5.75:1.00December 31, 2011
    
    
    5.00:1.00March 31, 2012
    
    
    4.25:1.00June 30, 2012
    
    
    3.75:1.00September 30, 2012
    
    
    3.25:1.00December 31, 2012 and each fiscal quarter thereafter
    
    
    3.00:1.00
 81




---



##### 



Minimum EBITDAX
 Fiscal Quarter Ending
    
    AmountSeptember 30, 2010
    
    $
    45,000,000December 31, 2010
    
    $
    50,000,000March 31, 2011
    
    $
    55,0000,00June 30, 2011
    
    $
    60,000,000September 30, 2011
    
    $
    70,000,000December 31, 2011
    
    $
    90,000,000March 31, 2012
    
    $
    100,000,000June 30, 2012
    
    $
    120,000,000September 30, 2012
    
    $
    140,000,000December 31, 2012
    
    $
    180,000,000March 31, 2013
    
    $
    200,000,000June 30, 2013
    
    $
    200,000,000
 Minimum Asset Coverage Ratios
  Limitations on Prepayments of Junior Financing; Modifications of Certificate of
Incorporation, By-Laws and Certain Other Agreements, etc.
 provided
 82




---



##### 



Limitation on Certain Restrictions on Subsidiaries provided
 83




---



##### 



Limitation on Issuance of Equity Interests
   Business
  Limitation on Creation of Subsidiaries provided
 84




---



##### 



provided
 Limitation on Commodity Hedging
 Elections
 Events of Default
 Event of
Default
 Payments
 Representations, etc.
 Covenants
 85




---



##### 



Default Under Other Agreements provided
 Bankruptcy, etc. Bankruptcy Code
 ERISA
 86




---



##### 



Change in Law
 Security Documents
 Guaranties
 Judgments
 Nationalization.
 Project Documents.
 87




---



##### 



Change of Control
 provided
  First Section 11.01
 Second Section 11.01
 Third
 Fourth
 Fifth
 Last
 The Administrative Agent
 Appointment
 88




---



##### 



Nature of Duties
  Lack of Reliance on the Administrative Agent
 89




---



##### 



Certain Rights of the Agents
 Reliance
 Indemnification Related Party provided
 Each Agent in its Individual Capacity Lender Lender Required Lenders holders of Notes
 Holders
 90




---



##### 



Resignation by the Administrative Agent
 provided
 provided
   Collateral Matters
 91




---



##### 



Delivery of Information
 Miscellaneous
 Payment of Expenses, etc.
 92




---



##### 



Indemnified
Person .
  93




---



##### 



Right of Setoff
 Notices
 Benefit of Agreement; Assignments; Participations provided however provided further provided further
 94




---



##### 



provided provided provided provided
 95




---



##### 



No Waiver; Remedies Cumulative
 Payments Pro Rata pro rata pro rata
 provided
 96




---



##### 



Calculations; Computations provided Accounting Change
   GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL
 97




---



##### 



98




---



##### 



Counterparts
 Effectiveness Effective Date
 Headings Descriptive
 Amendment or Waiver; etc. provided provided further
 99




---



##### 



provided further
  Survival
 Domicile of Term Loans
 Register Register
 100




---



##### 



Confidentiality provided provided provided however provided however
   101




---



##### 



Patriot Act Patriot Act
 Process Agent Process Agent
 UK Process
Agent
 102




---



##### 



Judgment Currency Judgment Currency Agreement Currency
 Maximum Lawful Rate Maximum Rate
 INTERCREDITOR AGREEMENT
  Holdings Guaranty
 Guaranty
 103




---



##### 



Bankruptcy
 Nature of Liability
 Independent Obligation
 104




---



##### 



Authorization
         Reliance
 Subordination
 105




---



##### 



Waiver
   106




---



##### 



Payments
 Maximum Liability
  107




---



##### 



ENDEAVOUR INTERNATIONAL CORPORATIONBy:
    /s/ J. Michael KirkseyName:Title:ENDEAVOUR ENERGY UK LIMITEDBy:
    /s/ J. Michael KirkseyName:Title:




---



##### 



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




---



##### 



CYRUS OPPORTUNITIES FUND II, L.P.,
As Lender
By: CYRUS CAPITAL PARNTERS L.P.,
As Investment ManagerBy:
    /s/ David A. MilichName:
    David A. MilichTitle:
    COO




---



##### 



CYRUS EUROPE FUND, L.P., As Lender
By: CYRUS CAPITAL PARNTERS L.P.,
As Investment ManagerBy:
    /s/ David A. MilichName:
    David A. MilichTitle:
    COO




---



##### 



CRESCENT I, L.P., As Lender
By: CYRUS CAPITAL PARNTERS L.P.,
As Investment ManagerBy:
    /s/ David A. MilichName:
    David A. MilichTitle:
    COO




---



##### 



CYR FUND, L.P., As Lender
By: CYRUS CAPITAL PARNTERS L.P.,
As Investment ManagerBy:
    /s/ David A. MilichName:
    David A. MilichTitle:
    COO




---



##### 



CYRUS CAPITAL PARNTERS L.P., as LenderBy:
    /s/ Brennan McCawName:
    Brennan McCawTitle:
    CFO




---



##### 



MTP ENERGY INFRASTRUCTURE
FIANNCE MASTER FUND, LTD., as Lender
By: MTP Energy Management LLC, its
Investment Manager
By: Magnetar Financial LLC, its
Managing MemberBy:
    /s/ Doug LitowitzName:
    Doug LitowitzTitle:
    Counsel




---



##### 



TRIANGLE PEAK PARTNERS PRIVATE 
EQUITY, L.P., as Lender
By: Triangle Peak Partners Private Equity 
GP, LLC, its General PartnerBy:
    /s/ Dain F. DeGroffName:
    Dain F. DeGroffTitle:
    Managing Member




---



##### 



Helios Corporate LLC, as LenderBy:
    /s/ Brett CohenName:
    Brett CohenTitle:
    Authorized Signatory




---



##### 



THE ROTHSCHILD FOUNDATION 
EUROPE, as LenderBy:
    /s/ RothschildName:
    Lord Rothschild OM GMETitle:
    ChairmanBy:
    /s/ Adam BennettName:
    Adam BennettTitle:
    Authorized Signatory




---



##### 



DODER TRUST LIMITED (as Trustee for 
the Jader Trust No 4), as LenderBy:Name:Title:
    Authorized SignatoryBy:
    /s/ Judith BenevidesName:
    Judith BenevidesTitle:
    Authorized Signatory




---



##### 



DODER TRUST LIMITED (as Trustee for 
the Bat Hanadiv No 3), as LenderBy:Name:Title:
    Authorized SignatoryBy:
    /s/ Judith BenevidesName:
    Judith BenevidesTitle:
    Authorized Signatory




---



##### 



PageSECTION 1.
    
    Definitions and Accounting Terms
    
    
    11.01.
    
    Defined Terms
    
    
    1SECTION 2.
    
    Amount and Terms of Credit
    
    
    302.01.
    
    The Commitments
    
    
    302.02.
    
    Notice of Borrowing
    
    
    312.03.
    
    Disbursement of Funds
    
    
    312.04.
    
    Notes
    
    
    322.05.
    
    Pro Rata Borrowings
    
    
    322.06.
    
    Interest
    
    
    322.07.
    
    Change of Lending Office
    
    
    332.08.
    
    Replacement of Lenders
    
    
    332.09.
    
    Capital Adequacy
    
    
    342.10.
    
    Incremental Term Loans
    
    
    34SECTION 3.
    
    Fees; Reductions of Commitment
    
    
    353.01.
    
    Fees
    
    
    353.02.
    
    Voluntary Termination or Reduction of Commitments
    
    
    353.03.
    
    Mandatory Reduction of Commitments
    
    
    35SECTION 4.
    
    Prepayments; Payments; Taxes
    
    
    354.01.
    
    Voluntary Prepayments
    
    
    354.02.
    
    Mandatory Repayments
    
    
    364.03.
    
    Method and Place of Payment
    
    
    384.04.
    
    Tax Gross-Up and Indemnities
    
    
    38SECTION 5.
    
    Conditions Precedent to the Funding Date
    
    
    405.01.
    
    Effective Date; Notes
    
    
    405.02.
    
    Officers Certificate
    
    
    405.03.
    
    Opinions of Counsel
    
    
    415.04.
    
    Company Documents; Proceedings; etc.
    
    
    415.05.
    
    Employee Benefit Plans; Shareholders Agreements; Management
Agreements; Employment Agreements; Collective Bargaining Agreements; Tax Sharing
Agreements; Existing Indebtedness Agreements; Project Documents
    
    
    415.06.
    
    Consummation of the Refinancing
    
    
    425.07.
    
    Adverse Change, Approvals
    
    
    435.08.
    
    Litigation
    
    
    445.09.
    
    Guaranties and Security Documents
    
    
    445.10.
    
    [Reserved]
    
    
    465.11.
    
    Financial Statements; Pro Forma
Balance Sheet; Projections etc.
    
    
    465.12.
    
    Solvency Certificate; Insurance Certificates
    
    
    465.13.
    
    Reserve Report; Qualifications
    
    
    475.14.
    
    Fees, etc.
    
    
    475.15.
    
    Syndication Letter
    
    
    47
 (i)




---



##### 



Page5.16.
    
    No Default; Representations and Warranties
    
    
    475.17.
    
    Notice of Borrowing
    
    
    475.18.
    
    Patriot Act; Know Your Customer
    
    
    475.19.
    
    Service of Process
    
    
    475.20.
    
    U.K. Service of Process
    
    
    47SECTION 6.
    
    Representations, Warranties and Agreements
    
    
    486.01.
    
    Company Status
    
    
    486.02.
    
    Power and Authority
    
    
    486.03.
    
    No Violation
    
    
    486.04.
    
    Approvals
    
    
    496.05.
    
    Financial Statements; Financial Condition; Undisclosed Liabilities; Projections
    
    
    496.06.
    
    Litigation
    
    
    506.07.
    
    True and Complete Disclosure
    
    
    506.08.
    
    Use of Proceeds; Margin Regulations
    
    
    506.09.
    
    Tax Returns and Payments
    
    
    516.10.
    
    Compliance with ERISA
    
    
    516.11.
    
    Security Documents
    
    
    526.12.
    
    Properties
    
    
    536.13.
    
    Capitalization
    
    
    546.14.
    
    Subsidiaries
    
    
    556.15.
    
    Compliance with Statutes, etc.
    
    
    556.16.
    
    Investment Company Act
    
    
    556.17.
    
    Environmental Matters
    
    
    556.18.
    
    Employment and Labor Relations
    
    
    566.19.
    
    Intellectual Property, etc.
    
    
    576.20.
    
    Indebtedness
    
    
    576.21.
    
    Insurance
    
    
    576.22.
    
    Holding Company
    
    
    576.23.
    
    Immaterial Subsidiaries
    
    
    57SECTION 7.
    
    Affirmative Covenants
    
    
    577.01.
    
    Information Covenants
    
    
    577.02.
    
    Books, Records and Inspections; Annual Meetings
    
    
    617.03.
    
    Maintenance of Property; Insurance
    
    
    617.04.
    
    Existence; Franchises; Oil and Gas Properties
    
    
    617.05.
    
    Compliance with Statutes, etc.
    
    
    627.06.
    
    Compliance with Environmental Laws
    
    
    627.07.
    
    ERISA
    
    
    637.08.
    
    End of Fiscal Years; Fiscal Quarters
    
    
    647.09.
    
    Performance of Obligations
    
    
    657.10.
    
    Payment of Taxes
    
    
    657.11.
    
    Use of Proceeds
    
    
    657.12.
    
    Additional Security; Further Assurances; etc.
    
    
    657.13.
    
    Ownership of Subsidiaries; etc.
    
    
    667.14.
    
    Qualified Preferred Stock
    
    
    677.15.
    
    Maintenance of Company Separateness
    
    
    677.16.
    
    Board Information Rights
    
    
    677.17.
    
    Permitted Acquisitions
    
    
    677.18.
    
    Commodity Hedging Agreements
    
    
    687.19.
    
    Project Documents, etc.
    
    
    697.20.
    
    Oil and Gas Properties
    
    
    69
 (ii)




---



##### 



Page7.21.
    
    Listing of the Notes
    
    
    69SECTION 8.
    
    Negative Covenants
    
    
    708.01.
    
    Liens
    
    
    708.02.
    
    Consolidation, Merger, Purchase or Sale of Assets, etc.
    
    
    738.03.
    
    Dividends
    
    
    758.04.
    
    Indebtedness
    
    
    768.05.
    
    Advances, Investments and Loans
    
    
    788.06.
    
    Transactions with Affiliates
    
    
    798.07.
    
    Capital Expenditures
    
    
    808.08.
    
    Maximum Total Leverage Ratio
    
    
    818.09.
    
    Minimum EBITDAX
    
    
    828.10.
    
    Minimum Asset Coverage Ratios
    
    
    828.11.
    
    Limitations on Prepayments of Junior Financing; Modifications of
Certificate of Incorporation, By-Laws and Certain Other Agreements, etc.
    
    
    828.12.
    
    Limitation on Certain Restrictions on Subsidiaries
    
    
    838.13.
    
    Limitation on Issuance of Equity Interests
    
    
    848.14.
    
    Business
    
    
    848.15.
    
    Limitation on Creation of Subsidiaries
    
    
    848.16.
    
    Limitation on Commodity Hedging
    
    
    858.17.
    
    Elections
    
    
    85SECTION 9.
    
    Events of Default
    
    
    859.01.
    
    Payments
    
    
    859.02.
    
    Representations, etc.
    
    
    859.03.
    
    Covenants
    
    
    859.04.
    
    Default Under Other Agreements
    
    
    869.05.
    
    Bankruptcy, etc.
    
    
    869.06.
    
    ERISA
    
    
    869.07.
    
    Security Documents
    
    
    879.08.
    
    Guaranties
    
    
    879.09.
    
    Judgments
    
    
    879.10.
    
    Nationalization
    
    
    879.11.
    
    Project Documents
    
    
    879.12.
    
    Change of Control
    
    
    88SECTION 10.
    
    The Administrative Agent
    
    
    8810.01.
    
    Appointment
    
    
    8810.02.
    
    Nature of Duties
    
    
    8910.03.
    
    Lack of Reliance on the Administrative Agent
    
    
    8910.04.
    
    Certain Rights of the Agents
    
    
    9010.05.
    
    Reliance
    
    
    9010.06.
    
    Indemnification
    
    
    9010.07.
    
    Each Agent in its Individual Capacity
    
    
    9010.08.
    
    Holders
    
    
    9010.09.
    
    Resignation by the Administrative Agent
    
    
    9110.10.
    
    Collateral Matters
    
    
    9110.11.
    
    Delivery of Information
    
    
    92SECTION 11.
    
    Miscellaneous
    
    
    9211.01.
    
    Payment of Expenses, etc.
    
    
    92
 (iii)




---



##### 



Page11.02.
    
    Right of Setoff
    
    
    9411.03.
    
    Notices
    
    
    9411.04.
    
    Benefit of Agreement; Assignments; Participations
    
    
    9411.05.
    
    No Waiver; Remedies Cumulative
    
    
    9611.06.
    
    Payments Pro Rata
    
    
    9611.07.
    
    Calculations; Computations
    
    
    9711.08.
    
    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE;
WAIVER OF JURY TRIAL
    
    
    9711.09.
    
    Counterparts
    
    
    9911.10.
    
    Effectiveness
    
    
    9911.11.
    
    Headings Descriptive
    
    
    9911.12.
    
    Amendment or Waiver; etc.
    
    
    9911.13.
    
    Survival
    
    
    10011.14.
    
    Domicile of Term Loans
    
    
    10011.15.
    
    Register
    
    
    10011.16.
    
    Confidentiality
    
    
    10111.17.
    
    Patriot Act
    
    
    10211.18.
    
    Process Agent
    
    
    10211.19.
    
    Judgment Currency
    
    
    10311.20.
    
    Maximum Lawful Rate
    
    
    10311.21.
    
    INTERCREDITOR AGREEMENT
    
    
    103SECTION 12.
    
    Holdings Guaranty
    
    
    10312.01.
    
    Guaranty
    
    
    10312.02.
    
    Bankruptcy
    
    
    10412.03.
    
    Nature of Liability
    
    
    10412.04.
    
    Independent Obligation
    
    
    10412.05.
    
    Authorization
    
    
    10512.06.
    
    Reliance
    
    
    10512.07.
    
    Subordination
    
    
    10512.08.
    
    Waiver
    
    
    10612.09.
    
    Payments
    
    
    10712.10.
    
    Maximum Liability
    
    
    107
 (iv)




---



##### 



SCHEDULE 1.01(a)
    
    CommitmentsSCHEDULE 1.01(b)
    
    Subsidiary GuarantorsSCHEDULE 5.09(g)
    
    AccountsSCHEDULE 6.10(a)
    
    PlansSCHEDULE 6.12(a)
    
    Leased Real Property (other than Oil and Gas Properties)SCHEDULE 6.12(b)
    
    Oil and Gas PropertiesSCHEDULE 6.13
    
    CapitalizationSCHEDULE 6.14
    
    SubsidiariesSCHEDULE 6.20
    
    Existing IndebtednessSCHEDULE 6.21
    
    InsuranceSCHEDULE 8.01(b)
    
    Existing LiensSCHEDULE 8.05(c)
    
    Existing InvestmentsSCHEDULE 8.12
    
    Existing Encumbrances or RestrictionsSCHEDULE 11.03
    
    Lender AddressesEXHIBIT A
    
    Form of Notice of BorrowingEXHIBIT B
    
    Form of NoteEXHIBIT C-1
    
    Opinion of Vinson & Elkins LLP, Special New York and
Texas Counsel to the Credit PartiesEXHIBIT C-2
    
    Opinion of Woodburn and Wedge, Special Nevada Counsel to the Credit PartiesEXHIBIT C-3
    
    Opinion of Nauta Dutilh, Special Dutch Counsel to the AgentsEXHIBIT C-4
    
    Opinion of White & Case LLP, Special English Counsel to the AgentsEXHIBIT D-1
    
    Form of Officers Certificate (U.S.)EXHIBIT D-2
    
    Form of Officers Certificate (English)EXHIBIT D-3
    
    Form of Officers Certificate (Dutch)EXHIBIT E
    
    Form of Subsidiaries GuarantyEXHIBIT F-1
    
    Form of U.S. Security AgreementEXHIBIT F-2
    
    Form of English DebentureEXHIBIT F-3
    
    Form of English Charge Over SharesEXHIBIT F-4
    
    Form of Dutch Pledge AgreementEXHIBIT F-5
    
    Form of Scottish SecurityEXHIBIT G
    
    Form of Solvency CertificateEXHIBIT H
    
    Form of Compliance CertificateEXHIBIT I
    
    Form of Assignment and Assumption AgreementEXHIBIT J
    
    Form of Intercompany Note
 (v)




---



##### 



Lender
    
    Term Loan CommitmentCYRUS OPPORTUNITIES FUND II, L.P.
    
    $
    18,050,000CYRUS EUROPE FUND, L.P.
    
    $
    950,000CRESCENT 1, L.P.
    
    $
    38,000,000CYR FUND, L.P.
    
    $
    37,500,000CYRUS CAPITAL PARTNERS, L.P.
    
    $
    500,000MTP ENERGY INFRASTRUCTURE FINANCE MASTER FUND, LTD.
    
    $
    11,500,000TRIANGLE PEAK PARTNERS PRIVATE EQUITY, LP
    
    $
    3,500,000HELIOS CORPORATE LLC
    
    $
    20,000,000THE ROTHSCHILD FOUNDATION EUROPE
    
    $
    2,000,000DODER TRUST LIMITED (AS TRUSTEE FOR THE JADER TRUST NO 4)
    
    $
    9,000,000DODER TRUST LIMITED (AS TRUSTEE FOR THE BAT HANADIV FOUNDATION NO 3)
    
    $
    9,000,000TOTAL:
    
    $
    150,000,000




---



##### 



1)
    
    Endeavour Energy North Sea LLC (Delaware)2)
    
    Endeavour Energy North Sea, L.P. (Delaware)3)
    
    Endeavour Operating Corporation (Delaware)4)
    
    Endeavour International Holding B.V. (Netherlands)5)
    
    Endeavour Energy Netherlands B.V. (Netherlands)6)
    
    Endeavour Energy New Ventures Inc. (Delaware)7)
    
    END Management Company (Delaware)




---



##### 



Deposit Accounts
 Credit Party
    
    Sort Code
    
    Bank Account Number
    
    Designation
    
    Location of AccountEndeavour Energy UK 
Limited
    
    JPMorgan Chase
Bank, N.A., London
Branch 60-92-42
    
    
    35047501
    
    
    UK Operations in GBP
    
    Bournemouth, EnglandEndeavour Energy UK 
Limited
    
    JPMorgan Chase
Bank, N.A., London
Branch 60-92-42
    
    
    35047502
    
    
    UK Operations in USD
    
    Bournemouth, EnglandEndeavour Operating 
Corporation
    
    JPMorgan Chase
Bank, N.A.
    
    
    179910996265
    
    
    Operating Account
    
    Houston, TexasEndeavour Operating 
Corporation
    
    JPMorgan Chase
Bank, N.A.
    
    
    825-874-035
    
    
    Demand Deposit
Account
    
    Houston, Texas




---



##### 








---



##### 



Leased Real Property of the Credit Parties
 1.
    
    14,514 sq. ft. of rentable area on Floor 16 of the First City Tower Building, 1001
Fannin Street, Houston, Texas 77002, leased through December 1, 2010;2.
    
    The fourth, fifth, and ground floors of the building known as 114 St Martins Lane,
London, WC2N 4BE, England, leased through December 12, 2012;3.
    
    3 Queens Gate, Aberdeen, AB15 5YL, Scotland, leased through June 11, 2013; and4.
    
    5,025 sq. ft. of rentable area at 1125 17th Street, Suite 1525, Denver, Colorado
80202, leased through December 31, 2011.




---



##### 



SCHEDULE
6.12(b)
Oil and Gas
Properties
 Endeavour International Corporation
List of Properties
Source: December 31, 2009 Reserve Report (Strip Pricing)
Plus January 2010 reserve adds
 Property NameUK:Alba
    
    
    
    
    
    *Bacchus
    
    
    
    
    
    *Bittern
    
    
    
    
    
    *Columbus
    
    
    
    
    
    *Cygnus
    
    
    
    
    
    *Enoch
    
    
    
    
    
    *Goldeneye
    
    
    
    
    
    *IVRRH
    
    
    
    
    
    *Renee
    
    
    
    
    
    *Rochelle
    
    
    
    
    
    *Rubie
    
    
    
    
    
    *US:Austin 21 #1
    
    De Soto
    
    Louisiana
    
    *Batchelor 3-1H
    
    Red River
    
    Louisiana
    
    *Bazer, M L 20 #1D
    
    De Soto
    
    Louisiana
    
    *Bazer, M L 20 #1D PNP
    
    De Soto
    
    Louisiana
    
    *Bonomo Investment Co LLC 35 #1
    
    Caddo
    
    Louisiana
    
    *Chiggero ETAL 14 #1-H
    
    Caddo
    
    Louisiana
    
    *Davis 15 #1
    
    Red River
    
    Louisiana
    
    *Desoto LP 17 #1
    
    De Soto
    
    Louisiana
    
    *Dixie Farm 11-1H
    
    Red River
    
    Louisiana
    
    * 1Fielder, Cyrus 15 #1
    
    Caddo
    
    Louisiana
    
    *Fortson 3 #2
    
    De Soto
    
    Louisiana
    
    *Indigo Minerals 3-1H
    
    Red River
    
    Louisiana
    
    *International Paper 21 #1
    
    De Soto
    
    Louisiana
    
    *




---



##### 



SCHEDULE
6.12(b)
Oil and Gas
Properties
 Endeavour International Corporation
List of Properties
Source: December 31, 2009 Reserve Report (Strip Pricing)
Plus January 2010 reserve adds
 Property NameJohnson, A S ET AL 10 #1
    
    De Soto
    
    Louisiana
    
    *Jones, G C 22 #1
    
    De Soto
    
    Louisiana
    
    *Jones, G C 22 #2
    
    De Soto
    
    Louisiana
    
    *Jones, G C 23 #3
    
    De Soto
    
    Louisiana
    
    *Little 11 #1
    
    Red River & Bienville
    
    Louisiana
    
    *Madison, Clarence 2 #1
    
    Red River
    
    Louisiana
    
    *Marks, Roy Est 10 #1
    
    Red River
    
    Louisiana
    
    *McCoy 23 #1
    
    De Soto
    
    Louisiana
    
    *Metcalf HNSVL 14 #5H
    
    Caddo
    
    Louisiana
    
    *Russell, Mary 3 #1
    
    Red River
    
    Louisiana
    
    *Smith, Lillie22 #1
    
    De Soto
    
    Louisiana
    
    *Tracy 3 #1
    
    De Soto
    
    Louisiana
    
    *Moore Cowbell
    
    Lea
    
    New MexicoLucky Penny
    
    Lea
    
    New MexicoPardee & Curtain Lumber Co. C-4
    
    Cameron
    
    Pennsylvania
    
    * 1Pardee & Curtain Lumber Co. C-5
    
    Cameron
    
    Pennsylvania
    
    * 1Pardee & Curtain Lumber Co. C-7H
    
    Cameron
    
    Pennsylvania
    
    * 1Pardee & Curtain Lumber Co. C-9H
    
    Cameron
    
    Pennsylvania
    
    * 1Pardee & Curtain Lumber Co. C-10-H
    
    Cameron
    
    Pennsylvania
    
    * 1Cochran 1 (Garwood)
    
    Colorado
    
    Texas
    
    *Cochran 2 (Garwood)
    
    Colorado
    
    Texas
    
    *Cochran 3 (Garwood)
    
    Colorado
    
    Texas
    
    *Cochran 4 (Garwood)
    
    Colorado
    
    Texas
    
    *Cochran 5 (Garwood)
    
    Colorado
    
    Texas
    
    *Cochran 6 (Garwood)
    
    Colorado
    
    Texas
    
    *Tuttle #6H  6 Stages
    
    Gregg
    
    Texas
    
    *Tuttle #8H  6 Stages
    
    Gregg
    
    Texas
    
    *Tuttle AJ Gas Unit #5
    
    Gregg
    
    Texas
    
    *Tuttle, A J #7H
    
    Gregg
    
    Texas
    
    *Williams #3
    
    Gregg
    
    Texas
    
    *Armour Runnels 1
    
    Matagorda
    
    Texas




---



##### 



SCHEDULE
6.12(b)
Oil and Gas
Properties
 Endeavour International Corporation
List of Properties
Source: December 31, 2009 Reserve Report (Strip Pricing)
Plus January 2010 reserve adds
 
 *
    
    Mortgaged property1
    
    Acquired after December 31, 2009




---



##### 



Class of Equity
    
    Par
    
    
    Number of
    
    
    Certificate
    
    
    Percentage ofOwner
    
    Issuer
    
    Interest
    
    Value
    
    
    Shares
    
    
    Number
    
    
    outstanding sharesEndeavour
    
    Endeavour OperatingInternational
    
    CorporationCorporation
    
    
    
    Common
    
    $
    0.001
    
    
    
    100
    
    
    
    2
    
    
    
    100Endeavour Operating
    
    EndeavourCorporation
    
    InternationalHolding B.V.
    
    Ordinary
    
    
    100
    
    
    
    180
    
    
    Uncertificated
    
    
    100Endeavour Operating
    
    Endeavour EnergyCorporation
    
    New Ventures Inc.
    
    Common
    
    $
    0.01
    
    
    
    1,000
    
    
    
    1
    
    
    
    100Endeavour Operating
    
    END ManagementCorporation
    
    Company
    
    Common
    
    $
    0.01
    
    
    
    1,000
    
    
    
    1
    
    
    
    100Endeavour Operating
    
    Endeavour EnergyCorporation
    
    New Ventures I,Ltd.
    
    Ordinary
    
    $
    1.00
    
    
    
    1
    
    
    Uncertificated
    
    
    100Endeavour
    
    Endeavour Energy
    
    Limited PartnershipInternational
    
    North Sea, L.P.
    
    InterestHolding B.V.
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    Uncertificated
    
    
    99.9Endeavour
    
    Endeavour EnergyInternational
    
    Netherlands B.V.Holding B.V.
    
    
    
    Ordinary
    
    
    100
    
    
    
    180
    
    
    Uncertificated
    
    
    100Endeavour
    
    Endeavour EnergyInternational
    
    Luxembourg S.a.r.l.Holding B.V.
    
    
    
    Ordinary
    
    
    N/A
    
    
    
    500
    
    
    Uncertificated
    
    
    100




---



##### 



Class of Equity
    
    Par
    
    
    Number of
    
    
    Certificate
    
    
    Percentage ofOwner
    
    Issuer
    
    Interest
    
    Value
    
    
    Shares
    
    
    Number
    
    
    outstanding sharesEndeavour Energy UK
    
    Endeavour North SeaLimited
    
    Limited
    
    Ordinary
    
    ₤
    1
    
    
    
    44,250,002
    
    
    
    5
    
    
    
    100Endeavour Energy
    
    Endeavour EnergyNetherlands B.V.
    
    North Sea LLC
    

   Membership Interest
    
    
    N/A
    
    
    
    N/A
    
    
    Uncertificated
    
    
    100Endeavour Energy
    
    Endeavour Energy
    
    General PartnershipNorth Sea LLC
    
    North Sea, L.P.
    
    Interest
    
    

    N/A
    
    
    
    N/A
    
    
    Uncertificated
    
    
    0.1Endeavour Energy
    
    Endeavour Energy UKNorth Sea, L.P.
    
    Limited
    

    Ordinary
    
    ₤
    0.10
    
    
    
    1,200
    
    
    8, 9, and 10
    
    
    100




---



##### 



1)
    
    6.00% Convertible Senior Notes due 2012, issued by Endeavour International
Corporation;2)
    
    11.50% Convertible Bonds due 2014, issued by Endeavour Energy Luxembourg S.a.r.l. and
guaranteed by Endeavour International Corporation;3)
    
    Series C Preferred Stock, issued by Endeavour International Corporation with the
terms set forth in the Certificate of Designation of Series C Preferred Stock originally
filed with the Nevada Secretary of State on October 30, 2006;4)
    
    Warrant No. 2003-3 for Trident Growth Fund, L.P. to purchase 150,000 shares of Common
Stock in Endeavour International Corporation, as amended to expire April 30, 2012 by the
First Amendment thereto, with 40,000 warrants currently outstanding thereunder; and5)
    
    Warrant No. 2002-1 for Trident Growth Fund, L.P. to purchase 150,000 shares of Common
Stock in Endeavour International Corporation expiring April 30, 2012, as amended to date,
with 50,000 warrants currently outstanding thereunder.




---



##### 



Options currentlyPlan Name
    
    OutstandingEndeavour International Corporation 2004 Incentive Plan, as amended
    
    
    745,700Endeavour International Corporation 2007 Stock Incentive Plan
    
    
    2,001,055Nonstatutory Stock Option Agreement between Endeavour
International Corporation and Carl D. Grenz, dated November 3,
2008 (one-year)
    
    
    50,000Nonstatutory Stock Option Agreement between Endeavour
International Corporation and Carl D. Grenz, dated November 3,
2008 (three-year)
    
    
    200,000Nonstatutory Stock Option Agreement between Endeavour
International Corporation and J. Michael Kirksey, dated September
26, 2007
    
    
    400,000Nonstatutory Stock Option Agreement between Endeavour
International Corporation and John G. Williams, dated October 1,
2007
    
    
    200,000Total
    
    
    3,596,755




---



##### 








---



##### 



Title
    
    Amount
    
    BorrowerStandby Letter of Credit (BNP Paribas)
    
    £11,900,000
    
    Endeavour Energy UK
LimitedStandby Letter of Credit (BNP Paribas)
    
    £6,600,000
    
    Endeavour Energy UK
LimitedStandby Letter of Credit (BNP Paribas)
    
    £2,100,000
    
    Endeavour Energy UK
Limited




---



##### 



Schedule 6.21
 
 LIMITS GRAPHIC Limits Graphic I            HartfordLI:ydi InsuranceCo | StPaul Surplus Lines Insurance Company I            Lloyds of Landau A Other Campania; |
Aviva In;uranca L~E Ltd            The National In;uranca and GuaranTee Corporation LTd
Navi =2Tor; In;iiranjce Co. ACE Group            V2 ir=::L:y L: = jr=^:a ?:
Deductible USA Sffht Per Occurrence Ex-re;; Liability Landan iSOJEO Landan Computer EquipmenT
£150 ? 100,500 EP? Houston Denver J3J0K CampuTer & Media (IK Ph JIM PerOccurrence General
LiatiliTy JoKEadiEvEnt JlCKOttilciE UK ilOJJ Employer; Liability ttll PnblicLiabiliTy and Products
Liability £250K Money ilOOE Office Praperty iJ0K Office Property (Aberdeen) £ Various Sub-IimiT;
NIL Section; IA £ IE-Onshore* Offshore Property (Platforms & Pipelines) As per Values Declared
JSilJ Section IC* ID Crude Oil-Cares H.5MCiudeOil HMKCaigi Section n Contra] af Well USA 320JJ
PerOccurrence except JjOJJ far La; Animas and Pi dm Wells Care, Custodys Contra]
iiMPerOcc H.5M H5fJKCCfiC Section II Cantra] af V. el] UK Sector af the North Sea 5125JJ Per
Occnnence OPOL 5120JJ Care, Custody fc Contra] J2 5JJ J1.5V SI V OPOL ji5cf.;;s-; Section
m Liabilities UE Sector af the North Sea J125JJ Anyone Occnrrence J.150K Section IV War i Terrorism
Values & Limits is Section LE.IH, *V PaSacticL Section V Business Interruption Galdeneye Oil&C-as
As per Volume; & Values Declared Indemnity Period: 0 Day; 4: Dayt 51-DU Eice;; DiO il-DU Excess
DiO 310M Primary Direcrars And Officers : a H50KB1 J5MKB2 All Limits &
Deductible expressed in 100% unless specified otherwise.




---



##### 



Coverage Summary
 Policy Period
    
    Policy No.
    
    Coverage
    
    Limits/Amounts
    
    Carrier11/01/09-10
    
    61SBARS0904
    
    Property
    
    Business Personal Property
    
    Hartford Lloyds Insurance$
    100,500
    
    
    Replacement Cost
    
    Company (Direct)Houston/ Denver
    
    Personal Property of Others$
    189,500
    
    
    Replacement CostMoney and Securities$
    10,000
    
    
    Inside the Premises$
    5,000
    
    
    Outside the PremisesComputers and Media$
    350,000
    
    
    12 Hour Waiting Period, $250 DeductibleDeductibles:$
    1,000
    
    
    Per Occurrence11/01/09-10
    
    MU05540661
    
    USA - General Liability
    
    $
    2,000,000
    
    
    General Aggregate
    
    St. Paul Surplus Lines$
    1,000,000
    
    
    Products-Completed Operations Aggregate Limit
    
    Insurance Company (through$
    1,000,000
    
    
    Personal and Advertising Injury Limit
    
    J.H. Blades)$
    1,000,000
    
    
    Each Occurrence Limit$
    100,000
    
    
    Damage To Premises Rented To You Limit (Any One Premise)$
    5,000
    
    
    Medical Expenses Limit (Any One Person)Deductibles:$
    5,000
    
    
    Each Event$
    10,000
    
    
    Each Offshore Event$
    5,000
    
    
    Each Event Products-Completed Operations$
    10,000
    
    
    Each Offshore Event Products-Completed Operations$
    0
    
    
    Medical Expense (Each Person)$
    5,000
    
    
    Personal and Advertising Injury (Each Person)11/01/09-10
    
    MU05578407
    
    USA - Umbrella Liability
    
    $
    9,000,000
    
    
    General Aggregate
    
    St. Paul Surplus Lines$
    9,000,000
    
    
    Products-Completed Operations Aggregate Limit
    
    Insurance Company (through$
    9,000,000
    
    
    Personal and Advertising Injury Limit
    
    J.H. Blades)$
    9,000,000
    
    
    Each Occurrence LimitDeductibles:$
    10,000
    
    
    Deductible (SIR)11/01/09-10
    
    24233801 ENP
    
    London Computer
    
    £
    258,360
    
    
    Computer and ancillary equipment (London) including Portable Equipment Value £20,000
    
    Aviva Insurance UK Ltd (GA) (through Castle Cairn£
    90,380
    
    
    Computer and ancillary equipment (Aberdeen) including Portable Equipment Value £20,000
    
    Insurance Brokers Ltd.)11/01/09-10
    
    GLA/003897736
    
    London Office Package
    
    Property Section:
    
    NIG Insurance (through£
    100,000
    
    
    Office Contents (excluding computers)
    
    Castle Cairn Insurance£
    50,000
    
    
    Aberdeen Contents (excluding computers)
    
    Brokers Ltd.)£
    10,000
    
    
    Documents£
    5,000
    
    
    Goods in Transit£
    5,000
    
    
    Exhibitions in UK£
    1,000
    
    
    Replacement Locks£
    500
    
    
    Personal effects (per person)£
    5,000
    
    
    Pictures, Works of Art, etc (£500 AOI)£
    5,000
    
    
    Computer system records£
    5,000
    
    
    Loss of Metered WaterBusiness Interruption Section:£
    250,000
    
    
    Loss of Revenue and Increased Costs of Working£
    5,000
    
    
    Book Debts12 Months
    
    Indemnity PeriodMoney Section:£
    250,000
    
    
    Loss of Money due to Crossed cheques£
    250
    
    
    Money Out of Safe out of Business Hours£
    1,500
    
    
    Money In Safe out of Business Hours£
    500
    
    
    Money in the Private Dwelling of Partners, Directors or Employees




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##### 



Coverage Summary
 Policy Period
    
    Policy No.
    
    Coverage
    
    Limits/Amounts
    
    Carrier£
    5,000
    
    
    Money Any other loss£10,000/£100pw Personal Injury following robbery or holdupLegal Liability for injury to persons or damage to third party property:£
    10,000,000
    
    
    Injury to Employees£
    2,000,000
    
    
    Injury to the public and damage to propertyCommercial Legal Expenses Section:£
    50,000
    
    
    Limit per Insured Incident£
    50,000
    
    
    Annual Limit for Compesation Awards11/01/09-10
    
    BM0901674
    
    Energy Package
    
    Section 1 (A) & (B)  Onshore & Offshore Property (Platform and Pipelines)
$71,770,250 FI value, as per worksheets attached to policy, any one accident or occurrence
sub-limited to $7,500,000 any one accident or occurrence in respect of data reacquisition,
reconstruction or reconstitution costs.
    
    Lloyds of London & Other
Companies(through JLT
Agnew Higgins)Plus additional 25% each item separately in respect of Sue and Labour
expense, General Average and Salvage Charges, Removal of Wreck/Debris and
Expediting Expense but not exceeding 50% in all.Section 1 (C) & (D)  Crude Oil / Cargo,$
    8,500,000
    
    
    each section any one shipment / location.Section 2  Operators Extra ExpenseIn respect of the UK Sector of the North Sea:$
    125,000,000
    
    
    Combined Single Limit any one accident or occurrence.$
    2,500,000
    
    
    Sub-limit of any one accident or occurrence in respect of Care, Custody & Control.$
    120,000,000
    
    
    any one occurrence in respect of OPOL.In respect of Wells scheduled in the USA:$20,000,000 Combined Single Limit any one accident or occurrence in respect of all
Wells except Exploratory and Development Drilling Wells with dry hole cost in excess of
$8,000,000 (100%) or Total Measured Depth of more than 17,500 feet where the Combined Single
Limit is increase to$30,000,000 any one accident or occurrence, as scheduled. Any additional onshore
wells in excess of 17,500 TMD(100%) or AFE in excess of $8,000,000 (100%) to be agreed
prior to spud. Slip Leader and Agreement Parties.$
    2,500,000
    
    
    Sub-limit of any one accident or occurrence in respect of Care, Custody and Control.Section 3  LiabilitiesIn respect of the UK Sector of the North Sea:$125,000,000 any one accident or occurrence combined single limit over sub-section A (onshore)
and sub-section B (offshore).Section 4  War and TerrorismValues and limits as Sections 1, 2, 3 and 5Section 5  Loss of Production IncomeFor limits and indemnity period as scheduled in respect of the Insureds interest in
Goldeneye fields including coverage in respect of dependency premises as schedule attached.
Indemnity Period: 730 days.




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##### 



Coverage Summary
 Policy Period
    
    Policy No.
    
    Coverage
    
    Limits/Amounts
    
    Carrier11/01/09-10
    
    BM0901674
    
    Energy Package (Contd)
    
    Deductibles (100%):Section 1 (A) & (B) & (C)- Onshore & Offshore Property (Platform and Pipelines & Oil in Store)
$1,500,000 any one accident or occurrence except on Increased Value / Total Loss Only which shall be nil.
$100,000 any one accident or occurrence in respect of Data Reacquisition,
Reconstruction or Reconstitution Costs.Section 1 (D)  Cargo (Excluding Oil in Store)
$100,000 any one accident or occurrence any location/shipment but 0.5% of values any one
accident or occurrence in respect of shortage.Section 2  Operators Extra Expense  (Excess)
Offshore:
$1,500,000 Combined Single Excess any one accident or occurrence.
$150,000 any one accident or occurrence in respect of Care, Custody and Control.
Subject to Offshore Pollution Liability Association (OPOL) stepdown as is necessary for OPOL excess
/ deductible not to exceed $1,000,000 (or currency equivalent) any one accident or occurrence.
Onshore:
$250,000 Combined Single Excess any one accident or occurrence.
$50,000 any one accident or occurrence in respect of Care, Custody and Control.Section 3  Liabilities  (Excess)
$150,000 any one accident or occurrence offshore and onshore, except:
Sub-section B (offshore) only, where an excess in respect of Charterers Liability of $50,000 any one accident or occurrence
event shall apply, except that cargo claims shall be subject to a single of $12,500 each single voyage.
Underlying amounts nil, but subject to minimum underlyings of $5,000,000 (or to be agred Slip Leader) in respect of
statutory Employers Liability / Automobile Liability / non-owned Aviation Liability.Section 4  War and Terrorism
As applicable to Sections 1, 2, 3 and 5, all offshore only.Section 5  Loss of Production Income  (Excess)
45 days waiting period any one occurrence.
In the event of an accident or occurrence involving more than one Section (excluding Sections 3 & 5), then only the single highest
deductible to apply.
Nil deductible to apply in respect of Constructive / Actual Total Losses, General Average / Salvage Charges and War,
except for Sections 3 & 5 where above deductibles to apply.




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##### 



Coverage Summary
 Policy Period
    
    Policy No.
    
    Coverage
    
    Limits/Amounts
    
    Carrier2/26/10-11
    
    34-MGU-10-A20905
    
    Primary Directors & Officers
    
    $10,000,000 Annual AggregateDeductibles:
$500,000       Per loss for Securities Claims/ $250,000 per loss
All other claims, except zero for non imdemnifiable claims
    
    US Specialty Insurance Co.2/26/10-11
    
    NY10DO2211753NV
    
    Excess Directors & Officers
    
    $10,000,000 Annual AggregateExcess of:
$10,000,000 Per Loss
    
    Navigators Insurance Co.2/26/10-11
    
    DOXG235497002
    
    Excess Directors & Officers 
Broad Form Side A
    
    $10,000,000 Annual Aggregate Excess of:
$20,000,000 Per Loss
    
    ACE




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##### 



Named Insureds
 Named Insureds
    
    Description of OperationsEndeavour International Corporation
    
    Public Holding CompanyEndeavor Operating Corporation
    
    Holding CompanyEndeavour Energy UK Limited
    
    Acquiring, exploring for and developing of
natural gas and oil propertiesEndeavour Energy New Ventures Inc.
    
    New Ventures Holding CompanyEndeavour Energy New Ventures I, Ltd
    
    Inactive New Ventures CompanyEndeavour Energy North Sea L.P.
    
    Investment Holding PartnershipEndeavour Energy North Sea LLC
    
    General Partner of the LPEND Management Company
    
    Payroll management companyEndeavour International Holding B.V.
    
    Holding CompanyEndeavour Energy Netherlands B.V.
    
    Acquiring, exploring for and developing of
natural gas and oil propertiesEndeavour North Sea Limited
    
    Acquiring, exploring for and developing of
natural gas and oil propertiesEndeavour Energy Luxembourg S.a.r.l.
    
    Financing Company
 And/or subsidiary, associated, affiliated companies or owned and controlled companies, as now or
hereafter constituted, including principals, officers, directors, stockholders and employees of
all Named Insureds while acting within the scope of their duties as such and as their interests
may appear.




---



##### 



Secured Party
    
    Debtor
    
    File Number
    
    File Date
    
    Location of Filing
    
    CollateralDell Financial 
Services L.L.C.
    
    Endeavour
International
Corporation
    
    2010013574-3
    
    05/28/2010
    
    Secretary of State
of Nevada
    
    Computer EquipmentIndependent 
Television News 
Limited
    
    Endeavour Energy UK
Limited
    
    525752/13
    
    06/20/2005
    
    Companies House UK
    
    Funds in Secured
Partys deposit
account specifically
designated to secure
rent owing to landlord
pursuant to London
office
lease1
 
 1
    
    Original amount in account was £35,000 together with £6,125 in addition in respect of VAT.




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##### 








---



##### 



1)
    
    Revolving Loan Facility Agreement dated as of October 31, 2006 between Endeavour
International Holding B.V., as borrower, and Endeavour Operating Corporation, as lender,
as amended, with an aggregate principal amount outstanding of $99,000,068.00.2)
    
    Revolving Loan Facility Agreement dated as of October 31, 2006 between Endeavour
International Holding B.V., as lender, and Endeavour Energy UK Limited, as borrower, with
an aggregate principal amount outstanding of $5,072,839.92.3)
    
    Revolving Loan Facility dated as of January 23, 2008 between Endeavour Energy
Luxembourg S.a.r.l., as lender, and Endeavour International Holding B.V., as borrower, as
amended, with an aggregate principal amount outstanding of $52,257,728.98.4)
    
    $23,500,000 owing from Endeavour Energy UK Limited to Endeavour North Sea Limited.




---



##### 



Grantor
    
    Sort Code
    
    Bank Account Number
    
    DesignationEndeavour Operating Corporation
    
    JPMorgan Chase
Bank, N.A.
    
    619034-0829*
    
    Prime Money Market
Securities AccountEndeavour International Holding
B.V.
    
    12-27-14
    
    36401001*
    
    EUR Proceeds AccountEndeavour International Holding
B.V.
    
    12-27-14
    
    34601U5D01*
    
    USD Proceeds AccountEndeavour International Holding
B.V.
    
    12-27-14
    
    34601USD02*
    
    USD Cash Collateral AccountEndeavour International Holding
B.V.
    
    12-27-14
    
    06221716*
    
    GBP Cash Collateral AccountEndeavour Energy UK Limited
    
    12-27-14
    
    34602USD01*
    
    USD Proceeds AccountEndeavour Energy UK Limited
    
    12-27-14
    
    06221724*
    
    GBP Proceeds AccountEndeavour Energy UK Limited
    
    12-27-14
    
    34602USD02*
    
    USD Cash Collateral AccountEndeavour Energy UK Limited
    
    12-27-14
    
    06221732*
    
    GBP Cash Collateral AccountEndeavour Energy UK Limited
    
    BNP Paribas
    
    34337J
    
    Cash collateral account
pledged to BNP Paribas to
secure the Letters of
Credit listed on Schedule
6.20Endeavour North Sea Limited
    
    12-27-14
    
    34604USD01*
    
    USD Proceeds AccountEndeavour North Sea Limited
    
    12-27-14
    
    06221791*
    
    GBP Proceeds AccountEndeavour North Sea Limited
    
    12-27-14
    
    34604USD02*
    
    USD Cash Collateral AccountEndeavour North Sea Limited
    
    12-27-14
    
    06221804*
    
    GBP Cash Collateral AccountEndeavour International Holding
B.V.
    
    JPMorgan Chase
Bank, N.A.
    
    0657-017001
    
    Operations in USD (account
located in the
Netherlands)Endeavour International Holding
B.V.
    
    JPMorgan Chase
Bank, N.A.
    
    0657-783919
    
    Operations in EUR (account
located in the
Netherlands)Endeavour Energy Netherlands B.V.
    
    JPMorgan Chase
Bank, N.A.
    
    0657-017101
    
    Operations in USD (account
located in the
Netherlands)Endeavour Energy Netherlands B.V.
    
    JPMorgan Chase
Bank, N.A.
    
    0657-803898
    
    Operations in EUR (account
located in the
Netherlands)
  
 *
    
    Accounts to be closed following Refinancing.




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##### 








---



##### 



Lender
    
    AddressCYRUS OPPORTUNITIES FUND II, L.P.
    
    c/o Cyan Partners, LP399 Park Avenue, 39th FloorNew York, NY 10022CYRUS EUROPE FUND, L.P.
    
    c/o Cyan Partners, LP399 Park Avenue, 39th FloorNew York, NY 10022CRESCENT 1, L.P.
    
    c/o Cyan Partners, LP399 Park Avenue, 39th FloorNew York, NY 10022CYR FUND, L.P.
    
    c/o Cyan Partners, LP399 Park Avenue, 39th FloorNew York, NY 10022CYRUS CAPITAL PARTNERS, L.P.
    
    c/o Cyan Partners, LP399 Park Avenue, 39th FloorNew York, NY 10022MTP ENERGY INFRASTRUCTURE FINANCE MASTER
    
    c/o Magnetar Financial LLCFUND, LTD.
    
    1603 Orrington Avenue, 13th FloorEvanston, IL 60201TRIANGLE PEAK PARTNERS PRIVATE EQUITY, LP
    
    Carmel Plaza, Suite 305P.O. Box 3788Carmel, CA 93921HELIOS CORPORATE LLC
    
    400 Madison AvenueSuite 8DNew York, NY 10017THE ROTHSCHILD FOUNDATION EUROPE
    
    32-33 St. Jamess PlaceLondon SW1A 1NRUnited KingdomDODER TRUST LIMITED (as Trustee for the
    
    c/o Carter Ledyard & MilburnJader Trust No 4)
    
    2 Wall StreetNew York, NY 10005




---



##### 



Lender
    
    AddressDODER TRUST LIMITED (as Trustee for The
    
    Argyle HouseBat Hanadiv Foundation No 3)
    
    41a Cedar AvenueHamilton HM12Bermuda




---



##### 



EXHIBIT A
 FORM OF NOTICE OF BORROWING
  Administrative Agent
 
  Borrower Credit Agreement Lender Lenders Proposed Borrowing
 1
 
    
 1
    
    Shall be a Business Day at least one Business
Day, after the date hereof, provided that (in each case) any such
notice shall be deemed to have been given on a certain day only if given before
11:00 A.M. (New York City time) on such day.




---



##### 



Very truly yours,
ENDEAVOUR ENERGY UK LIMITEDBy:Name:Title:




---



##### 



EXHIBIT B
 FORM OF NOTE
 $
    
    New York, New York
 
 Borrower   Lender
  Credit Agreement




---



##### 



THIS TERM NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PRINCIPLES.
 ENDEAVOUR ENERGY UK LIMITEDBy:Name:Title: 9




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##### 



Re:
    
    Credit Facility for Endeavour Energy UK Limited
  Holdings NY UCC
 Opinion Parties EOC New Ventures END Management Endeavour North Sea L.P. Endeavour North Sea LLC
 U.S. Credit Parties
 Credit Parties Borrower Holding B.V. Netherlands B.V.
 Vinson & Elkins LLP Attorneys at Law
    
    First City Tower, 1001 Fannin Street, Suite 2500Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston
    
    Houston, TX 77002-6760London Moscow New York Palo Alto Shanghai Tokyo Washington
    
    Tel+1.713.758.2222 Fax+1.713.758.2346 www.velaw.com




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##### 



(V&E LOGO)
    
    August 16, 2010    Page 2
 Endeavour Luxembourg Endeavour North Sea Limited Endeavour Berumda
  Agreement Closing Date Administrative Agent
 U.S.
Security Agreement Grantors Collateral Agent
  Gregg County
Deed of Trust
 Colorado
County Deed of Trust Texas Deeds of Trust




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##### 



(V&E LOGO)
    
    August 16, 2010    Page 3
      Shifting
Control Deposit Account Control
Agreement Depositary Deposit Accounts
 Pennsylvania Mortgage
 Louisiana Mortgage
 Share
Charge




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##### 



(V&E LOGO)
    
    August 16, 2010    Page 4
 Dutch Pledge Designated Documents
 Schedule II Applicable Contracts
 Schedule III Organizational Documents
 Schedule IV Financing Statements
 Schedule IV Fixture Financing Statements
 Schedule IV As-Extracted Collateral Financing
Statements
 Opinion Documents




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##### 



(V&E LOGO)
    
    August 16, 2010    Page 5
 Transaction Party




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##### 



(V&E LOGO)
    
    August 16, 2010    Page 6
      1.
    
    Each Opinion Party is a corporation, limited liability company or limited
partnership (as the case may be) validly existing and in good standing under the laws
of the State of Delaware. Each Opinion Party is duly qualified to do business in, and
is in good standing as a foreign entity under the laws of, the State or States set
forth opposite such Opinion Partys name on Schedule V hereto.2.
    
    Each Opinion Party has the corporate, limited liability company or limited
partnership power and authority (as the case may be) to execute and deliver each
Opinion Document and each Designated Document to which it is a party and to perform
its obligations thereunder. The execution and delivery by each Opinion Party of each
Opinion Document and each Designated Document to which it is a party and the
performance by such Opinion Party of its obligations thereunder have been duly
authorized by all requisite corporate, limited liability company or limited
partnership action (as the case may be) on the part of such Opinion Party.




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##### 



(V&E LOGO)
    
    August 16, 2010    Page 7
 3.
    
    Each Opinion Document and each Designated Document to which any Opinion Party
is a party has been duly executed and delivered by such Opinion Party.4.
    
    Under the laws of the State of New York, each Opinion Document (other than
the Texas Deeds of Trust) to which any Credit Party is a party constitutes the valid
and binding obligation of such Credit Party enforceable against such Credit Party in
accordance with its terms.5.
    
    Under the laws of the State of Texas, each Texas Deed of Trust constitutes
the valid and binding obligation of EOC enforceable against EOC in accordance with its
terms under the laws of the State of Texas.6.
    
    The execution and delivery by each Opinion Party of each Opinion Document and
each Designated Document to which it is a party do not, and the performance by such
Opinion Party of its obligations thereunder will not, violate such Opinion Partys
Organizational Documents.7.
    
    The execution and delivery by each Credit Party of each Opinion Document and
each Designated Document to which it is a party do not, and the performance by such
Credit Party of its obligations thereunder will not: (a) result in any violation by
the Credit Party of any Applicable Law (as defined below); (b) breach or result in a
default under any Applicable Contract; or (c) result in the creation or imposition of
any lien on any properties of the Credit Party pursuant to any Applicable Contract,
other than as may be contemplated by the Opinion Documents and the Designated
Documents.
 Applicable Laws Delaware Corporation Law Delaware LLC
Act Delaware LP Act Delaware Statutes




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##### 



(V&E LOGO)
    
    August 16, 2010    Page 8
  8.
    
    No Governmental Approval (as defined below) that has not been obtained or
taken and is not in full force and effect, is required to be obtained or taken by any
Credit Party to authorize, or is required in connection with, the execution and
delivery by such Credit Party of each Opinion Document and each Designated Document to
which it is a party or the performance by such Credit Party of its obligations
thereunder, the grant of security interests by such Credit Party under such Opinion
Documents and Designated Documents, or the legality, validity, binding effect or
enforceability of any such Opinion Document or Designated Document as against such
Credit Party, except: (a) the filing of the Financing Statements in the filing offices
set forth in paragraph 10 below; (b) the recording of the Texas Deeds of Trust and the
filing of the Fixture Financing Statements and the As-Extracted Collateral Financing
Statements in the Applicable Counties (as defined in paragraph 13 below); and (c)
Governmental Approvals not required to consummate the transactions occurring on the
date hereof but required to be obtained or made after the date of this opinion letter
to enable such Credit Party to comply with requirements of Applicable Law including
those required to maintain existence and good standing of such Credit Party.
 Governmental Approvals
 9.
    
    Under the laws of the State of New York, the provisions of the U.S. Security
Agreement are effective to create in favor of the Collateral Agent to secure the
Secured Obligations (as defined therein), a valid security interest in all of each




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##### 



(V&E LOGO)
    
    August 16, 2010    Page 9
 Credit Partys right, title and interest in and to that portion of the Collateral
(as defined therein) in which a security interest may be created under Article 9 of
the NY UCC without giving effect to the laws referred to in Section 9-201 thereof
(the Article 9 Collateral).
 10.
    
    To the extent that the filing of a financing statement can be effective to
perfect a security interest in the Article 9 Collateral of each Opinion Party under
the Uniform Commercial Code as in effect in the State of Delaware (the Delaware
UCC), the security interest in favor of the Collateral Agent in that portion of
the Article 9 Collateral described in the Financing Statements will be perfected upon
the proper filing of the Financing Statements in office of the Secretary of State of
the State of Delaware. The Financing Statements are in proper form for filing with the
Secretary of State of the State of Delaware under the Delaware UCC.11.
    
    Under the laws of the State of New York, with respect to that portion of the
Article 9 Collateral consisting of the Deposit Account, the provisions of the Deposit
Account Control Agreement are effective to perfect the security interest of the
Collateral Agent therein by control (within the meaning of Section 9-104 of the NY
UCC).12.
    
    Under the laws of the State of New York, with respect to that portion of the
Article 9 Collateral consisting of Certificated Securities (within the meaning of
Section 8-102 of the NY UCC, herein referred to as the Certificated
Securities), upon the Collateral Agent taking possession in the State of New York
of certificates evidencing such Certificated Securities which are in registered form,
issued or indorsed in the name of the Collateral Agent or in blank by an effective
indorsement or accompanied by undated stock powers with respect thereto duly indorsed
in blank by an effective endorsement, the security interest of the Collateral Agent
therein is perfected by control (within the meaning of Section 8-106 of the NY UCC)
to the extent that the NY UCC is applicable thereto.13.
    
    Under the laws of the State of Texas, each Texas Deed of Trust is in proper
form for recording in the real property records of the county or counties in which the
Trust Property (as defined the applicable Texas Deed of Trust, herein referred to as
the Trust Property) therein described is located (the Applicable
Counties) in order to create, and each Texas Deed of Trust is effective to
create, valid and enforceable liens, security interests and/or




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##### 



(V&E LOGO)
    
    August 16, 2010    Page 10
 assignments of the interest of EOC in the portion of the applicable Trust Property
described therein that constitutes interests in real property (including fixtures,
timber to be cut and as-extracted collateral) in favor of the Administrative Agent
and the Collateral Agent to secure the payment and performance of the Secured
Obligations (as therein defined). Recording of each Texas Deed of Trust in the
real property records of each relevant Applicable County will impart constructive
notice to third parties of the contents of each Texas Deed of Trust, including the
liens against the portion of the Trust Property therein described that constitutes
interests in real property (including fixtures, timber to be cut and as-extracted
collateral) created by such Texas Deed of Trust. Additionally, each Texas Deed of
Trust, when recorded in the real property records of each relevant Applicable
County, is sufficient to serve as a financing statement under the Uniform
Commercial Code as in effect in the State of Texas (the Texas UCC) as to
the portions of the Trust Property described therein comprising fixtures and
as-extracted collateral.
 14.
    
    Under the Texas UCC, each of the Fixture Financing Statements and the
As-Extracted Collateral Financing Statements are in proper form for filing in the real
property records of each relevant Applicable County.15.
    
    Except for nominal filing or recording fees, no taxes or other charges,
including without limitation, mortgage recording taxes, intangible or documentary
stamp taxes, transfer taxes or similar charges, will be required to be paid in
connection with (a) the execution and delivery of the Texas Deeds of Trust, and (b)
the filing and recording of the Texas Deeds of Trust, the Fixture Financing Statements
and the As-Extracted Collateral Financing Statements.16.
    
    Section 51.002 of the Texas Property Code provides, inter alia, that a sale
of real property under the power of sale conferred by a deed of trust must be a public
sale at auction held between 10:00 a.m. and 4:00 p.m. of the first Tuesday of a month
and that the sale must take place at the county courthouse in the county in which the
land is located or, if the property is located in more than one county, the sale may
be made at the courthouse in any county in which the property is located. Section
51.003 of the Texas Property Code provides, inter alia, that (a) if the price at which
real property is sold at a foreclosure sale under Section 51.002 of the Texas Property
Code is less than the unpaid balance of the indebtedness secured by the real property,
resulting




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(V&E LOGO)
    
    August 16, 2010    Page 11
 in a deficiency, then any person against whom recovery of such deficiency is sought
may request that the court in which the deficiency action is pending determine the
fair market value of such real property as of the date of the foreclosure sale, and
(b) if the court determines that the fair market value is greater than the sale
price of the real property at the foreclosure sale, then the persons against whom
recovery of the deficiency is sought are entitled to an offset against the
deficiency by the amount by which the fair market value (less the amount of any
claim, indebtedness, or obligation of any kind that is secured by a lien or
encumbrance on the real property that was not extinguished by the foreclosure),
exceeds the sale price at the foreclosure sale. Non-judicial foreclosure under
the Texas Deeds of Trust, in and of itself, will not under the laws of the State of
Texas restrict or impair the Collateral Agents rights or remedies with respect to
the foreclosure or enforcement of any other security interests or liens created by
the Texas Deeds of Trust to the extent of any deficiency remaining after the
proper application of proceeds of the foreclosure sale thereunder, subject to the
provisions of Sections 51.002 through 51.005 of the Texas Property Code. The
laws of the State of Texas do not require a lienholder to elect, prior to an
exercise of remedies, to pursue its remedies against either liens in real property
or personal property, if such lienholder holds enforceable perfected security
interests and liens on both real and personal property of a debtor.
 17.
    
    No Credit Party is an investment company within the meaning of the
Investment Company Act of 1940, as amended.18.
    
    Assuming that each Credit Party will comply with the provisions of the
Agreement relating to the use of proceeds, the execution and delivery of the Agreement
by such Credit Party and the making of the Term Loans thereunder and the application
of the proceeds thereof does not violate Regulation U or X of the Board of Governors
of the Federal Reserve System.19.
    
    We call to your attention the fact that the Opinion Documents (other than the
Texas Deeds of Trust) select the internal laws of the State of New York as the
governing law. It is our opinion that a federal or state court sitting in Texas and
applying Texas choice-of-law statutes and principles would honor the parties choice
of the internal laws of the State of New York as the law applicable to the Opinion
Documents (other than the Texas Deeds of Trust) to the extent set forth in such
Opinion Documents.




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(V&E LOGO)
    
    August 16, 2010    Page 12




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(V&E LOGO)
    
    August 16, 2010    Page 13
  Schedule V Schedule V Schedule V




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(V&E LOGO)
    
    August 16, 2010    Page 14




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(V&E LOGO)
    
    August 16, 2010    Page 15
  Act
 Chapter
271




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(V&E LOGO)
    
    August 16, 2010    Page 16




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(V&E LOGO)
    
    August 16, 2010    Page 17




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(V&E LOGO)
    
    August 16, 2010    Page 18




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(V&E LOGO)
    
    August 16, 2010    Page 19




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(V&E LOGO)
    
    August 16, 2010    Page 20
      (i)
    
    reliance hereon by any future assignee of the Lenders interests in the loans
under the Agreement pursuant to an assignment that is made and consented to in
accordance with the express provisions of Section 11.04 of the Agreement, and(ii)
    
    your furnishing to, but not reliance upon in any manner by, (A) your legal
counsel and independent auditors who need to know such information and are informed of
the confidential nature of this opinion, (B) any regulatory




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(V&E LOGO)
    
    August 16, 2010    Page 21
 authority having jurisdiction over you upon the request or demand of such
regulatory authority, (C) any Person to the extent required pursuant to the order
of any court or administrative agency or in any pending legal or administrative
proceeding or as otherwise required by applicable law or compulsory legal process,
provided that you take reasonable steps to procure that such Person maintains the
confidentiality of this opinion, (D) any Person that subsequently becomes the
Administrative Agent or Collateral Agent in accordance with Section 10.09 of the
Agreement, (E) any Person that proposes to become a Lender under the Agreement, and
(F) any Person that proposes to become or becomes a Secured Creditor under a
Secured Hedging Agreement or Secured Reimbursement Agreement (each, as defined in
the U.S. Security Agreement), in each case, in compliance with the requirements of
the Agreement and the U.S. Security Agreement,




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Addressees




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##### 



Applicable Contracts
 1.
    
    Trust Deed, dated January 24, 2008, between Endeavour Energy Luxembourg S.a.r.l.,
Endeavour International Corporation, and BNY Corporate Trustee Services Limited,
Constituting U.S. $40,000,000 11.5% Guaranteed Convertible Bonds due 2014;2.
    
    Note Agreement, dated November 17, 2009, relating to 12% Senior Subordinated Notes due
2014 issued by Endeavour International Corporation, between Endeavour International
Corporation, the guarantors party thereto, and the initial noteholders party thereto, as
amended by the Amendment to the Note Agreement dated as of March 10, 2010; and3.
    
    Indenture, dated January 20, 2005, relating to 6.00% Convertible Senior Notes due 2012
issued by Endeavour International Corporation, between Endeavour International Corporation
and Wells Fargo Bank, National Association, as trustee.




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Organizational Documents
 Endeavour Operating Corporation
 1.
    
    Certificate of Incorporation of Endeavour Operating Corporation, and all amendments
thereto, as certified by the Secretary of State of Delaware;2.
    
    Certificate of Merger, merging NSNV, Inc., a Texas corporation, with and into CSOR
Acquisition Corp., under the name of Endeavour Operating Corporation, a Delaware
corporation, as certified by the Secretary of State of Delaware;3.
    
    Bylaws of Endeavour Operating Corporation, and all amendments thereto, certified as
being true and correct by an officer of Endeavour Operating Corporation; and4.
    
    Resolutions adopted by written consent of the Board of Directors of Endeavour Operating
Corporation.
 Endeavour Energy New Ventures Inc.
 1.
    
    Certificate of Amendment of Certificate of Incorporation of END Operating Management
Company, a Delaware corporation, changing the name of such corporation to Endeavour Energy
New Ventures Inc., as certified by the Secretary of State of Delaware;2.
    
    Certificate of Incorporation of END Operating Management Company, as certified by the
Secretary of State of Delaware;3.
    
    Bylaws of Endeavour Energy New Ventures Inc. (formerly, END Operating Management
Company), and all amendments thereto, certified as being true and correct by an officer of
Endeavour Energy New Ventures Inc.; and4.
    
    Resolutions adopted by written consent of the Board of Directors of Endeavour Energy
New Ventures Inc.
 END Management Company
 1.
    
    Certificate of Incorporation of END Management Company, and all amendments thereto, as
certified by the Secretary of State of Delaware;2.
    
    Bylaws of END Management Company, and all amendments thereto, certified as being true
and correct by an officer of END Management Company; and3.
    
    Resolutions adopted by written consent of the Board of Directors of END Management
Company.
 Endeavour Energy North Sea, L.P.
 1.
    
    Certificate of Limited Partnership of Endeavour Energy North Sea, L.P., and all
amendments thereto, as certified by the Secretary of State of Delaware;2.
    
    Agreement of Limited Partnership of Endeavour Energy North Sea, L.P., and all
amendments thereto, certified as being true and correct by an officer of Endeavour Energy
North Sea LLC, as general partner of Endeavour Energy North Sea, L.P.; and




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##### 



3.
    
    Resolutions adopted by written consent of the Board of Managers of Endeavour Energy
North Sea LLC, as general partner of Endeavour Energy North Sea, L.P., as certified by an
officer of Endeavour Energy North Sea LLC.
 Endeavour Energy North Sea LLC
 1.
    
    Certificate of Formation of Endeavour Energy North Sea LLC, and all amendments thereto,
as certified by the Secretary of State of Delaware;2.
    
    Limited Liability Company Agreement of Endeavour Energy North Sea LLC, and all
amendments thereto, certified as being true and correct by an officer of Endeavour Energy
North Sea LLC; and3.
    
    Resolutions adopted by written consent of the Board of Managers of Endeavour Energy
North Sea LLC.




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Financing Statements, Fixture Financing Statements and  As-Extracted Collateral Financing Statements
 Financing Statements
  Name of Debtor
    
    Filing OfficeEndeavour Operating Corporation
    
    DelawareEndeavour Energy New Ventures Inc.
    
    DelawareEND Management Company
    
    DelawareEndeavour Energy North Sea, L.P.
    
    DelawareEndeavour Energy North Sea LLC
    
    Delaware
 Fixture Financing Statements
  Name of Debtor
    
    Filing OfficeEndeavour Operating Corporation
    
    Real Property Records of the Office of the County Clerk of Colorado County, TexasEndeavour Operating Corporation
    
    Real Property Records the Office of the County Clerk of Gregg County, Texas




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As-Extracted Collateral Financing Statements
  Name of Debtor
    
    Filing OfficeEndeavour Operating Corporation
    
    Real Property Records of the Office of the County Clerk of Colorado County, TexasEndeavour Operating Corporation
    
    Real Property Records of the Office of the County Clerk of Gregg County, Texas




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Existence, Foreign Qualification, and Good Standing Certificates
 Foreign Qualification
 Opinion Party
    
    State(s)Endeavour Operating Corporation
    
    AlabamaLouisianaMontanaNew MexicoPennsylvaniaTexas
 Foreign Qualification Certificates
 1.
    
    Certificate of foreign qualification of Endeavour Operating Corporation, as issued on
July 20, 2010 by the Secretary of State of Alabama;2.
    
    Certificate of foreign qualification of Endeavour Operating Corporation, as issued on
July 19, 2010 by the Secretary of State of Louisiana;3.
    
    Certificate of Authorization of Endeavour Operating Corporation, as issued on July 19,
2010 by the Secretary of State of Montana;4.
    
    Certificate of Good Standing and Compliance of Endeavour Operating Corporation, as
issued on July 19, 2010 by the Secretary of State of New Mexico;5.
    
    Certificate of qualification of Endeavour Operating Corporation, as issued on July 20,
2010 by the Acting Secretary of the Commonwealth of Pennsylvania;6.
    
    Certificate of Fact of Endeavour Operating Corporation, as issued on July 19, 2010 by
the Secretary of State of Texas; and7.
    
    Certificate of Account Status of Endeavour Operating Corporation, as issued on July 21,
2010 by the Texas Comptroller of Public Accounts.
 Existence/Good Standing Certificates
 1.
    
    Certificate of Existence of Endeavour Operating Corporation, as issued on August 13,
2010 by the Secretary of State of Delaware;2.
    
    Certificate of Existence of Endeavour Energy New Ventures Inc., as issued on August 13,
2010 by the Secretary of State of Delaware;3.
    
    Certificate of Existence of END Management Company, as issued on August 13, 2010 by the
Secretary of State of Delaware;




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4.
    
    Certificate of Existence of Endeavour Energy North Sea, L.P., as issued on August 13,
2010 by the Secretary of State of Delaware; and5.
    
    Certificate of Existence of Endeavour Energy North Sea LLC, as issued on August 13,
2010 by the Secretary of State of Delaware.




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Re: Endeavour International Corporation, a Nevada corporation.
  Company Credit Agreement
  A.
    
    the Credit Agreement;B.
    
    the U.S. Security Agreement (and together with the Credit Agreement, the
Transaction Documents.);C.
    
    Articles of Incorporation of the Company, as amended (the Articles of
Incorporation);D.
    
    Bylaws of the Company, as currently in effect (the Bylaws);E.
    
    Resolutions of the Board of Directors of the Company dated August 16, 2010,
regarding the Transaction Documents;F.
    
    Certificate of Existence for the Company dated August 13, 2010, issued by the
Secretary of State of Nevada confirming the corporate existence and good standing of
the Company as a Nevada corporation; and




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##### 



G.
    
    A UCC-1 Financing Statement naming the Company as debtor and the Agent, in its
capacity as Collateral Agent, as the secured party, for filing in the office of the
Nevada Secretary of State (the Financing Statement) pursuant to Article 9 of Nevadas
Uniform Commercial Code (the NV UCC).




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Very truly yours,
WOODBURN and WEDGEBy:

/s/
Gregg P. BarnardGregg P. Barnard




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##### 



ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 (i)
    
    who are your professional advisers, regulatory authorities, or as and to the
extent required by law or court order;




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##### 



ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh




---



##### 



ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 (ii)
    
    not otherwise an addressee of this opinion letter, who (x) become a
Lender in accordance with the Credit Agreement, other than during the
primary syndication of the facilities therein, or (y) are potential
transferees or assignees of any Lender;(iii)
    
    becoming Administrative Agent (as defined in the Credit Agreement) or
Collateral Agent (as defined in the Credit Agreement) in accordance with
section 10.09 of the Credit Agreement; or(iv)
    
    proposing to become or becoming a Secured Creditor (as defined in the
Security Agreement) under a Secured Hedging Agreement (as defined in
the Security Agreement) or a Secured Reimbursement Agreement (as
defined in the Security Agreement) in accordance with the requirements
of the Credit Agreement and the Security Agreement.




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##### 



ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 a.
    
    all documents reviewed by us as originals are complete and authentic and
the signatures on these documents are the genuine signatures of the
persons purported to have signed them, all documents reviewed by us as
drafts of documents or as fax, photo or electronic copies of originals are
in conformity with the executed originals and these originals are complete
and authentic and the signatures on them are the genuine signatures of the
persons purported to have signed them;b.
    
    no defects attach to the incorporation of any Netherlands Company (aan
haar totstandkoming geen gebreken k/even)and each Deed of
Incorporation has been executed on the basis of a valid declaration of no
objection (verklaring van geen bezwaar)by or on behalf of a civil law
notary (notaris),who had the power and authority to execute each such
deed, and the Articles of Association of each Netherlands Company
comply with Netherlands law (vo/doen aan de eisen der wet);
 (reglement)
 (ontbonden), (jusie) (splitsing), (onder bewind gestelcf), (jailliet verk/aard) (surseance van betaling verleencf)
 e.
    
    no works council (ondernemingsraacf)has been established or is in the
process of being established with respect to the business of any Netherlands




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##### 



ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 (i)
    
    been duly incorporated or formed and is validly existing as a legal
entity under the laws of its incorporation and, insofar as relevant
under the laws of its incorporation, is in good standing;(ii)
    
    the requisite power (corporate and otherwise) to enter into the
Opinion Documents and to perform its obligations thereunder;(iii)
    
    taken all necessary corporate action in connection with the
entering into the Opinion Documents; and(iv)
    
    validly signed each Opinion Document (other than the Deeds of
Pledge of Shares) and validly signed the powers of attorney in
respect of its entering into the Deeds of Pledge of Shares;
 i.
    
    each of the parties to the Opinion Documents other than the Netherlands
Companies complies with the requirements under Netherlands law, or any
foreign law applicable to it, for the execution by it of the Opinion
Documents to which it is a party and the performance by it of its obligations
thereunder;j.
    
    under any applicable law (other than, in relation to each Netherlands
Company, Netherlands law) (i) each Opinion Document constitutes the
legal, valid and binding obligations of the persons expressed to be a party
thereto, enforceable against them in accordance with their terms and (ii)
the choice of law clause and the jurisdiction clause contained in each
Opinion Document constitutes a legal. valid and binding choice of law
and submission to jurisdiction;k.
    
    at each Relevant Moment, each relevant pledgor had full title to (was




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##### 



ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 rechthebbende) and had the full power to dispose of and encumber (was
beschikkingsbeyoegd)the relevant Collateral;
 l.
    
    at the time of foreclosure of a security right created by the Netherlands
Security Document, the corresponding Secured Obligations are
sufficiently identifiable (voldoellde bepaalbaar)within the meaning of
Article 3:231(2) NCC;m.
    
    the obligations of the Credit Parties (as defined in the Guaranty) under
clause 2 (Parallel Debt)of the Guaranty constitute under any applicable
law, other than Netherlands law, the obligations of those Credit Parties to
the Pledgee and, albeit for the benefit of the Lenders (as defined in the
Credit Agreement), not obligations held by the Pledgee on their behalf;n.
    
    none of the opinions stated in this opinion letter will be affected by any
foreign law;o.
    
    all terms and conditions set forth in the Opinion Documents as well as
each of the transactions relating thereto are at arms length; andp.
    
    the assets of none of the entities the interests in which serve as security
under the Opinion Documents or any of their subsidiaries consist or have
consisted, directly or indirectly, on a consolidated basis, for 70% or more,
of real estate situated in the Netherlands.
  Corporate Status
 1.
    
    Each Netherlands Company has been duly incorporated and is validly
existing as a besloten vennootschap met beperkte aansprakelijkheid
(private company with limited liability).
 Corporate Power
 2.
    
    Each Netherlands Company has the corporate power to enter into the
Opinion Documents and to perform its obligations thereunder. None of
The Netherlands Companies violates any provision of its Articles of
Association by entering into the Opinion Documents to which it is
expressed to be a party or by performing its obligations thereunder.
 Corporate Action




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##### 



ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 3.
    
    Each Netherlands Company has taken all corporate action required by its
Articles of Association and Netherlands law in connection with entering
into the Opinion Documents to which it is expressed to be a party and the
performance of its obligations thereunder.Valid Signing4.
    
    Each of the Opinion Documents (other than the Deeds of Pledge of
Shares) has been validly signed on behalf of each Netherlands Company
which is a party thereto.5.
    
    Each Deed of Pledge of Shares has been validly executed by A.H.
Geeriing, civil law notary in Rotterdam, the Netherlands.Choice of Law6.
    
    The Netherlands courts will recognise the choice of the law of the State
of New York to govern the Foreign Finance Documents.Enforceability of contractual obligations7.
    
    The contractual obligations of the Netherlands Companies under the
Foreign Finance Documents are enforceable against them in the
Netherlands in accordance with their tenns.8.
    
    The contractual obligations of the Netherlands Companies under the
Deeds of Pledge of Shares constitute the legal, valid, and binding
obligations of the Netherlands Companies, enforceable against them in
the Netherlands in accordance with their terms.Deeds of Pledge of Shares9.
    
    On each Relevant Moment:
 a. in relation to each Deed of Pledge of Shares, such Deed of
Pledge of Shares creates a valid pledge (pandrecht)on the
Collateral then in existence and purported to be pledged thereby; andb. in relation to Future Collateral, each Deed of Pledge of Shares
will create a valid pledge on the Future Collateral then acquired
by the relevant Pledgor and purported to be pledged thereby,as security for the relevant Secured Obligations, to the extent these
Secured Obligations consist of monetary payment obligations
(verbintenissen tot betaling van een geldsom)in favour of the Pledgee,
which pledge is or will be, as the case may be, enforceable in the
Netherlands in accordance with the terms of the Deeds of Pledge of




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##### 



ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 Shares, the NCCP and the other applicable provisions of Netherlands
law.No Authorisations, Consents or Approvals
 10.
    
    No authorisation, consent, approval, license or order from or notice to or
filing with any regulatory or other authority or governmental body of the
Netherlands is required by any Netherlands Company in connection with
its entering into the Opinion Documents or the performance of its
obligations thereunder, which, if not obtained or made, would affect the
enforceability of the Opinion Documents against it in the Netherlands.Jurisdiction11.
    
    The submission by each Netherlands Company in the Foreign Finance
Documents to the jurisdiction of the courts of the State of New York and
the courts of the United States for the Southern District of New York,
whether located in the City of New York or in the County of New York,
will be recognised by the Netherlands courts.Enforcement of Judgments12.
    
    There is no enforcement treaty between the Netherlands and the United
States of America and/or the State of New York. Therefore, a judgment of
the courts of the State of New York or the courts of the United States for the
Southern District of New York, in each case whether located in the City of
New York or in the County of New York (each such judgment hereinafter: a
New York Judgment and such courts hereinafter: the New York
Courts) cannot be enforced in the Netherlands. In order to obtain a
judgment that can be enforced in the Netherlands against a Netherlands
Company, the dispute will have to be re-litigated before the competent
Netherlands court. This court will have discretion to attach such weight to
a New York Judgment as it deems appropriate. Given the submission by
each Netherlands Company to the jurisdiction of the New York Courts,
the Netherlands courts can be expected to give conclusive effect to a final
and enforceable New York Judgment without re-examination or relitigation
of the substantive matters adjudicated upon. This would require
(i) proper service of process to have been given, (ii) the proceedings
before such court to have complied with principles of proper procedure
(behoorlijke rechtspleging),and (iii) such judgment not being contrary to
the public policy of the Netherlands.No withholding tax13.
    
    All payments made by the Netherlands Companies to the Pledgee under




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##### 



ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 the Opinion Documents in their capacity of guarantor or pledgor, may be
made free of withholding or deduction of, for or on account of any taxes
of whatever nature imposed, levied, withheld or assessed by the
Netherlands or any political subdivision or taxing authority thereof or
therein.No stamp duties14.
    
    No Netherlands registration tax, stamp duty or any other similar
documentary tax or duty, other than court fees, will be payable in the
Netherlands by the Pledgee in respect of or in connection with the signing
and/or enforcement by legal proceedings (including the enforcement of
any foreign judgement in the courts of the Netherlands) of the Opinion
Documents or the performance by the Netherlands Companies of their
obligations thereunder.
  A.
    
    As Netherlands lawyers we are not qualified or able to assess the true
meaning and purport of the tenns of the Foreign Finance Documents
under the applicable law and the obligations of the parties to the Foreign
Finance Documents and we have made no investigation of that meaning
and purport. Our review of the Foreign Finance Documents and of any
other documents subject or expressed to be subject to any Jaw other than
Netherlands law has therefore been limited to the terms of these
documents as they appear to us on their face.B.
    
    The information contained in the Extracts and in the Shareholders
Registers does not constitute conclusive evidence of the facts reflected in
them.C.
    
    Pursuant to Article 2:7 NCC, any transaction entered into by a legal entity
may be nullified by the legal entity itself or its liquidator in bankruptcy
proceedings (curator)if the objects of that entity were transgressed by
the transaction and the other party to the transaction knew or should have
known this without independent investigation (wist oj zonder eigen
onderzoek moest we/en).The Netherlands Supreme Court (Hoge Raad
der Nederlanden)has ruled that in determining whether the objects of a
legal entity are transgressed, not only the description of the objects in that
legal entitys articles of association (statu/en)is decisive, but all
(relevant) circumstances must be taken into account, in particular
whether the interests of the legal entity were served by the transaction.




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ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 D.
    
    A power of attorney or mandate granted by any Netherlands Company,
including but not limited to the appointment of an agent for service of
process (to the extent that it can be considered a power of attorney):
 a. can only be made irrevocable to the extent that its object is the
performance of legal acts in the interests of the attorney or a third
party. The competent Netherlands courts may at the request of the
principal cancel the irrevocable quality of the power of attorney for
compelling reasons; andb. will terminate in the event of a bankruptcy and become ineffective
upon the suspension of payments of the principal or, unless
otherwise provided, the attorney.
 E.
    
    Netherlands courts may. despite any generally recognized choice of law
clause contained in the Foreign Finance Documents (a) apply overriding
mandatory provisions of the Netherlands and other jurisdictions, (b)
refuse application of provisions of other jurisdictions which are
manifestly incompatible with the public policy (nordre public)of the
Netherlands or the European Union, and (c) have regard to the law of the
country where the performance of the agreement takes place.F.
    
    The words enforceable in accordance with their terms as used in the
opinion expressed in paragraph 7 mean that if a party to the Foreign
Finance Documents brings an action (een rechtsvordering instellen)
against a Netherlands Company before a competent Netherlands court
seeking enforcement of the Foreign Finance Documents, such court will
address the issue and, if appropriate, provide some remedy subject to the
terms of the Foreign Finance Documents, the law applicable pursuant to a
choice of law clause contained in the Foreign Finance Documents and
any other applicable law and with due observance of the provisions of the
NCCP.G.
    
    The opinions expressed in paragraph 8 and 9 should be read in the
understanding that:
 a. the Deeds of Pledge of Shares may not be specifically enforceable
in all circumstances; andb. should be read in the understanding that the interpretation by the
courts of the Netherlands of an agreement may depend on the
meaning each of the parties in the given circumstances was entitled
to attach to the tenns thereof and on the parties reasonable




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##### 



ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 expectations in that respect.H.
    
    The opinions expressed in this opinion letter may be limited or affected
by:a. any applicable bankruptcy, insolvency, reorganisation, moratorium
or other similar laws or procedures now or hereinafter in effect,
relating to or affecting the enforcement or protection of creditors
rights generally;b. the provisions of fraudulent preference and fraudulent conveyance
(Actio Pauliana)and similar rights available to liquidators in
bankruptcy proceedings or creditors in other jurisdictions;c. claims based on tort (onrechtmatige daad);andd. sanctions and measures implemented or effective in the
Netherlands under the Sanctions Act 1977 (Sanctiewet1977), or
European Union Regulations.e. with respect to the Deeds of Pledge of Shares, the rules of force
majeure (niet toerekenbare tekortkoming),reasonableness and
fairness (redelijkhejd en billijkheid),suspension (opschorting),
dissolution (ontbinding),unforeseen circumstances (onvoorziene
omstandigheden)and vitiated consent (i.e. duress (bedreiging»,
fraud (bedrog),abuse of circumstances (misbruik van
omstandigheden)and error (dwaling»)or a difference of intention
(wil)and declaration (verklaring),set-off (verrekening),and other
defences afforded by Netherlands law to obligors generally.I.
    
    No opinion is expressed as to the validity or enforceability of any security
right, assignment or transfer purported or intended to be vested by or
pursuant to any Foreign Finance Document or with respect to any
consents, approvals, licenses, orders, notices, or filings necessary to
ensure the validity or enforceability of any security right, assignment or
transfer purported or intended to be vested by or pursuant to any Foreign
Finance Document.J.
    
    Netherlands courts may, notwithstanding any provision to the contrary in
any Opinion Document, assume jurisdiction if a plaintiff:a. seeks provisional measures in preliminary relief proceedings (kort
geding)as provided for in Article 254 NCCP et seq.;b. files a request for the levy of a pre-trial attachment (conservatoir
beslag)as provided for in Article 700 NCCP et seq.




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##### 



ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 K.
    
    In relation to thecontractual obligations under the Deeds of Pledge of
Shares, notwithstanding anything to the contrary provided in the Deeds of
Pledge of Shares, any contractual obligation may be amended orally or
by consent of the parties thereto.L.
    
    In relation to the security rights created by the Deeds of Pledge of Shares:a. A pledge on Future Collateral will not come into existence if such
Future Collateral comes into existence or is acquired by the
relevant pledgor on or after the day on which the pledgor has been
declared bankrupt, been granted a preliminary suspension of
payments (voorlopige surseance van betaling)or suspension of
payments (surseance van betating)under the Bankruptcy Code.b. A court may suspend enforcement of security rights against a
pledgor which has been declared bankrupt, is granted a preliminary
suspension of payments or suspension of payments under the
Bankruptcy Code for a period not exceeding four months.c. A liquidator in bankruptcy proceedings (curator)with respect to a
pledgor may (i) require the holder of any security right granted by
that pledgor to enforce that security right within a reasonable
period and if the holder of the security right fails to do so, the
liquidator may demand the surrender of and sell the relevant
collateral, without prejudice to the security holders rights to the
sale proceeds, subject to a pro rata contribution to the costs made
by the liquidator for the purpose of completion of the bankruptcy
proceedings, or (ii) cause the release of the relevant collateral
against payment of the secured obligations and the enforcement
expenses of the holder of the security right, if any.d. The opinions expressed in paragraph 9 may be limited or affected
by any prior attachments levied on, or any prior limited rights
(beperkte rechten)created over, the Collateral and the Future
Collateral.e. With respect to the opinions expressed in paragraph 9 relating to
the pledges on shares purported to be created by the Deeds of
Pledge of Shares the following should be noted:i. when foreclosing on a pledge on shares in a besloten
vennoolschap met beperkte aansprakelijkheid(private
company with limited liability) the share transfer restrictions
included in the articles of association of that company, and
the FSA will have to be observed; andii. although in our view a pledge on shares which are yet to be
acquired by a pledgor can be created in advance, there is no
statutory law or case law confirming this.




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##### 



ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 f. No opinion is expressed herein on the priority of pledges created or
to be created under the Deeds of Pledge of Shares. We note that no
registers exist in the Netherlands from which such information can
be conclusively obtained;M.
    
    With respect to any trust created under the Opinion Documents it should be
noted that the concept of a trust does not exist under Netherlands law. The
Netherlands have, however, ratified the Hague Trust Convention and,
consequently, it is to be expected that such trust shall be recognized by the
Netherlands courts in accordance with and subject to the limitations of the
Hague Trust Convention, provided that (i) such trust is a trust within the
meaning of Article 2 of the Hague Trust Convention and is otherwise in
accordance with the requirements for recognition of trusts under such treaty,
(ii) such trust is validly created and existing under the law of the state under
which it is purportedly created, and (iii) the court requested to recognise
such trust does not find that the elements of such trust have a closer
connection with a jurisdiction in which the concept of a trust does not exist.
With respect to any provision pursuant to which any of the Netherlands
Companies shall hold monies on trust, it should be noted that any monies
held by any of the Netherlands Companies pursuant to any such provision
will form part of the relevant Netherlands Companys estate and may
therefore be the subject of recourse action by any creditor of the relevant
Netherlands Company.




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ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 EXHIBIT A
LIST OF
DEFINITIONS
 Articles of Association
    
    a.
    
    in relation to Endeavour Energy Netherlands B. V its articles of
association as they read after the
execution of a deed of amendment dated 26 July 2010, which, according to the relevant
Extract, was the last amendment to this Netherlands Companys articles of association; andb.
    
    in relation to Endeavour International
Holding B.V., its articles of association
as they read after the execution of a eed
of amendment dated 26 July 2010,
which, according to the relevant Extract, was the last amendment to this
Netherlands Companys articles of
association.Bankruptcy Clerks Office
    
    (i)
    
    the online central insolvency register
(Centraal Insolventie Register)held by
the Council for the Administration of
Justice (Raad voor de Rechtspraak);(ii)
    
    the online EU Insolvency Register
(Centraal lnsolventie Register-EU
Registraties)held by the Council for the
Administration of Justice (Raad voor de
Rechtspraak);and(iii)
    
    the Amsterdam court bankruptcy clerks officeBankruptcy Code
    
    the Netherlands Bankruptcy Code (Faillissementswet)Collateral
    
    the Shares as defined in the Deeds of Pledge of SharesCommercial Register
    
    the Amsterdam Chamber of Commerce Commercial Register (handelsregister gehouden




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ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 has the meaning ascribed thereto in the has theCorporate Documents
    
    meaning ascribed thereto in the GuarantyCredit Agreement
    
    a.
    
    In relation to Endeavour Energy Netherlands BV., its deed of incorporation (akte van
oprichting),dated 27 June 2005; andDeeds of Incorporation
    
    b.
    
    in relation to Endeavour International Holding BV., its deed of incorporation (akte van
oprichting),dated 27 June 2005Deeds of Pledge of Shares
    
    the documents referred to under B.I and B.2 in Exhibit BExhibit
    
    an exhibit to this opinion letterExtract
    
    in relation to each Netherlands Company, an extract from the relevant Commercial Register, dated
the date of this opinion letter with respect to each such Netherlands CompanyForeign Finance Documents
    
    The documents referred to under A in Exhibit BFSA
    
    the Netherlands Financial Supervision Act (Wet op hetjinancieeJ toezicht)Future Collateral
    
    any Collateral purported to be pledged by the
Deeds of Pledge of Shares which will be acquired by the relevant pledgor on a future date
(toekomstige goederen)after the Relevant
Moment in relation to such deedsGuaranty
    
    a New York law guaranty agreement, dated 16
August, between the Netherlands Companies,
Cyan Partners, LP and the other parties named as a party in that agreementNCC
    
    the Netherlands Civil Code (Burger/ijkdoor de Kamer van Koophandel en Fabrieken)




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ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 Wetboek)NCCP
    
    the Netherlands Code of Civil Procedure (Wethoek van Burgerlijke Rechtsvordering)the Netherlands
    
    the Kingdom of the Netherlands, excluding Aruba and the Netherlands AntillesNetherlands Companies
    
    Endeavour Energy Netherlands B. V. and Endeavour International Holding B. V.Opinion Documents
    
    the documents listed in Exhibit BParallel Debt
    
    has the meaning ascribed thereto in the Deeds of Pledge of SharesPledgee
    
    Cyan Partners, LP, a lintited partnership organised and existing under the laws of the State of Delaware, United States of America, having
its registered office at 399 Park A venue, New York, NY, United States of America 10022Power of Attorney
    
    the Share Pledge Powers of Attorney and the Resolutions Powers of Attorney togetherRelevant Moment
    
    the moment of:i.
    
    in relation to the Deeds of Pledge of Shares, the execution (passeren)of that deed by a competent civil-law notary;ii.
    
    in relation to Future Collateral, after the moment referred to under (i) above at which moment the relevant Pledgor acquires that Future Collateral.Resolutions
    
    in relation to each Netherlands Company, the document or documents containing the resolutions of
its managing board (bestuur),dated 30 July 2010 and the resolutions of its general meeting of
shareholders (algemene vergadering van aandeelhouders),dated 29 July 2010




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ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 Resolutions Powers of Attorney
    
    the Shareholders Register relating to each of the Netherlands Companies the shares of which are pledged under the relevant Deeds of Pledge of SharesSecured ObligationsSecurity AgreementShare Pledge Powers of AttorneyShareholders Registerthe powers of attorney and the appointments contained
in the Resolutions in respect of the entering
into the transactions contemplated by the
Opinion Documentsthe Secured Obligations as defined in each
of the Deeds of Pledge of Sharesa New York law governed security agreement,
dated 16 August 2010 between, amongst others, Cyan
Partners, LP, as Collateral Agent and
the Netherlands Companiesthe powers of attorney granted by the
Netherlands Companies in respect of entering
into the relevant Deeds of Pledge of Shares




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ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 EXHIBIT B
LIST OF
OPINION DOCUMENTS
 A. FOREIGN FINANCE DOCUMENTS
 1.
    
    a copy of the signed Guaranty.2.
    
    a copy of the signed Security Agreement.
 B. DEEDS OF PLEDGE OF SHARES
 1.
    
    a copy of the executed deed of pledge of shares in the capital of Endeavour Energy
Netherlands B.V.2.
    
    a copy of the executed deed of pledge of shares in the capital of Endeavour International
Holding B.V.




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ATIQRNEYS , CIVIL LAW NOTARIES · TAX ADVISERS
    
    NautaDutilh
  
 EXHIBIT C
LIST OF
CORPORATE DOCUMENTS
 1.
    
    a copy of each Deed of Incorporation;2.
    
    a copy of the Articles of Association;3.
    
    a copy of each Extract;4.
    
    a copy of the Resolutions;5.
    
    a copy of each Power of Attorney; and6.
    
    a copy of each Shareholders Register.




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White & Case llp
    
    Tel +44 (0)20 7532 10005 Old Broad Street
    
    Fax +44 (0)20 7532 1001London EC2N 10W
    
    www.whitecase.com
  Agent Collateral Agent
  1.
    
    We have acted as English legal advisers to the Agent and the Collateral Agent
in connection with:
 (a)
    
    a credit agreement (the Credit Agreement) dated as of the date of this
opinion between Endeavour Energy UK Limited as borrower (the Borrower), Endeavour
International Corporation as holdings (Holdings) and Cyan Partners, LP as sole
arranger, sole book runner, administrative agent and collateral agent and certain
financial and other institutions as lenders;(b)
    
    a debenture dated as of the date of this opinion between the Borrower and the
Collateral Agent (the EEUK Debenture);(c)
    
    a share charge dated as of the date of this opinion between the Borrower and
the Collateral Agent in respect of the shares held by the Borrower in Endeavour
North Sea Limited (the EEUK Share Charge); and(d)
    
    a share charge dated as of the date of this opinion between Endeavour Energy
North Sea L.P. (EENS LP) and the Collateral Agent in respect of the shares held
by EENS LP in the Borrower (the EENS Share Charge and together with the EEUK
Share Charge the Share Charges).
 2.
    
    Unless otherwise defined in this opinion, terms defined in the Credit Agreement
shall have the same meaning in this opinion.
 3.
    
    In this opinion:
 Companies Act
   1




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##### 



(b)
    
    English Finance Documents means the EEUK Debenture, EEUK Share Charge
and EENS Share Charge.(c)
    
    Finance Documents means the English Finance Documents and the Foreign
Finance Documents.(d)
    
    Foreign Finance Documents means:
 (i)
    
    the Credit Agreement;(ii)
    
    a bond and floating charge dated as of or about the date of this opinion granted
by the Borrower in favour of the Collateral Agent (the Bond and Floating
Charge);(iii)
    
    an assignation of security dated as of or about the date of this
opinion granted by the Borrower in favour of the Collateral Agent (the Assignation
of Security);(iv)
    
    a subordination agreement dated as of or about the date of this opinion
between the Borrower and Endeavour North Sea Limited in respect of the receivable held
by Endeavour North Sea Limited;(v)
    
    a subordination agreement dated as of or about the date of this opinion between
Endeavour International Holding RV. and the Borrower in respect of the receivable held by
Endeavour International Holding RV. (each subordination agreement described in paragraph
(iv) and (v), being a
Subordination Agreement and together, the
Subordination Agreements);(vi)
    
    notes dated as of or about the date of this opinion issued by the Borrower in
favour of:
 (A)
    
    Crescent 1, L.P.;(B)
    
    Cyr Fund, L.P.;(C)
    
    Cyrus Capital Partners, L.P.;(D)
    
    Cyrus Europe Fund, L.P.;(E)
    
    Cyrus Opportunities Fund II, L.P.;(F)
    
    Doder Trust Limited (as Trustee for The Bat Hanadiv Foundation No 3);(G)
    
    Doder Trust Limited (as Trustee for the lader Trust No 4);(H)
    
    Helios Corporate LLC;(I)
    
    MTP Energy Infrastructure Finance Master Fund Ltd;
 2




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(J)
    
    The Rothschild Foundation Europe; and(K)
    
    Triangle Peak Partners Private Equity, L.P.,
 Note Notes
 (e)
    
    Insolvency Act means the Insolvency Act 1986 (as amended).
 US Security Agreement inter alios,
 4.
    
    In giving this opinion we express no opinion as to the effect or requirements of any law other
than English law as it would be applied by an English court on the date of this opinion.5.
    
    For the purposes of this opinion we have examined copies of and relied upon the following
documents:
 (a)
    
    an executed copy of the Credit Agreement;(b)
    
    an executed copy of the EEUK Debenture;(c)
    
    an executed copy of each Share Charge;(d)
    
    an executed copy of the Bond and Floating Charge;(e)
    
    an executed copy of the Assignation of Security;(f)
    
    an executed copy of each Subordination Agreement;(g)
    
    an executed copy of each Note;(h)
    
    a certified copy of the Memorandum and Articles of Association of the Borrower;(i)
    
    a certified copy of the minutes of the meeting of the board of directors of the
Borrower held on 3 August 2010 at which a resolution was passed approving the transactions
contemplated by the Finance Documents and approving the terms and authorizing the execution
of each of the Finance Documents to which the Borrower is a party;(j)
    
    a certified copy of the written resolution of the shareholder of the Borrower passed
on 3 August 2010, inter alia,amending the Borrowers Articles of Association;(k)
    
    a certified copy of a power of attorney dated 3 August 2010 and authorizing J
Michael Kirksey and Catherine Stubbs to, inter alia,execute and
deliver the
 3




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English Finance Documents, the Assignation of Security and the Bond and Floating
Charge; and(1)
    
    with your consent and without independent verification of its contents, a
legal opinion of Vinson & Elkins LLP dated 16 August 2010 as to
matters relating to Delaware law (the Delaware Legal Opinion).
 6.
    
    The resolutions referred to in paragraphs (i) and G) of Clause 5 are referred
to in this opinion as the Resolutions.7.
    
    On 23 July 2010 we carried out a full search of the Companies House online database in
respect of each of EENS LP and the Borrower. At 09: 16 a.m. today we carried out a search of the
filing history page of the Companies House online database in respect of each of EENS LP and the
Borrower. At 10:00 a.m. today we made a telephone enquiry of the Central Index section for Company
Searches and Winding Up Petitions in relation to the Borrower. The searches and enquiries referred
to above revealed that no order, petition or resolution for winding up, no interim or [mal
administration order and no notice of the appointment of a receiver, administrative receiver or
administrator, had been filed at that time with respect to the Borrower. Our enquiries revealed
that EENS LP does not appear on the register maintained pursuant to the Overseas Companies
Regulations 2009.8.
    
    Except as referred to above we have not examined any other document or made any other search
or enquiry for the purposes of this opinion.9.
    
    On the assumptions set out in Appendix A and subject to the qualifications set out in
Appendix B, we are of the opinion that:
 (a)
    
    the Borrower is a company incorporated with limited liability under the laws
of England and Wales with the corporate power to enter into and perform its obligations
under the Finance Documents to which it is a party;(b)
    
    all corporate action required authorizing the Borrowers entry into and
performance of its obligations under the Finance Documents to which it is a party has been
duly taken;(c)
    
    the obligations expressed to be assumed by each of EENS LP and the
Borrower in the English Finance Documents to which it is a party constitute its valid,
legally binding and enforceable obligations;(d)
    
    there is no requirement under English law for the consent or authorization
of, or the filing, recording or enrolment of any documents with any court or other
authority in England and Wales to be obtained or made in order to ensure the legality,
validity, enforceability or admissibility in evidence of the English Finance Documents;
 4




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(e)
    
    no stamp duty or similar tax is payable in the United Kingdom in respect of the
execution or delivery of the English Finance Documents; and(f)
    
    the English Finance Documents are effective to create valid security
interests in favour of the Collateral Agent.
 Addressee
  White & Case LLP
 5




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1.
    
    The Delaware Legal Opinion is correct in all respects and nothing is omitted from
the Delaware Legal Opinion which would cause us to alter or omit anything contained in this
opinion.2.
    
    EENS LP is (and, on the date of its execution of the English Finance Documents to which it is
a party, was) duly incorporated, validly subsisting and (where the concept has a legal meaning) in
good standing under the laws of its jurisdiction of incorporation or organization.3.
    
    EENS LP has (and, on the date of its execution of the English Finance Documents, had) the
capacity and corporate or other power and authority to execute and deliver, and perform
its obligations and exercise its rights under, the English Finance Documents to which it is a
party.4.
    
    EENS LP has (a) validly authorized the execution and delivery of, and performance of its
obligations under, each of the English Finance Documents to which it is a party and the
transactions and matters contemplated thereby, (b) validly executed (where applicable, as a deed)
and unconditionally delivered each such English Finance Document, and (c) not violated and
will not violate, by virtue of its execution, delivery or performance of such English Finance
Documents, its constitutional documents.5.
    
    No law of any jurisdiction other than England and Wales would render the execution and
delivery of the English Finance Documents by any party thereto, the performance of its obligations
thereunder or the consummation of the transactions contemplated thereby, illegal or ineffective,
and insofar as any obligation under the English Finance Documents is to be performed or enforced
in, or is otherwise subject to the laws of, any jurisdiction other than England and Wales, their
performance or enforcement will not be illegal or ineffective by virtue of the laws of that
jurisdiction; and none of the opinions expressed herein would be affected by any such law
(including public policy).6.
    
    All steps (including, without limitation, the obtaining of the necessary consents, licenses,
approvals and authorizations, the making of the necessary filings, registrations and
notifications and the payment of any stamp duties or documentary taxes) required under
the laws of any jurisdiction other than England and Wales as may be applicable to the parties to
any of the English Finance Documents or to their performance or enforcement in any such
jurisdiction, have been duly obtained, carried out or complied with (as applicable) by the relevant
parties.7.
    
    All signatures, stamps and seals are genuine, all documents submitted to us as originals are
authentic and complete and all deeds and counterparts were executed in single physical
form.8.
    
    All documents or extracts of documents submitted to us as copies or received by
facsimile transmissions or in other electronic forms conform to the originals and that
the original documents of which such copies or facsimiles or in other electronic forms have been
supplied to us were authentic and complete.
 6




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9.
    
    Any document examined by us in an unexecuted form will be or has been executed in the same
form and that no amendments (whether oral, in writing or by conduct of the parties) have been made
to any of the documents since they were examined by us.10.
    
    Neither the Borrower nor EENS LP has passed a resolution for its voluntary winding up, no
petition has been presented or order made by a court for the winding-up, dissolution or
administration of the Borrower or EENS LP and no receiver, trustee, administrator or similar
officer has been appointed in relation to the Borrower or EENS LP or any of their respective
assets.11.
    
    The Resolutions were duly passed at properly convened and conducted board and
shareholder meetings (as the case may be) and are in full force and effect and all
statements of fact therein are true and accurate and all opinions therein are made
following careful consideration and are based on reasonable grounds.12.
    
    Each of the parties to the English Finance Documents, other than the Borrower, has duly
executed and delivered the English Finance Documents to which it is a party and has
thereby assumed valid, legally binding and enforceable obligations.13.
    
    The English Finance Documents constitute the entire agreement between the parties
thereto and there are no other arrangements between any of the parties to the English Finance
Documents which modify or supersede any of the terms of the English Finance Documents.14.
    
    In granting to the Collateral Agent a charge over its assets, each of EENS LP and
the Borrower is able to dispose of its assets with full title guarantee in accordance with the
provisions of the Law of Property (Miscellaneous Provisions) Act 1994 as varied by the terms of the
relevant English Finance Documents.15.
    
    With respect to each security interest created by the English Finance Documents over the
relevant property of each of EENS LP and the Borrower, neither the Collateral Agent nor the other
Secured Creditors (under and as defined therein) had notice at the time such security interest was
created of (a) the existence of or any option to acquire any other security interest over such
property or (b) any prohibition or restriction relating to the transfer, assignment or
execution of such security interest by EENS LP or the Borrower of the relevant English
Finance Document or the creation under the relevant English Finance Documents of security interests
over such property.16.
    
    There are no matters capable of being disclosed by a search or enquiry of the Central Index
section for Company Searches and Winding Up Petitions or at the relevant Companies Registry which
have not been disclosed by the searches and enquiries referred to in this opinion and the
information provided to us in response to those searches and enquiries was accurate and
complete  such  a search or enquiry cannot conclusively disclose whether or not an order,
petition or resolution for winding up, an interim or final administration order or a notice
of the appointment of a receiver, administrative receiver or administrator has been made.17.
    
    The Borrower has its centre of main interests (as such term is described in Article 3(1) of
Council Regulation (EC) No. 1346/2000 of 29 May 2000 on Insolvency Proceedings), in England and
Wales.
 7




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18.
    
    The property and assets expressed to be assigned or charged by the English Finance
Documents are capable of being assigned or charged, each of EENS LP and the Borrower is entitled to
and has all requisite capacity, authority and power to assign, charge or otherwise encumber such
property and assets and all matters have been complied with under all relevant laws (other than
English law) as may be necessary in relation to the creation of the security expressed to be
created by the English Finance Documents, its perfection and enforceability, including the delivery
of notices of charge and assignment in the form set out in the relevant English Finance Document.19.
    
    EENS LP does not have a UK establishment within the meaning of the Overseas
Companies Regulations 2009.
 8




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APPENDIX B
 1.
    
    The term enforceable as used in this opinion means that obligations assumed by each of EENS
LP and the Borrower under the English Finance Documents are of the type which English courts
enforce and not that those obligations will necessarily be enforced by an English court.
 2.
    
    The enforceability of the English Finance Documents and the rights and obligations of the
parties thereto may be affected by the law relating to bankruptcy, insolvency, liquidation,
administration, reorganization, reconstruction or otherwise affecting creditors rights
generally. For example, enforcement of security interests under the English Finance Documents
may be limited by the operation of Sections 238 (transactions at an undervalue), 239
(preferences), 245 (avoidance of certain floating charges) and 423 to 425 (transactions
defrauding creditors) of the Insolvency Act.
 3.
    
    The manner and extent to which the English Finance Documents are enforceable may be affected
by the way in which the English courts exercise their inherent discretion. For example:
 (a)
    
    equitable remedies, such as an order for specific performance or the issue of an injunction,
are available at the discretion of the court and may not be granted where the court is of the
view that damages would be an adequate alternative;(b)
    
    the enforcement of an indemnity for the costs of litigation, such as that contained in Clause
11.2 (Indemnity)of the EEUK Debenture and Clause 8.2 (Indemnity)of the Share Charges is
subject to the discretion of the court as to whether and to what extent a party to proceedings
should be compensated for such costs;(c)
    
    English courts have been prepared to render judgments for a monetary amount in foreign
currencies but such a judgment may be converted into sterling for enforcement purposes -there
is no authority as to whether or not an English court would enforce the currency indemnity
contained in Clause 11.19 (Judgment Currency)of the Credit Agreement (incorporated under
Clause 1.7(a) (Incorporation)of the EEUK Debenture, Clause 1.8(a) (Incorporation)of the EEUK
Share Charge and 1.9(a) (Incorporation)of the EENS LPShare Charge);(d)
    
    the enforcement of a provision such as Clause 23 (Partial Invalidity)of the EEUK Debenture
and Clause 19 (Partial Invalidity)of the Share Charges which provides that an illegal,
invalid or unenforceable term may be severed from the other provisions of the EEUK Debenture
or Share Charge (as applicable) without affecting the enforceability of those other
provisions, is a matter for the discretion of the court and depends on the nature of the
illegality, invalidity or unenforceability in question;(e)
    
    any disposition of a companys property (which may include the grant of security) made after
the presentation of a winding-up petition against the company will be void unless the court
orders otherwise; and
 9




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##### 



(f)
    
    provisions which purport to give a right to foreclose to a person in whose favour a security
interest is created may not be enforceable without the prior approval of the court.
 4.
    
    The manner and extent to which the English Finance Documents are enforceable may be affected
by principles of English law preventing the enforcement of certain terms. For example:
 (a)
    
    the indemnity contained in Clause 11.2 (Indemnity)of the EEUK Debenture and Clause 8.2
(Indemnity)of the Share Charges may be void under Section 117 of the Stamp Act 1891 in
respect of stamp duties payable in the United Kingdom; and(b)
    
    where obligations are to be performed in a jurisdiction outside England, such obligations may
not be enforceable under English law if their performance would be illegal or contrary to
public policy under the laws of that jurisdiction.
 5.
    
    The manner and extent to which the English Finance Documents are enforceable may be affected
by the implication of contractual terms by the English courts or by an arbitral tribunal
applying English law. For example:
 (a)
    
    a person who is vested with a discretion may be required to exercise that discretion honestly
and in good faith for the purposes for which it was conferred and not capriciously,
arbitrarily or unreasonably; and(b)
    
    any provision in the English Finance Documents stating that an Opinion, calculation or
certification is to be conclusive and binding may be subject to the requirement that such
opinion, calculation or certification is made or given honestly, reasonably and in good faith.
 6.
    
    The manner and extent to which the English Finance Documents are enforceable may be affected
by provisions of English law applicable to the vitiation, modification or discharge of
contracts. For example:
 (a)
    
    enforcement of the English Finance Documents may be limited by the provisions of English law
applicable to contracts which are held to have been frustrated by events happening after their
execution; and(b)
    
    it is likely that an English court or an arbitral tribunal applying English law would hold
that a judgment on an English Finance Document, given in an English court or elsewhere,
supersedes the terms of such English Finance Document; and(c)
    
    notwithstanding a provision such as Clause 11.12 (Amendment or Waiver, etc)of the
Credit Agreement (incorporated under Clause 1.7(a) (Incorporation)of the EEUK Debenture,
Clause 1.8(a) (Incorporation)of the EEUK Share Charge and 1.9(a) (Incorporation)of the EENS
LP Share Charge) any term of an agreement may be varied, amended or discharged by the parties
thereto by a further agreement which may be effected orally, in writing or by a course of
dealing.
 10




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##### 



7.
    
    Claims under the English Finance Documents may become subject to a defense of set-off or
satisfaction of a counterclaim or become time barred under applicable limitation acts.
 8.
    
    Rights under the English Finance Documents may be held to have been suspended, impaired or
waived by representation, conduct or delay.
 9.
    
    Unless the prescribed particulars of the registrable charges created by the English Finance
Documents (other than the EENS Share Charge), together with a signed copy of the relevant
English Finance Document, are delivered for registration under Section 860 of the Companies
Act within the time period specified in Section 870 of the Companies Act, such charges will be
void as against a liquidator, administrator or creditor of the Borrower.
 10.
    
    The encumbrances created by the Borrower over the petroleum production licenses set out in
Schedule 2 of the EEUK Debenture are subject to the requirements of the Open Permission
(Creation of Security Rights over Licenses) granted by the Secretary of State for Trade and
Industry (the Secretary ofState) on 19 March 2004 which requires among other
things, notice to be given to the Secretary of State of such encumbrances.
 11.
    
    We do not express any opinion as to the priority of any of the security interests created by
the English Finance Documents, as to whether the property or rights comprised in such security
are or may become subject to any equities or subject to any rights or interests of any person
ranking now or in the future in priority to such security or as to whether such property or
rights could be transferred to any other person free of such security.
 12.
    
    The fact that the parties have chosen English law as the governing law of the English Finance
Documents may not, where other elements relevant to any transactions governed by the English
Finance Documents are at the time of the choice connected with another country, prejudice the
application by the English courts of the rules of the law of that country which cannot be
derogated from by contract.
 13.
    
    We do not express any opinion as to the efficacy of the English Finance Documents in relation
to any assets which may be situated outside England and Wales.
 14.
    
    Certain of the charges which are expressed to be created in the English Finance Documents as
fixed charges may in fact take effect as floating charges if their effect is that EENS LP or
the Borrower (as applicable) is free to deal with the charged property in the course of its
business without the consent of the chargee.
 15.
    
    We express no opinion on the binding effect of the choice of law provisions in the English
Finance Documents in so far as they relate to non-contractual obligations arising out of or in
connection with the English Finance Documents.
 16.
    
    The ability to appoint an administrator pursuant to the terms of the EEUK Debenture is
dependent on whether the whole or substantially the whole of the assets of the Borrower are
subject to the security contained in the EEUK Debenture. If at the date the issue arises any
assets (including but not limited to the four gas sales agreements
 11




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##### 



specifically excluded from security created under the EEUK Debenture) are excluded from the EEUK
Debenture which represent a significant proportion of the Borrowers assets, this may adversely
affect the power of the Collateral Agent to appoint an administrator. We note that there is no
English case law which gives any guidance on what constitutes substantially the whole of the
companys assets and it is a mixed question of fact and law to be determined at the time of any
proposed administrators appointment.
 12




---



##### 



EXHIBIT D-1
 FORM OF OFFICERS CERTIFICATE
 [ ] [ ] [ ] [ ] [ ]
[ [ ]] Company
 , [ ] [ ] [ ] Credit Agreement
  [ ] [ ] [ ]
 [ ] [ [ ] [ ]
 [ ] [ ] [ ] [ ]
 [ ]
 [ ][ ]




---



##### 



[ [ ]
 [ ][ ]




---



##### 



[NAME OF CREDIT PARTY]By:Name:Title:




---



##### 



[ ]
 [ ] [ ] [ ] [ ]
 [ [ ] [ ][ ] ] 1
  [NAME OF CREDIT PARTY]By:Name:Title:
 
 1
    
    Include if the Officer signing the Officers Certificate is also listed in the incumbency.




---



##### 



ANNEX A
 Name2
    
    Office
    
    Signature
 
 2
    
    Include name, office and signature of each
officer who will sign any Credit Document on behalf of the Company, including
the officer who will sign the certification at the end of this Certificate or
related documentation.




---



##### 



Exhibit D-2
 To Credit Agreement
 OFFICERS CERTIFICATE
 Company
 , Credit Agreement




---



##### 



Relevant Documents




---



##### 



ENDEAVOUR ENERGY UK LIMITEDBy:Name:
    Robert FitzpatrickTitle:
    Director




---



##### 



ENDEAVOUR ENERGY UK LIMITEDBy:Name:
    James William MunnsTitle:
    Director




---



##### 



Name
    
    Office
    
    SignatureJames William Munns
    
    DirectorRobert Fitzpatrick
    
    DirectorMike Kirksey
    
    Authorised Signatory




---



##### 



Certificate of Incorporation and any Certificate of Incorporation on Change of Name




---



##### 



Memorandum and Articles of Association




---



##### 



Board resolution




---



##### 



Shareholder resolution




---



##### 



Power of Attorney




---



##### 



EXHIBIT D-3
 OFFICERS CERTIFICATE
 ENDEAVOUR ENERGY NETHERLANDS B.V.
 statutair bestuurder besloten vennoostchap met beperkte
aansprakelijkheid Handelsregister Kamer van Koophandel en Fabrieken Company bestuurder
 inter alia Credit Agreement
   Handelsregister Kamer van
Koophandel en Fabrieken
 Handelsregister Kamer van Koophandel en Fabrieken
 bestuur bestuur




---



##### 



algemene vergadering van aandeelhouders algemene vergadering van aandeelhouders
 Handelsregister Kamer van Koophandel en Fabrieken
    Relevant Documents




---



##### 



ENDEAVOUR ENERGY NETHERLANDS B.V.By:Name:
    J.M. KirkseyTitle:
    managing director A




---



##### 



statutair bestuurder
 statutair
bestuurder
   ENDEAVOUR ENERGY NETHERLANDS B.V.By:Name:
    F.J.C. LucassenTitle:
    managing director B




---



##### 



Name
    
    Office
    
    SignatureMr. Franciscus Jacobus 
Joannes Lucassen
    
    Managing director BMr. Jerrel Michael Kirksey
    
    Managing director A




---



##### 



Exhibit E
 SUBSIDIARIES GUARANTY
 Guaranty Guarantor Guarantors Administrative Agent
 W I T N E S S E T H
 Holdings Borrower Lenders Credit Agreement Lender
Creditors
 Secured Hedging Agreement
 Secured Reimbursement Agreement Secured Creditors




---



##### 



Corresponding Obligations
 Parallel Debt
  GUARANTY
  2




---



##### 



Credit Document Obligations
 Secured
Hedge Obligations
 Secured Reimbursement Obligations Other Obligations Guaranteed Obligations
 3




---



##### 



Other Obligations Cap
 Guaranteed Party provided
  PARALLEL DEBT
 Parallel Debt
 
 4




---



##### 



LIABILITY OF GUARANTORS ABSOLUTE
 5




---



##### 



OBLIGATIONS OF GUARANTORS INDEPENDENT
 WAIVERS BY GUARANTORS
  6




---



##### 



7




---



##### 



RIGHTS OF SECURED CREDITORS
       8




---



##### 



CONTINUING GUARANTY Secured Debt
Agreements
 9




---



##### 



SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS provided
 GUARANTY ENFORCEABLE BY ADMINISTRATIVE AGENT OR COLLATERAL AGENT
 10




---



##### 



REPRESENTATIONS, WARRANTIES AND COVENANTS OF GUARANTORS
     11




---



##### 



EXPENSES
 BENEFIT AND BINDING EFFECT
 AMENDMENTS; WAIVERS
 12




---



##### 



SET OFF
 NOTICE
 REINSTATEMENT
 13




---



##### 



CONSENT TO JURISDICTION; SERVICE OF PROCESS; AND WAIVER OF TRIAL BY JURY.
  14




---



##### 



RELEASE OF LIABILITY OF GUARANTOR UPON SALE OR DISSOLUTION
 CONTRIBUTION Relevant Payment Aggregate Excess Amount Aggregate Deficit Amount provided
 15




---



##### 



Contribution
Percentage Adjusted Net Worth Net Worth Subordinated Indebtedness
 LIMITATION ON GUARANTEED OBLIGATIONS
 COUNTERPARTS
 16




---



##### 



PAYMENTS
 ADDITIONAL GUARANTORS
 HEADINGS DESCRIPTIVE
 JUDGMENT CURRENCY
 * * *
 17




---



##### 



ENDEAVOUR OPERATING CORPORATION,    as a GuarantorBy:Name:Title:ENDEAVOUR INTERNATIONAL HOLDING
B.V., with its corporate seat in Amsterdam, the Netherlands    as a GuarantorBy:Name:Title:ENDEAVOUR ENERGY NETHERLANDS B.V.,
with its corporate seat in Amsterdam, the Netherlands    as a GuarantorBy:Name:Title:ENDEAVOUR ENERGY NORTH SEA L.P.,    as a GuarantorBy:Name:Title: 18




---



##### 



ENDEAVOUR ENERGY NORTH SEA LLC,    as a GuarantorBy:Name:Title:END MANAGEMENT COMPANY    as a GuarantorBy:Name:Title:END ENERGY NEW VENTURES INC.    as a GuarantorBy:Name:Title: Accepted and Agreed to:
CYAN PARTNERS, LP, as Administrative Agent and Collateral AgentBy:Name:Title: 19




---



##### 



1. GUARANTY
    
    
    22. PARALLEL DEBT
    
    
    43. LIABILITY OF GUARANTORS ABSOLUTE
    
    
    54. OBLIGATIONS OF GUARANTORS INDEPENDENT
    
    
    65. WAIVERS BY GUARANTORS
    
    
    66. RIGHTS OF SECURED CREDITORS
    
    
    87. CONTINUING GUARANTY
    
    
    98. SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS
    
    
    109. GUARANTY ENFORCEABLE BY ADMINISTRATIVE AGENT OR COLLATERAL AGENT
    
    
    1010. REPRESENTATIONS, WARRANTIES AND COVENANTS OF GUARANTORS
    
    
    1111. EXPENSES
    
    
    1212. BENEFIT AND BINDING EFFECT
    
    
    1213. AMENDMENTS; WAIVERS
    
    
    1214. SET OFF
    
    
    1315. NOTICE
    
    
    1316. REINSTATEMENT
    
    
    1317. CONSENT TO JURISDICTION; SERVICE OF PROCESS; AND WAIVER OF TRIAL BY JURY
    
    
    1418. RELEASE OF LIABILITY OF GUARANTOR UPON SALE OR DISSOLUTION
    
    
    1519. CONTRIBUTION
    
    
    1520. LIMITATION ON GUARANTEED OBLIGATIONS
    
    
    1621. COUNTERPARTS
    
    
    1622. PAYMENTS
    
    
    1723. ADDITIONAL GUARANTORS
    
    
    1724. HEADINGS DESCRIPTIVE
    
    
    1725. JUDGMENT CURRENCY
    
    
    17




---



##### 



Exhibit F-1




---



##### 



Table of Contents
 PageSection 1. Grant of Security
    
    
    2Section 2. Security for Obligations
    
    
    7Section 3. Grantors Remain Liable
    
    
    8Section 4. Delivery and Control of Security Collateral
    
    
    9Section 5. Maintaining the Account Collateral
    
    
    9Section 6. Representations and Warranties
    
    
    10Section 7. Further Assurances
    
    
    12Section 8. Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related
Contracts
    
    
    13Section 9. As to Intellectual Property Collateral
    
    
    14Section 10. Voting Rights; Dividends; Etc.
    
    
    16Section 11. As to the Assigned Agreements
    
    
    18Section 12. As to Letter-of-Credit Rights
    
    
    18Section 13. Commercial Tort Claims
    
    
    18Section 14. Transfers and Other Liens; Additional Shares
    
    
    18Section 15. Collateral Agent Appointed Attorney in Fact
    
    
    18Section 16. Collateral Agent May Perform
    
    
    19Section 17. The Collateral Agents Duties
    
    
    19Section 18. Remedies
    
    
    20Section 19. Indemnity and Expenses
    
    
    22Section 20. Amendments; Waivers; Additional Grantors; Etc.
    
    
    23Section 21. Notices, Etc.
    
    
    23Section 22. Continuing Security Interest; Assignments under the Credit Agreements
    
    
    24Section 23. Release; Termination
    
    
    24Section 24. Security Interest Absolute
    
    
    25Section 25. Execution in Counterparts
    
    
    26Section 26. Governing Law
    
    
    26
 SCHEDULESSchedule I
    
    
    
    Investment PropertySchedule II
    
    
    
    Pledged AccountsSchedule III
    
    
    
    [Reserved]Schedule IV
    
    
    
    Intellectual PropertySchedule V
    
    
    
    Commercial Tort ClaimsSchedule VI
    
    
    
    Location, Chief Executive Office, Type of Organization, Jurisdiction ofOrganization and Organizational Identification NumberSchedule VII
    
    
    
    Changes in Name, Location, Etc.Schedule VIII
    
    
    
    Locations of Equipment and Inventory
 EXHIBITSExhibit A
    
    
    
    Form of Consent and AgreementExhibit B
    
    
    
    Form of Intellectual Property Security Agreement
 (i)




---



##### 



Table of Contents
 PageExhibit C
    
    -
    
    Form of Intellectual Property Security Agreement SupplementExhibit D
    
    -
    
    Form of Security Agreement Supplement
 (ii)




---



##### 



U.S. SECURITY AGREEMENT
 Agreement Grantors Collateral Agent
 PRELIMINARY STATEMENTS
 Lenders Credit Agreement Lender Creditors
 Secured Hedging Agreement
 Secured Reimbursement Agreement Secured
Creditors
  Initial Pledged Equity Schedule I
 Pledged Deposit Accounts Schedule II




---



##### 



Secured Debt Agreements
 UCC provided UCC
  Grant of Security Collateral
 Equipment
 Inventory
  -2-




---



##### 



Receivables Related Contracts
 Security Collateral
  Pledged Equity
 Pledged Debt
  -3-




---



##### 



Assigned Agreements Agreement Collateral
 Account Collateral
    Intellectual Property Collateral
 Patents
 provided Trademarks
 -4-




---



##### 



Copyrights
 Computer Software
 Trade Secrets
 Schedule IV
  Schedule IV IP
Agreements
    -5-




---



##### 



Schedule V Section 13 Commercial Tort Claims
Collateral
   Section 1
 provided
 -6-




---



##### 



Excluded Property
 Security for Obligations Secured Obligations
    -7-




---



##### 



Section 19
    Section 2 Secured Third Party Credit Obligations Secured Third Party Credit Obligations Cap
 Grantors Remain Liable
 -8-




---



##### 



Delivery and Control of Security Collateral
 Uncertificated
Security Control Agreement
 Securities Account Control Agreement Securities/Deposit Account Control Agreement
 Section 10(a)
  Maintaining the Account Collateral
 Pledged Account Bank
 -9-




---



##### 



Deposit Account Control Agreement provided however
 Obligor provided however
  provided
 Representations and Warranties
 Schedule VI Schedule IV Schedule VI Schedule VII
  Schedule VIII
 -10-




---



##### 



Section 8(a)
    Schedule
I Schedule I
 Schedule II Section 5
 provided
 -11-




---



##### 



Section 4 provided
  Further Assurances
 -12-




---



##### 



provided,
 Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related
Contracts Schedule VI Schedule VI
 -13-




---



##### 



provided however Section 18(b) (ii)
 As to Intellectual Property Collateral
  -14-




---



##### 



Section 1(g)
 -15-




---



##### 



After-Acquired Intellectual
Property Exhibit B Intellectual Property Security Agreement
 Exhibit C IP Security Agreement Supplement
 Voting Rights; Dividends; Etc.
 provided however
  -16-




---



##### 



provided however
       Section 10(a)(i) Section 10(a)(ii)
 Section 10(b)
 -17-




---



##### 



As to the Assigned Agreements
  Section 18(b)
 As to Letter-of-Credit Rights
 Commercial Tort Claims
 Transfers and Other Liens; Additional Shares
  Collateral Agent Appointed Attorney in Fact
 -18-




---



##### 



Collateral Agent May Perform Section 19
 The Collateral Agents Duties
 Subagent
 -19-




---



##### 



provided however
 Remedies
    -20-




---



##### 



Section 18
 Securities Act
 -21-




---



##### 



Section 18
  Indemnity and Expenses Indemnified Party
 -22-




---



##### 



Amendments; Waivers; Additional Grantors; Etc.
 Required Secured Creditors Section 2(a) Section 2(a)
 Exhibit D Security Agreement
Supplement Additional Grantor
 Notices, Etc.
 -23-




---



##### 



Continuing Security Interest; Assignments under the Credit Agreements Section 11.04
 Release; Termination provided however
  -24-




---



##### 



Security Interest Absolute
        -25-




---



##### 



Execution in Counterparts
 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial
  -26-




---



##### 



-27-




---



##### 



ENDEAVOUR INTERNATIONAL CORPORATIONBy:Name:Title:




---



##### 



ENDEAVOUR OPERATING CORPORATIONBy:Name:Title:




---



##### 



ENDEAVOUR ENERGY NORTH SEA LLCBy:Name:Title:




---



##### 



ENDEAVOUR ENERGY NORTH SEA, L.P.By:
    Endeavour Energy North Sea LLC, itsgeneral partnerBy:Name:Title:




---



##### 



ENDEAVOUR ENERGY NEW VENTURES INC.By:Name:Title:




---



##### 



END MANAGEMENT COMPANYBy:Name:Title:




---



##### 



ENDEAVOUR INTERNATIONAL HOLDING
B.V., with its corporate seat in Amsterdam, the
NetherlandsBy:Name:Title: -34-




---



##### 



ENDEAVOUR ENERGY NETHERLANDS
B.V., with its corporate seat in Amsterdam, the
NetherlandsBy:Name:Title: -35-




---



##### 



Acknowledged and agreed as of the date hereof:
CYAN PARTNERS, LPBy:Name:Title:




---



##### 



SCHEDULE I
 INVESTMENT PROPERTY
   Class of Equity
    
    Par
    
    Number of
    
    Certificate

    
    Percentage ofGrantor
    
    Issuer
    
    Interest
    
    Value
    
    Shares
    
    Number
    
    outstanding sharesEndeavour 
International 
Corporation
    
    Endeavour Operating
Corporation
    
    Common
    
    $
    0.001
    
    
    
    100
    
    
    
    2
    
    
    
    100Endeavour Operating 
Corporation
    
    Endeavour Energy
New Ventures Inc.
    
    Common
    
    $
    0.01
    
    
    
    1,000
    
    
    
    1
    
    
    
    100Endeavour Operating 
Corporation
    
    END Management
Company
    
    Common
    
    $
    0.01
    
    
    
    1,000
    
    
    
    1
    
    
    
    100Endeavour Energy 
North Sea LLC
    
    Endeavour Energy
North Sea, L.P.
    
    General Partnership
Interest
    
    
    N/A
    
    
    
    N/A
    
    
    Un-certificated
    
    
    0.1Endeavour
International
Holding B.V.
    
    Endeavour Energy
North Sea, L.P.
    
    Limited Partnership
Interest
    
    
    N/A
    
    
    
    N/A
    
    
    Un-certificated
    
    
    99.9Endeavour Energy
Netherlands B.V.
    
    Endeavour Energy
North Sea, LLC
    
    Membership Interest
    
    
    N/A
    
    
    
    N/A
    
    
    Un-certificated
    
    
    100Endeavour Operating 
Corporation
    
    Endeavour Energy
New Ventures I,
Ltd.
    
    Ordinary
    
    $
    1.00
    
    
    
    1
    
    
    Un-certificated
    
    
    100Endeavour
International
Holding B.V.
    
    Endeavour Energy
Luxembourg S.à r.l.
    
    Ordinary
    
    
    N/A
    
    
    
    500
    
    
    Un-certificated
    
    
    100




---



##### 



1.
    
    Revolving Loan Facility Agreement dated as of October 31, 2006 between Endeavour
International Holding B.V., as the borrower, and Endeavour Operating Corporation, as the
lender, as amended, with an aggregate principal amount outstanding of $99,000,068.002.
    
    Revolving Loan Facility Agreement dated as of October 31, 2006 between Endeavour
International Holding B.V., as lender, and Endeavour Energy UK Limited, as borrower, with an
aggregate principal amount outstanding of $5,072,839.92.




---



##### 



Schedule I Schedule II




---



##### 



SCHEDULE II
  Grantor
    
    Sort Code
    
    Bank Account Number
    
    DesignationEndeavour Operating Corporation
    
    JPMorgan Chase
Bank, N.A
    
    
    179910996265
    
    
    Operating AccountEndeavour Operating Corporation
    
    JPMorgan Chase
Bank, N.A
    
    
    825-874-035
    
    
    Demand Deposit Account




---



##### 



SCHEDULE III




---



##### 



SCHEDULE IV
 INTELLECTUAL PROPERTY




---



##### 



SCHEDULE V
 COMMERCIAL TORT CLAIMS




---



##### 



SCHEDULE VI
 LEGAL NAME, LOCATION, CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION, JURISDICTION OF
ORGANIZATION AND ORGANIZATIONAL IDENTIFICATION NUMBER
 Grantors Legal
    
    
    
    Chief Executive
    
    Type of
    
    Jurisdiction of
    
    OrganizationalName
    
    Location
    
    Office
    
    Organization
    
    Organization
    
    I.D. No.Endeavour International
Corporation
    
    Nevada
    
    1001 Fannin Street,
    
 Corporation
    
Nevada
    
    NV20001178064Suite 1600,Houston, Texas77002EndeavourOperatingCorporation
    
    Houston
    
    1001 Fannin Street,
    
    Corporation
    
    Delaware
    
    3737839Suite 1600,Houston, Texas77002Endeavour EnergyNew Ventures Inc.
    
    Houston
    
    1001 Fannin Street,
    
    Corporation
    
    Delaware
    
    3900636Suite 1600,Houston, Texas77002END ManagementCompany
    
    Houston
    
    1001 Fannin Street,
    
    Corporation
    
    Delaware
    
    3900274Suite 1600,Houston, Texas77002Endeavour EnergyNorth Sea LLC
    
    Houston
    
    1001 Fannin Street,
    
    Limited Liability
    
    Delaware
    
    4621624Suite 1600 Houston,
    
    CompanyTexas 77002Endeavour EnergyNorth Sea, L.P.
    
    Houston
    
    1001 Fannin Street,
    
    Limited Partnership
    
    Delaware
    
    4591023Suite 1600 Houston,Texas 77002EndeavourInternationalHolding B.V.
    
    Amsterdam
    
    Teleportboulevard
    
    Private company with
    
    Netherlands
    
    34229293140, 1043 EJ
    
    limited liabilityAmsterdam, The
    
    under the laws ofNetherlands
    
    the NetherlandsEndeavour EnergyNetherlands B.V.
    
    Amsterdam
    
    Teleportboulevard
    
    Private company with
    
    Netherlands
    
    34229296140, 1043 EJ
    
    limited liabilityAmsterdam, The
    
    under the laws ofNetherlands
    
    the Netherlands




---



##### 



SCHEDULE VII
 CHANGES IN NAME, LOCATION ETC.
 1.
    
    ENDEAVOUR OPERATING CORPORATIONChange of name from CSOR Acquisition Corp. on 26 February 2004Change of address from 1000 Main Street, Suite 3300, Houston, Texas, 77002 on or about 15
February 20082.
    
    ENDEAVOUR INTERNATIONAL CORPORATIONChange of name from Continental Southern Resources, Inc. on 27 February 2004Change of address from 1000 Main Street, Suite 3300, Houston, Texas, 77002 on or about 15
February 20083.
    
    ENDEAVOUR ENERGY NORTH SEA LLCNone4.
    
    ENDEAVOUR ENERGY NORTH SEA, L.P.None5.
    
    ENDEAVOUR ENERGY NEW VENTURES INC.Change of Name from END Operating Management Company on August 20, 2008Change of address from 1000 Main Street, Suite 3300, Houston, Texas, 77002 on or about 15
February 20086.
    
    END MANAGEMENT COMPANYChange of address from 1000 Main Street, Suite 3300, Houston, Texas, 77002 on or about 15
February 20087.
    
    ENDEAVOUR INTERNATIONAL HOLDING B.V.None8.
    
    ENDEAVOUR ENERGY NETHERLANDS B.V.None




---



##### 



SCHEDULE VIII
 LOCATIONS OF EQUIPMENT AND INVENTORY
 ENDEAVOUR INTERNATIONAL CORPORATION
 Locations of Equipment
    
    N/ALocations of Inventory
    
    N/ALeased Real Property
    
    14,514 sq. ft. of rentable area on Floor 16 of the
First City Tower Building, 1001 Fannin Street,
Houston, Texas 77002, leased through December 1,
2010;
 ENDEAVOUR OPERATING CORPORATION
 Locations of Equipment
    
    Alabama, Louisiana, Montana, New Mexico,
Pennsylvania and Texas.Locations of Inventory
    
    Alabama, Louisiana, Montana, New Mexico,
Pennsylvania and Texas.Leased Real Property
    
    5,025 sq. ft. of rentable area at 1125 17th Street,
Suite 1525, Denver, Colorado 80202, leased through
December 31, 2011.
 ENDEAVOUR ENERGY NORTH SEA LLC
 Locations of Equipment
    
    N/ALocations of Inventory
    
    N/A
 ENDEAVOUR ENERGY NORTH SEA, L.P.
 Locations of Equipment
    
    N/ALocations of Inventory
    
    N/A
 ENDEAVOUR ENERGY NEW VENTURES INC.
 Locations of Equipment
    
    N/ALocations of Inventory
    
    N/A
 END MANAGEMENT COMPANY
 Locations of Equipment
    
    N/ALocations of Inventory
    
    N/A




---



##### 



THE SECURITY AGREEMENT
 FORM OF CONSENT AND AGREEMENT
 Security Agreement   Grantor
 Assigned Agreement




---



##### 








---



##### 



[NAME OF OBLIGOR]By:Name:Title:




---



##### 



THE SECURITY AGREEMENT
 FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT
 IP Security
Agreement   Grantors
 Credit Agreement Lenders
 Security Agreement
   Grant of Security Collateral
 Patents




---



##### 



provided Trademarks
 Copyrights
    Security for Obligations
 Recordation
 Execution in Counterparts
 Grants, Rights and Remedies




---



##### 



Governing Law




---



##### 



[NAME OF GRANTOR]By:Name:Title:Address for Notices:




---



##### 



THE SECURITY AGREEMENT
 FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT
 IP Security Agreement
Supplement    Grantor
 Credit Agreement Lenders
 Security Agreement   IP Security Agreement
   Grant of Security Additional Collateral
 Patents
 provided




---



##### 



Trademarks
 Copyrights
    Security for Obligations
 Recordation
 Grants, Rights and Remedies
 Governing Law




---



##### 



[NAME OF GRANTOR]By:Name:Title:Address for Notices:




---



##### 



THE SECURITY AGREEMENT
 FORM OF SECURITY AGREEMENT SUPPLEMENT
  
   Credit Agreement Lenders
 Security
Agreement
 Grant of Security Collateral Schedule I Schedule I Schedule II Schedule IV Schedule V




---



##### 



Security for Obligations
 Representations and Warranties Schedule VI Schedule IV Schedule VI Schedule VII
 Schedule VIII Schedule VII
 Schedule IX
 Section 6
 Obligations Under the Security Agreement




---



##### 



Governing Law 1
 Very truly yours,
[NAME OF ADDITIONAL GRANTOR]By:Name:Title:Address for Notices: 
 1
    
    If the Additional Grantor is not
concurrently executing a guaranty or other Credit Document containing
provisions relating to submission to jurisdiction and jury trial waiver, add
the relevant provisions of Section 11.08 of the Credit Agreement.




---



##### 



Acknowledged and agreed as of the date hereof:
CYAN PARTNERS, LPBy:Name:Title: Address for Notices:




---



##### 



Exhibit F-2
 (WHITE & CASE)
    
    EXECUTION COPY
 
  DEBENTURE
  ENDEAVOUR ENERGY UK LIMITED
  CYAN PARTNERS, LP




---



##### 



TABLE OF CONTENTS
 Page1. DEFINITIONS, CONSTRUCTION AND INCORPORATION OF TERMS
    
    
    22. COVENANTS TO PAY
    
    
    73. SECURITY
    
    
    94. FLOATING CHARGE
    
    
    105. FURTHER ASSURANCE
    
    
    136. UNDERTAKINGS WITH RESPECT TO THE CHARGED ASSETS
    
    
    137. FURTHER UNDERTAKINGS
    
    
    148. ACCOUNTS AND RECEIPTS
    
    
    159. THE COLLATERAL AGENT
    
    
    1710. RIGHTS OF THE COLLATERAL AGENT
    
    
    2611. EXONERATION
    
    
    2812. APPOINTMENT OF RECEIVER OR ADMINISTRATOR
    
    
    2813. RECEIVERS POWERS
    
    
    2914. PROTECTION OF PURCHASERS
    
    
    3015. POWER OF ATTORNEY AND DELEGATION
    
    
    3016. APPLICATION OF MONIES RECEIVED UNDER THIS DEBENTURE
    
    
    3117. RELEASE OF SECURITY
    
    
    3218. POWER OF SEVERANCE
    
    
    3219. NEW ACCOUNTS
    
    
    3220. MISCELLANEOUS
    
    
    3321. NOTICES
    
    
    3622. CERTIFICATES AND DETERMINATIONS
    
    
    3823. PARTIAL INVALIDITY
    
    
    3824. COUNTERPARTS
    
    
    3825. THIRD PARTIES
    
    
    3826. GOVERNING LAW
    
    
    3827. ENFORCEMENT
    
    
    39SCHEDULE 1 FORM OF NOTICES
    
    
    40SCHEDULE 2 PROJECT AGREEMENTS
    
    
    44
 (i)




---



##### 



THIS DEBENTURE
 BETWEEN:
 (1)
    
    ENDEAVOUR ENERGY UK LIMITED(a company registered in England and Wales with registration
number 5030838) whose registered office is at 33rd Floor, City Point, One Ropemaker St, London
EC2Y 9UE (the Company); and
 (2)
    
    CYAN PARTNERS, LPas agent and trustee for itself and each of the other Secured Creditors
(the Collateral Agent).
 IT IS AGREED
 1.
    
    DEFINITIONS, CONSTRUCTION AND INCORPORATION OF TERMS1.1
    
    Definitions
 (a)
    
    Terms defined in the Credit Agreement shall, unless otherwise defined in this
Debenture or unless a contrary intention appears, bear the same meaning when used in
this Debenture and the following terms shall have the following meanings:Account means any account now or in the future opened or maintained by the Company
with a bank or other financial institution (and any replacement account or
subdivision or subaccount of that account), together with all amounts from time to
time standing to the credit of, or accrued or accruing on, such account and any
monies, proceeds or income paid or payable in respect of such account.Administrator means a person appointed under Schedule B1 to the Insolvency Act
1986 to manage the Companys affairs, business and property.Assigned Account means any Account designated in writing as an Assigned Account by
the Collateral Agent in accordance with Clause 8.3 (Accounts after Security becomes
Enforceable).BP means BP Exploration Operating Company Limited.Charges means Security from time to time created or expressed to be created
pursuant to this Debenture.Charged Assets means the assets mortgaged, charged or assigned pursuant to Clauses
3 (Security) and 4.1 (Creation of floating charge).Collateral Account means any Account that may from time to time be opened by the
Company with the Collateral Agent pursuant to Clause 8.1(a)(ii) (Accounts General).Confidentiality Undertaking means a confidentiality undertaking substantially in a
form from time to time recommended by the Loan Market Association or in any other
form agreed between the Company and the Administrative Agent.
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Credit Agreement means the term loan credit agreement dated on or about the date
of this Debenture between (among others) the Company and the Administrative Agent
(as amended, modified, restated or supplemented from time to time).Delegate means a delegate or sub-delegate appointed directly or indirectly
pursuant to Clause 15.3 (General delegation).Enforcement Date means the date on which a notice is issued by the Administrative
Agent to the Borrower under section 9 (Events of Default) of the Credit Agreement
upon the occurrence of an Event of Default which is continuing.Enoch PLTPA means the Enoch pipeline liquids transportation and processing
agreement dated 24 February 2006 and made between, among others, the Company and BP.Group means Endeavour International Corporation and its Subsidiaries for the time
being.Indemnified Party has the meaning given to it in the U.S. Security Agreement.Insolvency Event has the meaning given to such term in Clause 9.20(a) (Insolvency
Events).Insurances means any insurances that are required to be maintained by, or on
behalf of, any Credit Party in respect of the Oil and Gas Properties and/or any
activities related thereto, in each case pursuant to the Credit Agreement.LPA means the Law of Property Act 1925.Party means a party to this Debenture.Project Agreements means each of the contracts, agreements and documents listed in
Schedule 2 (Project Agreements) together with all Related Property Rights and all
documents which are supplemental to, or are expressed to be collateral with, or are
entered into pursuant to or in connection with, any such contracts, agreements and
documents.Receiver means any person appointed by the Collateral Agent to be a receiver or
receiver and manager or administrative receiver of any property subject to the
Security created by this Debenture or any part thereof.Related Property Rights means, in relation to any property or asset:
 (a)
    
    the proceeds of sale and/or other realisation of that property
or asset (or any part thereof or interest therein);(b)
    
    all Security, options, agreements, rights, easements, benefits,
indemnities, guarantees, warranties or covenants for title held by the Company
in respect of such property or asset; and
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(c)
    
    all the Companys rights under any lease, licence or agreement
for lease, sale or use in respect of such property or asset.
 Secured Creditors has the meaning given to it in the U.S. Security Agreement.Secured Hedging Agreement has the meaning given to it in the U.S. Security
Agreement.Secured Liabilities has the meaning given to it in Clause 2 (Covenants to Pay).Secured Reimbursement Agreement has the meaning given to it in the U.S. Security
Agreement.Security means a mortgage, charge, pledge, lien or other security interest
securing any obligation of any person or any other agreement or arrangement having a
similar effect.Security Period means the period from the date of this Debenture until the date on
which the Collateral Agent has determined that all of the Secured Liabilities
(whether actual or contingent) have been irrevocably and unconditionally paid and
discharged in full and no further Secured Liabilities are capable of being
outstanding.(b)
    
    Unless a contrary intention appears, words defined in the Companies Act 2006
have the same meanings in this Debenture.
 1.2
    
    ConstructionUnless a contrary indication appears, any reference in this Debenture to:
 (a)
    
    the Collateral Agent, a Secured Creditor, a Credit Party or the Company
shall be construed so as to include its successors in title, permitted assigns and
permitted transferees;(b)
    
    assets includes present and future properties, revenues and rights of every
description;(c)
    
    indebtedness includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of money, whether present or future, actual or
contingent;(d)
    
    a person includes any individual, firm, company, corporation, government,
state or agency of a state or any association, trust, joint venture, consortium or
partnership (whether or not having separate legal personality) or two or more of the
foregoing;(e)
    
    a regulation includes any regulation, rule, official directive, request or
guideline (whether or not having the force of law but, if not having the force of law,
being of a kind that is normally complied with by those to whom it is addressed) of any
governmental, intergovernmental or supranational body,
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agency, department or regulatory, self-regulatory or other authority or
organisation;(f)
    
    a guarantee includes any form of indemnity or other assurance against
financial loss (including any obligation to pay, purchase or provide funds for the
purchase of any liability) and the verb to guarantee shall be construed accordingly;(g)
    
    a provision of law is a reference to that provision as amended or re-enacted;(h)
    
    any matter including specific instances or examples of such matter shall be
construed without limitation to the generality of that matter (and references to
include shall be construed accordingly);(i)
    
    a modification includes an amendment, supplement, novation, re-enactment,
restatement, variation, extension, replacement, modification or waiver or the giving of
any waiver, release, consent having the same commercial effect of any of the foregoing
(and modify shall be construed accordingly);(j)
    
    the winding-up, dissolution or administration of a person shall be
construed so as to include any equivalent or analogous proceedings under the law of the
jurisdiction in which such person is incorporated or established, or any jurisdiction
in which such person carries on business including the seeking of liquidation,
winding-up, reorganisation, dissolution, administration, arrangement, adjustment,
protection or relief of debtors; and(k)
    
    the words other, or otherwise and whatsoever shall not be construed
eiusdem generisor be construed as any limitation upon the generality of any preceding
words or matters specifically referred to.
 1.3
    
    Implied covenants for titleThe obligations of the Company under this Debenture shall be in addition to the covenants
for title deemed to be included in this Debenture by virtue of Part I of the Law of Property
(Miscellaneous Provisions) Act 1994.1.4
    
    Effect as a DeedThis Debenture is intended to take effect as a deed notwithstanding that the Collateral
Agent may have executed it under hand only.1.5
    
    Law of Property (Miscellaneous Provisions) Act 1989To the extent necessary for any agreement for the disposition of the Charged Assets in this
Debenture to be a valid agreement under Section 2(1) of the Law of Property (Miscellaneous
Provisions) Act 1989, the terms of the other Credit Documents are incorporated into this
Debenture.
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1.6
    
    Intercreditor Agreement
 (a)
    
    Upon execution of the Intercreditor Agreement, this Debenture will be subject
to the terms of the Intercreditor Agreement.(b)
    
    In the event of any inconsistency between a provision of this Debenture and a
provision of the Intercreditor Agreement, the provision of the Intercreditor Agreement
will prevail.
 1.7
    
    Incorporation
 (a)
    
    Without prejudice to the application of any other provisions of the Credit
Agreement to this Debenture (by reason of this Debenture being a Credit Document for
the purposes of the Credit Agreement), sections 4.04 (Tax Gross-Up and Indemnities),
11.02 (Right of Setoff),11.05 (No Waiver; Remedies Cumulative),11.07 (Calculations;
Computations) 11.09 (Counterparts), 11.12 (Amendment or Waiver; etc.) and 11.19
(Judgment Currency) of the Credit Agreement shall apply to this Debenture, mutatis
mutandis, as if the same had been set out in full herein with references in such
clauses to:
 (i)
    
    any Credit Party or Borrower being construed, if the
context so requires, as references to the Company (as defined herein);(ii)
    
    the Agreement being construed as references to this
Debenture;(iii)
    
    the parties or party being construed as references to the
Parties or, as the case may be, a Party to this Debenture;(iv)
    
    the Credit Documents being construed as (a) including this
Debenture or (b) if the context so requires, as references specifically to this
Debenture; and(v)
    
    in the context of section 4.04 (Tax Gross-Up and Indemnities)
of the Credit Agreement, the Administrative Agent or a Lender being, if the
context so requires, construed, in each case, as references to the Collateral
Agent and, in the context of section 11.01(a)(ii) (Payment of Expenses, etc.)
of the Credit Agreement, the Administrative Agent or a Lender being
construed, in each case, as references to each Secured Creditor, Receiver (as
defined herein), attorney, manager, agent or other person as may be appointed
by the Collateral Agent under this Debenture; and
 (b)
    
    a reference to Secured Liabilities includes any liabilities which would be
treated as such but for the liquidation or dissolution or similar event affecting the
Company.
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2.
    
    COVENANTS TO PAY2.1
    
    Covenant to pay Secured Liabilities
 (a)
    
    The Company covenants that it shall promptly on demand pay to the Secured
Creditors, in accordance with the Credit Documents:
 (i)
    
    the full and prompt payment when due (whether at stated
maturity, by acceleration or otherwise) of all obligations, liabilities and
indebtedness (including, without limitation, principal, premium, interest, PIK
Interest (including, without limitation, all interest (including PIK Interest)
that accrues after the commencement of any case, proceeding or other action
relating to the bankruptcy, insolvency, reorganisation or similar proceeding of
the Company at the rate provided for in the respective documentation, whether
or not a claim for post-petition interest is allowed in any such proceeding),
fees, costs and indemnities) of the Company to the Lenders, whether now
existing or incurred after the date of this Debenture under, arising out of, or
in connection with, each Credit Document to which the Company is a party and
the due performance and compliance by the Company with all of the terms,
conditions and agreements contained in each such Credit Document;(ii)
    
    the full and prompt payment when due (whether at stated
maturity, by acceleration or otherwise) of all obligations, liabilities and
indebtedness (including, without limitation, all interest that accrues after
the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency, reorganisation or similar proceeding of the Company at
the rate provided for in the respective documentation, whether or not a claim
for post-petition interest is allowed in any such proceeding) owing by the
Company to the Approved Third Party Credit Providers under any Secured Hedging
Agreement, whether now in existence or arising after the date of this
Debenture, and the due performance and compliance by the Company with all of
the terms, conditions and agreements contained in each such Secured Hedging
Agreement;(iii)
    
    the full and prompt payment when due (whether at stated
maturity, by acceleration or otherwise) of all obligations, liabilities and
indebtedness (including, without limitation, all interest that accrues after
the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency, reorganisation or similar proceeding of the Company at
the rate provided for in the respective documentation, whether or not a claim
for post-petition interest is allowed in any such proceeding) owing by the
Company to the Approved Third Party Credit Providers under any Secured
Reimbursement Agreement, whether now in existence or arising after the date of
this Debenture (including, without limitation, all obligations, liabilities and
indebtedness of the Company under any Guaranty in respect of the Secured
Reimbursement Agreements), and the due performance and compliance by the
Company with all of the
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terms, conditions and agreements contained in each such Secured
Reimbursement Agreement;(iv)
    
    any and all sums advanced by the Collateral Agent in order to
preserve the Collateral or preserve its security interest in the Collateral;(v)
    
    in the event of any proceeding for the collection or
enforcement of any indebtedness, obligations, or liabilities of the Company
referred to in paragraphs (i), (ii) and (iii) above, on and from the
Enforcement Date, the reasonable expenses of retaking, holding, preparing for
sale or lease, selling or otherwise disposing of or realising on the
Collateral, or of any exercise by the Collateral Agent of its rights under this
Debenture, together with reasonable attorneys fees and court costs;(vi)
    
    all amounts paid by any Indemnified Party as to which such
Indemnified Party has the right to reimbursement under this Debenture; and(vii)
    
    all amounts owing to any Agent pursuant to any of the Credit
Documents in its capacity as such,
 it being acknowledged and agreed that the Secured Liabilities shall include
extensions of credit of the types described above, whether outstanding on the date
of this Debenture or extended from time to time after the date of this Debenture.(b)
    
    Notwithstanding anything to the contrary contained in this Debenture or any
other Credit Document, the aggregate amount of Secured Liabilities of the type
described in paragraphs (ii) and (iii) of Clause 2.1(a) (collectively, the Secured
Third Party Credit Obligations) secured by the Collateral shall not at any time exceed
$25,000,000 (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 created under this Debenture
and in no event shall any proceeds received upon the sale of, collection from, or other
realisation upon all or any part of the Collateral be applied to the Secured Third
Party Credit Obligations in any amount in excess of the Secured Third Party Credit
Obligations Cap.
 2.2
    
    Potential invalidityNeither the covenant to pay in Clause 2.1 (Covenant to pay Secured Liabilities),nor the
Security created by this Debenture shall extend to or include any liability or sum which
would, but for this Clause 2.2, cause such covenant, obligation or Security to be unlawful
under any applicable law.
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3.
    
    SECURITY3.1
    
    General
 (a)
    
    All the Security created under this Debenture:
 (i)
    
    is created in favour of the Collateral Agent; and(ii)
    
    is security for the payment of all the Secured Liabilities.
 (b)
    
    If the Company is not entitled to grant any Security over its rights and/or
interests under any document without the consent of a party to that document:
 (i)
    
    the Company must notify the Collateral Agent as soon as it
becomes aware of the same;(ii)
    
    the Security constituted under this Debenture will include and
extend to all amounts which the Company may receive, or has received, under
that document but shall, until the date on which the relevant consent is
obtained by the Company, not extend to and exclude the document itself and its
rights and/or interests under such document;(iii)
    
    unless the Collateral Agent otherwise requires, the Company
must use reasonable endeavours to obtain the consent of the relevant party to
enable the Company to grant Security over that document under this Debenture;
and(iv)
    
    on and from the date on which such consent is obtained, the
Security constituted under this Debenture shall extend to and include that
document.
 (c)
    
    The Collateral Agent holds the benefit of this Debenture on trust for the
Secured Creditors.
 3.2
    
    Creation of fixed chargeTo the extent that such charge is capable of being effective, taking into account the
provisions of Clause 8.2 (Book and Other Debts after Security becomes Enforceable) of this
Debenture, the Company charges to the Collateral Agent by way of fixed charge with full
title guarantee and as a continuing security for the payment and discharge of the Secured
Liabilities all of the Companys right to and title and interest from time to time in each
Collateral Account, including all amounts from time to time standing to the credit of, or
accrued or accruing on, such Collateral Accounts and any monies, proceeds or income paid or
payable on such Collateral Accounts.
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3.3
    
    AssignmentsSubject to Clause 3.1(b) (General),the Company assigns absolutely (subject to a proviso for
re-assignment at the end of the Security Period) to the Collateral Agent with full title
guarantee as a continuing security for the payment and discharge of the Secured Liabilities
all of the Companys rights to and title and interest from time to time in:
 (a)
    
    the Project Agreements; and(b)
    
    any present or future Insurances, together with all Related Property Rights in
respect thereof.
 4.
    
    FLOATING CHARGE4.1
    
    Creation of floating charge
 (a)
    
    The Company charges to the Collateral Agent by way of floating charge with full
title guarantee and as a continuing security for the payment and discharge of the
Secured Liabilities all of the Companys rights to and title and interest from time to
time in the whole of its property, assets (including, without limitation, any Account),
rights and revenues, whatsoever and wheresoever, present and future, other than any
assets validly and effectively charged or assigned (whether at law or in equity)
pursuant to Clauses 3.2 (Creation of fixed charge) or 3.3 (Assignments).(b)
    
    Except as otherwise agreed in writing by the Collateral Agent the floating
charge hereby created ranks in priority to any Security which shall subsequently be
created or permitted to arise by the Company or any Security created by a Receiver
appointed under the Debenture and is a qualifying floating charge for the purposes of
paragraph 14 of Schedule B1 to the Insolvency Act 1986.(c)
    
    Without prejudice to Clause 4.1(a), the Collateral Agent reserves any rights it
may have to appoint an administrative receiver on and following the Enforcement Date in
accordance with Sections 72B to H (inclusive) of the Insolvency Act 1986.
 4.2
    
    Automatic crystallisation of floating chargeNotwithstanding anything express or implied in this Debenture, and without prejudice to any
law which may have similar effect, if:
 (a)
    
    the Company creates or attempts to create any Security over all or any of the
Charged Assets (save as permitted by section 8.01 (Liens) of the Credit Agreement)
without the prior consent of the Collateral Agent;(b)
    
    any person levies or attempts to levy any distress, execution or other process
against any of the Charged Assets;(c)
    
    a resolution is passed or a petition is presented for the winding-up or
administration in relation to the Company which is not discharged within
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14 days (in the case of a winding-up petition) or 5 days (in the case for an
administration order) or in any event before such petition is heard or an order is
made for the winding up, dissolution, administration or other reorganisation of the
Company; or(d)
    
    an Administrator or Receiver is appointed in respect of the Company or any step
intended to result in such appointment is taken pursuant to paragraphs 15 or 26 of
Schedule B1 of the Insolvency Act in respect of the Company,
 then the floating charge created by Clause 4.1 (Creation of floating charge) will
automatically (with immediate effect and without notice) be converted into a fixed charge as
regards all of the assets subject to the floating charge.4.3
    
    Crystallisation on notice of floating chargeNotwithstanding anything express or implied in this Debenture, the Collateral Agent may at
any time:
 (a)
    
    on or after the Enforcement Date;(b)
    
    if it considers in good faith that any of the Charged Assets are in danger of
being seized or sold as a result of any legal process, or are otherwise in jeopardy; or(c)
    
    if it reasonably believes that steps likely or intended to lead to the
presentation of a petition for the administration or winding up of or the appointment
of an Administrator in respect of the Company are being, or have been, taken,
 by giving notice in writing to that effect to the Company, convert the floating charge
created by Clause 4.1 (Creation of floating charge) into a fixed charge as regards any
assets specified in such notice. The conversion shall take effect immediately upon the
giving of the notice.4.4
    
    Fixed and Floating SecurityIf for any reason any Security in respect of any asset created or purported to be created
pursuant to this Clause 4 as a fixed charge or assignment does not, or ceases to, take
effect as a fixed charge or assignment, then it shall take effect as a floating charge in
respect of such asset. However it is the intent of the Parties that the Security over other
Charged Assets shall remain unaffected.4.5
    
    Retention of DocumentsThe Collateral Agent shall be entitled to continue to retain any document delivered to it
under this Debenture relating to a Charged Asset until the Charges over such Charged Asset
are released in accordance with this Debenture. If, for any reason, it ceases to hold any
such document before such time, it may by notice to the Company require that the relevant
document be redelivered to it and the Company shall immediately comply with that requirement
or procure that it is complied with.
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4.6
    
    Project Agreements
 (a)
    
    The Security created by this Debenture in relation to each Project Agreement
shall, to the extent required by that Project Agreement, in each case as that agreement
may have been subsequently assigned, transferred or novated, be:
 (i)
    
    without prejudice to the provisions of that Project Agreement;(ii)
    
    subordinated to the express rights specified under that Project
Agreement of the parties thereto from time to time (other than the Company);
and(iii)
    
    subject to the liabilities and obligations of the Company
relating to the interest of the Company in and under that Project Agreement,
 provided that, nothing in this Clause 4.6 shall (i) release the Company from any
obligations to fulfil any requisite condition in connection therewith or (ii)
(subject to Clause 4.6(b) below) impose on the Collateral Agent or any Receiver or
Administrator appointed by it an obligation to perform any of the obligations of the
Company under any Project Agreement or to procure the performance of the Company of
any such obligation.(b)
    
    The Company and the Collateral Agent acknowledge that:
 (i)
    
    in the event of the Collateral Agent exercising any rights
created under this Debenture in respect of the Enoch PLTPA, the Collateral
Agent will continue to fulfil the obligations of the Company under the Enoch
PLTPA; and(ii)
    
    notwithstanding Clause 25 (Third Parties) of this Debenture, BP
may rely on the undertaking given by the Collateral Agent under Clause
4.6(b)(i) above.
 4.7
    
    Gas sales agreements
 This Debenture shall not create any Security over the Companys interest in any of the
following agreements:
 (a)
    
    the agreement between Deminex UK Rob Roy Limited and British Gas plc for Sale
and Purchase of Natural Gas from the Rob Roy and Ivanhoe Fields dated 31 May 1989;(b)
    
    the agreement between PICT Petroleum plc and British Gas plc for Sale and
Purchase of Natural Gas from the Rob Roy and Ivanhoe Fields dated 31 May 1989;(c)
    
    the agreement between Kerr-Mcgee Oil (UK) plc and British Gas plc for the Sale
and Purchase of Natural Gas from the Rob Roy and Ivanhoe Fields dated 31 May 1989; and(d)
    
    the Enoch Field Gas Sales Agreement dated 17 January 2006,
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in each case as such agreements may be assigned, amended, modified, supplemented or novated
from time to time.
 5.
    
    FURTHER ASSURANCE
 The Company shall at its own expense promptly upon request by the Collateral Agent execute
(in such form as the Collateral Agent may reasonably require) such documents (including
assignments, transfers, mortgages, charges, notices and instructions) in favour of the
Collateral Agent or its nominees and do all such assurances and things as the Collateral
Agent may reasonably require for:
 (a)
    
    perfecting and/or protecting (by registration or in any other way) the Security
created or intended to be created by this Debenture;(b)
    
    conferring upon the Collateral Agent such Security as it may require over the
assets of the Company outside of England and Wales which if in England or Wales would
form part of or be intended to form part of the Charged Assets;(c)
    
    facilitating the realisation of all or any part of the Charged Assets; and/or(d)
    
    for exercising all powers, authorities and discretions conferred on the
Collateral Agent or any Receiver pursuant to this Debenture or by law.
 6.
    
    UNDERTAKINGS WITH RESPECT TO THE CHARGED ASSETSThe Company undertakes to the Collateral Agent with respect to the Charged Assets that it
shall:6.1
    
    Negative pledgeexcept as permitted by section 8.01 (Liens) of the Credit Agreement:
 (a)
    
    not create or allow to exist any Security on, over, or affecting, any of its
assets; and(b)
    
    procure that no member of the Group creates or allows to exist any Security on,
over, or affecting, any of its assets;
 6.2
    
    Disposalsexcept as permitted by section 8.02 (Consolidation, Merger, Purchase or Sale of Assets,
etc.) of the Credit Agreement not, either in a single transaction or in a series of
transactions and whether related or not, dispose of the Charged Assets or any part of them;6.3
    
    Subsequent chargesubject to Clause 6.1 (Negative pledge),procure that any Security created by the Company
after the date of this Debenture (otherwise than in favour of the Collateral Agent) shall be
expressed to be subject to this Debenture;
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6.4
    
    Supplemental Debentureat any time, promptly upon request on or after the Enforcement Date, execute over all or any
of the Charged Assets a charge by way of legal mortgage or legal sub-mortgage or legal
assignment, as the case may be, in favour of the Collateral Agent in such form as the
Collateral Agent shall reasonably require;6.5
    
    Prejudicial Actionnot do or cause or permit to be done anything which may in any way reduce, jeopardise or
otherwise prejudice the value to the Collateral Agent of the Charged Assets; and6.6
    
    Consents and Other Necessary Actiontake all such action as is available to it and is reasonably necessary for the purpose of
creating, perfecting or maintaining the Security created or intended to be created pursuant
to this Debenture which shall include, without limitation, using reasonable endeavours to
obtain any necessary consent (in form and content satisfactory to the Collateral Agent,
acting reasonably) to enable its assets to be charged or assigned pursuant to this
Debenture. Immediately upon obtaining any necessary consent the asset concerned shall
become subject to the Security created by this Debenture. The Company shall promptly
deliver a copy of each consent to the Collateral Agent.7.
    
    FURTHER UNDERTAKINGS7.1
    
    Deposit of title documentsUpon request, the Company shall deposit with the Collateral Agent the deeds and documents of
title, or evidencing title, relating to the Charged Assets including any policies of
insurance.7.2
    
    CallsThe Company shall not, without the consent of the Collateral Agent, acquire any shares or
other securities unless they are fully paid.7.3
    
    Notices of charge and/or assignment
 (a)
    
    The Company shall deliver to the Collateral Agent and serve on any relevant
person (a Relevant Counterparty) as required by the Collateral Agent:
 (i)
    
    notices of assignment in respect of any of the assets assigned
pursuant to this Debenture and listed in Schedule 2 (Project Agreements), and
shall use its reasonable endeavours to procure that each such notice is
acknowledged by that Relevant Counterparty; and(ii)
    
    notice of charge in respect of any of the assets charged
pursuant to this Debenture and shall use its reasonable endeavours to procure
that each notice is acknowledged by that Relevant Counterparty.
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(b)
    
    The notices of charge and/or assignment and/or acknowledgement referred to in
Clause 7.3(a) shall be in a form substantially similar to that contained in Schedule 1
(Form of Notices) hereto or such other form as the Collateral Agent may reasonably
require.
 7.4
    
    Further AssignmentsThe Company shall, if requested by any of the Collateral Agent, the Administrative Agent or
the Required Lenders (in each case, acting reasonably), promptly execute any document
(including any Additional Security Document) and do all such acts as the Collateral Agent,
the Administrative Agent or the Required Lenders may reasonably require:
 (a)
    
    for the purposes of granting security over:
 (i)
    
    any Insurances;(ii)
    
    any Hedging Agreement to which the Company is a party, together
with all Related Property Rights in respect thereof;(iii)
    
    any Project Agreement (including the Companys interest in any
joint operating agreement or other similar agreement which relates to the
Petroleum Production Licence P.1731 dated 15 June 2010); or(iv)
    
    otherwise, to give effect to section 7.12 (Additional Security;
Further Assurances; etc.) of the Credit Agreement,
 unless such Security has been granted under an existing Security Document; and(b)
    
    to record the interests of the Collateral Agent in any registers relating to
registered intellectual property rights.
 8.
    
    ACCOUNTS AND RECEIPTS8.1
    
    Accounts General
 (a)
    
    The Company will:
 (i)
    
    deliver to the Collateral Agent on the date of this Debenture
details of each of its Accounts (and, if any change in such detail (including
any renewal or redesignation of any such Account) occurs after the date of this
Debenture or any new Account is opened, details of such change or new Account
on the date of such change or opening); and(ii)
    
    open such new Collateral Accounts, as the Collateral Agent
shall require (at any time on or after the Enforcement Date) for the purposes
of Clause 8.2 (Book and Other Debts after Security Becomes Enforceable).
 (b)
    
    Without prejudice and in addition to Clauses 6.1 (Negative Pledge) and 6.2
(Disposals):
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(i)
    
    the benefit of each Account shall not be capable of assignment
or charge in whole or in part (save pursuant to this Debenture); and(ii)
    
    the Company agrees that it will not assign (whether by way of
sale or mortgage), charge or otherwise seek to deal with or dispose of all or
any part of any Collateral Account without the prior written consent of the
Collateral Agent (in its capacity as Collateral Agent under this Debenture).
 (c)
    
    The Company shall, subject to Clause 8.3 (Accounts after Security becomes
Enforceable) and any restrictions in the Credit Documents preventing or regulating
withdrawal of the same, be entitled to withdraw any credit amount from the Accounts
(other than a Collateral Account).
 8.2
    
    Book and Other Debts after Security becomes EnforceableIf and to the extent that the Collateral Agent so specifies, at any time on or after the
Enforcement Date, the Company shall pay the proceeds of payment or realisation of such of
the Companys assets comprising temporary and other investments, book and other debts,
royalties, fees and income of like nature or other monies received by the Company as the
Collateral Agent may require into such Collateral Account(s) as the Collateral Agent may
from time to time specify and pending such payment shall hold all such receipts on trust for
the Collateral Agent.8.3
    
    Accounts after Security becomes Enforceable
 (a)
    
    Upon the Security becoming enforceable, the Collateral Agent shall be deemed to
have designated in writing all Accounts as Assigned Accounts and at any time
thereafter, the Collateral Agent may:
 (i)
    
    in relation to such new Assigned Accounts, require the Company
to, and the Company shall immediately on request, serve a notice of assignment
(in a form substantially similar to that contained in Schedule 1 (Form of
Notices) hereto or such other form as the Collateral Agent may reasonably
require) on each bank or other financial institution with which any such
Account is maintained and the Company shall comply with its obligation under
Clause 7.3 (Notices of charge and/or assignment) to obtain an acknowledgement
of each such notice of assignment; and(ii)
    
    exercise from time to time, all rights, powers and remedies of
the Company in relation to any or all of its Accounts, including to demand and
receive all and any monies standing to the credit of any such Accounts; and
 (b)
    
    On and from the Enforcement Date, the Company shall not be entitled to be paid,
withdraw or otherwise transfer any credit amount from the Accounts.
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9.
    
    THE COLLATERAL AGENT9.1
    
    The Collateral Agent
 (a)
    
    The powers conferred upon the Collateral Agent by the Credit Documents shall be
in addition to any powers which may from time to time be vested in trustees by the
general law.(b)
    
    If there is any conflict between the provisions of this Debenture and any
Security Documents with regard to instructions to or the matters affecting the
Collateral Agent, this Debenture will prevail.
 9.2
    
    Trust
 (a)
    
    The Collateral Agent shall hold the benefit of the Credit Documents in its
capacity as Collateral Agent on trust for (to the extent such benefits are capable of
being secured in their favour) the Secured Creditors. Save as expressly specified in
any Credit Document, the Collateral Agent:
 (i)
    
    shall not be liable to any Party for any breach by any other
Party of any Credit Document;(ii)
    
    shall have only those duties which are expressly specified in
the Credit Documents;(iii)
    
    will apply all payments and other benefits received by it
under the Credit Documents in accordance with:
 (A)
    
    prior to execution of the Intercreditor
Agreement, section 9 (Events of Default) of the Credit Agreement; and(B)
    
    following execution of the Intercreditor
Agreement, the relevant provision in the Intercreditor Agreement
relating to application of proceeds received under the Credit
Documents; and
 (iv)
    
    shall exercise its rights, powers and duties under the Security
Documents and/or this Debenture for the benefit of the Secured Creditors.
 (b)
    
    Section 1 of the Trustee Act 2000 shall not apply to any function of the
Collateral Agent under or in connection with the Credit Documents provided that nothing
in this Debenture shall exempt the Collateral Agent from any liability for gross
negligence or wilful misconduct (as determined by a court of competent jurisdiction in
a final non-appealable decision).(c)
    
    Save as set out in Clause 9.2(a), the Collateral Agents duties under the
Credit Documents are of a mechanical and administrative nature. Nothing in the Credit
Documents shall constitute a partnership between any Party and the Collateral Agent.
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(d)
    
    The perpetuity period for the security trust established in relation to the
Credit Documents shall be one hundred and twenty five years from the date of this
Debenture.
 9.3
    
    Additional trustees
 (a)
    
    The Collateral Agent may appoint and pay any person established or resident in
any jurisdiction (whether a trust corporation or not) to act as a separate trustee,
custodian or nominee on any terms in relation to any assets of the trust as the
Collateral Agent may determine including for the purpose of depositing with a custodian
this Debenture or any document relating to the trust created under this Debenture and
the Collateral Agent will not be responsible for any loss, liability, expense, demand,
cost, claim or proceedings incurred by reason of the misconduct, omission or wilful
default on the part of any person appointed by it under this Debenture or be bound to
supervise the proceedings or acts of any person.(b)
    
    Any such additional trustee, custodian or nominee shall have such trusts,
powers, obligations, authorities and discretions (not exceeding those conferred on the
Collateral Agent by the Credit Documents) and remuneration as shall be conferred or
imposed by the instrument of appointment. The Collateral Agent shall have power in
like manner to remove any such person. The Company shall indemnify such additional
trustee, custodian or nominee as though it were the Collateral Agent in accordance with
Clause 9.4 (Remuneration and indemnity). The Collateral Agent shall not be under any
obligation to supervise the proceedings or acts of any such delegate or sub-delegate or
be in any way responsible for any liability incurred by reason of any misconduct or
default on the part of any such delegate or sub-delegate.
 9.4
    
    Remuneration and indemnity
 (a)
    
    For the benefit of the Collateral Agent, nothing in this Clause 9 (The
Collateral Agent) shall prejudice any right of indemnity by law given to trustees. Any
indemnity provided pursuant to this Clause 9 shall be in addition to and without
prejudice to any other indemnity provided either in the Credit Agreement or any other
Credit Document.(b)
    
    The Company agrees to indemnify, on demand, the Collateral Agent and any
receiver, attorney, agent or other person appointed by the Collateral Agent in
accordance with the Credit Documents for any and all claims, liabilities, costs, fees,
charges, losses and expenses which may be incurred by or asserted against the
Collateral Agent or any such person in any way relating to or arising out of:
 (i)
    
    its execution or purported execution of any of its trusts,
powers, authorities and discretions under the Credit Documents;(ii)
    
    performing its duties and functions in such capacity; or(iii)
    
    any action taken or omitted by the Collateral Agent or any
such person under the Credit Documents,
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except to the extent arising directly from the Collateral Agents or any such
persons gross negligence or wilful misconduct (in each case as determined by a
court of competent jurisdiction in a final and non-appealable decision).(c)
    
    The Collateral Agent may indemnify itself and each other person referred to in
Clause 9.4(b) out of the assets over which Security is granted pursuant to the Security
Documents against all such claims, liabilities, costs, fees, charges, losses and
expenses referred to in Clause 9.4(b).(d)
    
    The Collateral Agent shall be entitled to such remuneration as it may agree
from time to time with the Company.(e)
    
    Without prejudice to Clause 9.4(b), each Secured Creditor shall (in proportion
to its share of the debt owed by the Borrower under the Credit Agreement) indemnify the
Collateral Agent, within three Business Days of demand, against any cost, loss or
liability incurred by the Collateral Agent (otherwise than by reason of the Collateral
Agents gross negligence or wilful misconduct, in each case as determined by a court of
competent jurisdiction in a final and non-appealable decision) in acting as Collateral
Agent under or in connection with the Credit Documents (unless the Collateral Agent has
been reimbursed for the same by any Credit Party). The Credit Parties shall forthwith
on demand reimburse each Secured Creditor for any payments made by it under this Clause
9.4(e).
 9.5
    
    Exclusion of liability
 (a)
    
    Without limiting Clause 9.5(b), the Collateral Agent will not be liable for any
action taken by it under or in connection with any Credit Document, unless directly
caused by its gross negligence or wilful misconduct (in each case as determined by a
court of competent jurisdiction in a final and non-appealable decision).(b)
    
    No Party (other than the Collateral Agent) may take any proceedings against any
officer, employee or agent of the Collateral Agent in respect of any claim it might
have against the Collateral Agent or in respect of any act or omission of any kind by
that officer, employee or agent in relation to any Credit Document and any officer,
employee or agent of the Collateral Agent may rely on this Clause.(c)
    
    The Collateral Agent will not be liable for any delay (or any related
consequences) in crediting an account with an amount required under the Credit
Documents to be paid by the Collateral Agent if the Collateral Agent has taken all
necessary steps as soon as reasonably practicable to comply with the regulations or
operating procedures of any recognised clearing or settlement system used by the
Collateral Agent for that purpose.(d)
    
    Nothing in this Debenture shall oblige the Collateral Agent to carry out any
know your customer or other checks in relation to any person on behalf of any Secured
Creditor and each Secured Creditor confirms to the Collateral Agent that it is solely
responsible for any such checks that it is required to
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carry out and that it may not rely on any statement in relation to such checks made
by the Collateral Agent.
 9.6
    
    Instructions
 (a)
    
    Unless a contrary indication appears in the Credit Documents, the Collateral
Agent shall (A) exercise any right, power, authority or discretion vested in it as
Collateral Agent in accordance with any instructions given to it by the Required
Lenders (or, if so instructed by the Required Lenders, refrain from exercising any
right, power, authority or discretion vested in it as Collateral Agent) and (B) not be
liable for any act (or omission) if it acts (or refrains from taking any action) in
accordance with an instruction of the Required Lenders. This Clause 9.6 shall not
require the Collateral Agent to act in accordance with the instructions of the Required
Lenders or any person in respect of those powers, authorities and discretions granted
to the Collateral Agent pursuant to Clauses 9.3 (Additional trustees), 9.4
(Remuneration and indemnity), 9.14(a), 9.14(c), 9.14(d) (Collateral Agents functions)
and 9.15 (Legal restrictions and confidentiality).(b)
    
    Unless a contrary indication appears in the Credit Documents, any instructions
given by the Required Lenders, shall be binding on all the Secured Creditors.(c)
    
    The Collateral Agent may refrain from acting in accordance with the
instructions of the Required Lenders until it has received such security as it may
require for any cost, loss or liability (together with any associated value added tax)
which it may incur in complying with the instructions.(d)
    
    In the absence of instructions from the Required Lenders, the Collateral Agent
may act (or refrain from taking action) as it considers to be in the best interests of
the Secured Creditors.(e)
    
    The Collateral Agent is not authorised to act on behalf of a Secured Creditor
(without first obtaining that Secured Creditors consent) in any legal or arbitration
proceedings relating to any Credit Document.
 9.7
    
    Rights and discretions of the Collateral Agent
 (a)
    
    The Collateral Agent may rely on:
 (i)
    
    any representation, notice or document believed by it to be
genuine, correct and appropriately authorised; and(ii)
    
    any statement made by a director, authorised signatory or
employee of any person regarding any matters which may reasonably be assumed to
be within his knowledge or within his power to verify.
 (b)
    
    The Collateral Agent may assume (unless it has received notice to the contrary
in its capacity as Collateral Agent) that:
 (i)
    
    no Default or Event of Default has occurred (unless it has
actual knowledge of such Default or Event of Default);
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(ii)
    
    any right, power, authority or discretion vested in any Party
or the Required Lenders has not been exercised; and(iii)
    
    any notice or request made by the Company is made on behalf of
and with the consent and knowledge of all the Credit Parties.
 (c)
    
    The Collateral Agent may engage, pay for and rely on the advice or services of
any lawyers, accountants, surveyors or other experts.(d)
    
    The Collateral Agent may act in relation to the Credit Documents through its
personnel and agents.
 9.8
    
    Information
 (a)
    
    The Collateral Agent has no duty (in the absence of a specific provision in any
Credit Document) to provide any Party with any credit or other information relating to
the business, assets or financial condition of any Credit Party or any other person
whenever coming into its possession.(b)
    
    Except where a Credit Document specifically provides otherwise, the Collateral
Agent is not obliged to check the adequacy, accuracy or completeness of any document it
forwards to another Party.(c)
    
    The Collateral Agent shall not be liable or responsible to any other Secured
Creditor for the adequacy, accuracy and/or completeness of any information (whether
oral or written) supplied by the Collateral Agent, a Credit Party or any other person
given in or in connection with any Credit Document or the Information Memorandum.
 9.9
    
    Responsibility for documentationThe Collateral Agent shall not be liable or responsible:
 (a)
    
    for the legality, validity, effectiveness, adequacy or enforceability of any
Credit Document or any other agreement, arrangement or document entered into, made or
executed in anticipation of or in connection with any Credit Document;
 (b)
    
    for any failure to give notice to any third party or to register, file or
record (or any defect in such registration, filing or recording) any Security created
pursuant to any Security Document, or effect, procure the registration of or otherwise
protect the floating charge or any other such Security created by or pursuant to the
Security Documents under the Land Registration Act 1925 or any other registration laws
in England or any other jurisdiction;(c)
    
    to obtain any licence, consent or other authority for the creation of any such
Security;(d)
    
    for any failure, omission, or defect in perfecting or protecting the Security
constituted by the Security Documents, either in England and Wales or in any other
jurisdiction; or
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(e)
    
    for the financial condition of any Credit Party.
 9.10
    
    TitleThe Collateral Agent may accept without enquiry such title as any Credit Party may have to
the property over which Security is intended to be created by any Security Document.9.11
    
    InvestmentsAll moneys which are received by the Collateral Agent in its capacity as trustee or
otherwise may be invested in the name of or under the control of the Collateral Agent in any
investment for the time being authorised by English law for the investment by trustees of
trust money or in any other investments which may be selected by the Collateral Agent.
Additionally, the same may be placed on deposit in the name of or under the control of the
Collateral Agent at such bank or institution (including the Collateral Agent) and upon such
terms as the Collateral Agent may think fit.9.12
    
    TaxThe Collateral Agent shall have no responsibility whatsoever to any Secured Creditor as
regards any deficiency which might arise because the Collateral Agent is subject to any
Taxes or withholding from any payment made by it under the Credit Documents.9.13
    
    Receivers indemnityIn no circumstances shall the Collateral Agent itself be obliged to give an indemnity to any
receiver who requires an indemnity as a condition of appointment.9.14
    
    Collateral Agents functions
 (a)
    
    The Collateral Agent shall:
 (i)
    
    not be under any obligation to hold any title deeds, Credit
Documents or any other documents in connection with the assets charged by any
Security Document in its own possession or to take any steps to protect or
preserve the same (and the Collateral Agent may permit the Credit Parties to
retain any title deeds and other documents if it considers such course of
action to be appropriate);(ii)
    
    without prejudice to Clause 9.14(a)(i), be at liberty to hold
the Credit Documents and any other documents relating thereto or to deposit
them in any part of the world with any bank or company whose business includes
undertaking the safe custody of documents or firm of lawyers considered by the
Collateral Agent to be of good repute and the Collateral Agent shall not be
responsible for or be required to insure against any liability incurred in
connection with any such holding or deposit and may pay all sums required to be
paid on account of or in respect of any such deposit;(iii)
    
    not be bound to give notice to any person of the execution of
any documents comprised or referred to in the Credit Documents or of any
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other matter in any way relating to the Credit Documents or to take any
steps to ascertain whether any default under any Credit Document has
happened or whether any Party has breached any of its obligations under any
Credit Document or whether any right, power, discretion or remedy has or may
become exercisable by the Collateral Agent and the Collateral Agent shall be
entitled to assume that no such default has happened and that each Party is
observing and performing all its obligations under any Credit Document and
that no such right, power, discretion or remedy has or may become
exercisable;(iv)
    
    as soon as reasonably practicable following receipt of the
same, notify the Administrative Agent of any request received by it to exercise
any power, authority or discretion under this Debenture or any Credit Document
or to form any opinion;(v)
    
    promptly provide the Administrative Agent with copies of any
notice received by it from any Party (i) describing the occurrence of any
Default and (ii) stating that the circumstance described is a Default (so
defined); and(vi)
    
    be entitled to treat each Secured Creditor as a Secured
Creditor entitled to payments under the Credit Agreement unless it has received
not less than five Business Days prior notice from that Secured Creditor to
the contrary in accordance with the terms of this Debenture.
 (b)
    
    Any consent or approval given by the Collateral Agent for the purposes of the
Credit Documents may be given on such terms and subject to such conditions (if any) as
the Collateral Agent thinks fit.(c)
    
    Any trustee of any Security Document being a lawyer, accountant, broker or
other person engaged in any profession or business shall be entitled to charge and be
paid all usual professional and other charges for business transacted and acts done by
him or his firm in connection with the trusts of the Security Documents and also his
reasonable charges in addition to disbursements for all other work and business done
and all time spent by him or his firm in connection with matters arising in connection
with his trusteeship.(d)
    
    The Collateral Agent may in the conduct of the trusts instead of acting
personally employ and pay an agent (whether being a lawyer or other professional
person) to transact or conduct, or concur in transacting or conducting, any business
and to do, or concur in doing, all acts required to be done in connection with the
Credit Documents. The Collateral Agent shall not be in any way responsible for any
liability incurred by reason of any misconduct or default on the part of any such agent
or be bound to supervise the proceedings or acts of any such agent.
 9.15
    
    Legal restrictions and confidentiality
 (a)
    
    Notwithstanding any other provision of any Credit Document to the contrary, the
Collateral Agent is not obliged to do or omit to do anything if it would or
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might in its reasonable opinion constitute a breach of any law or regulation or a
breach of a fiduciary duty or duty of confidentiality.(b)
    
    The relevant division or department through which the Collateral Agent acts
shall be treated as a separate entity from any other of the Collateral Agents
divisions or departments.(c)
    
    If information is received by another division or department of the Collateral
Agent, it may be treated as confidential to that relevant division or department and
the Collateral Agent shall not be deemed to have notice of it.
 9.16
    
    Credit appraisal by the Secured CreditorsWithout affecting the responsibility of any Credit Party for information supplied by it or
on its behalf in connection with any Credit Document, each Secured Creditor confirms to the
Collateral Agent that it has been, and will continue to be, solely responsible for making
its own independent appraisal and investigation of all risks arising under or in connection
with any Credit Document including but not limited to:
 (a)
    
    the financial condition, status and nature of each Credit Party and each other
member of the Group;(b)
    
    the legality, validity, effectiveness, adequacy or enforceability of any Credit
Document and any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Credit Document;(c)
    
    whether that Secured Creditor has recourse, and the nature and extent of that
recourse, against any Party or any of its respective assets under or in connection with
any Credit Document, the transactions contemplated by the Credit Documents or any other
agreement, arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Credit Document; and(d)
    
    the adequacy, accuracy and/or completeness of any other information provided by
the Collateral Agent, any other Party or by any other person under or in connection
with any Credit Document, the transactions contemplated by the Credit Documents or any
other agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with any Credit Document.
 9.17
    
    Business with the GroupThe Collateral Agent may accept deposits from, lend money to and generally engage in any
kind of banking or other business with any Credit Party or any member of the Group or any
Non-Recourse Subsidiary.9.18
    
    EnforcementThe Secured Creditors shall not have any independent power to enforce any of the Security
Documents or to exercise any rights, discretions or powers to grant any consents or releases
under or pursuant to the Security Documents or otherwise have
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direct recourse to the Security constituted by any of the Security Documents except through
the Collateral Agent.9.19
    
    Release of SecurityThe Collateral Agent may release any Security over any asset the subject of the Security
Documents in accordance with the terms of any such Security Document or if:
 (a)
    
    the asset is disposed of in compliance with the Credit Documents; or(b)
    
    the asset is disposed of by any Receiver or other person in accordance with the
powers granted under the Security Documents.
 9.20
    
    Insolvency Events
 (a)
    
    For the purposes of this Debenture, Insolvency Eventmeans any the
circumstances or events described in section 9.05 (Bankruptcy, etc.) of the Credit
Agreement or any other circumstance or event analogous to any of the foregoing.(b)
    
    If any Insolvency Event occurs in relation to any Credit Party, the Collateral
Agent may, and is irrevocably authorised on behalf of the Secured Creditors, subject to
the terms of the Credit Documents, to:
 (i)
    
    claim, enforce and prove for the debt owed by, or any other
claims against, that Credit Party;(ii)
    
    (subject to Clause 9.20(e)) exercise all powers of convening
meetings, voting and representation in respect of the debt owed by that Credit
Party and each Secured Creditor shall provide all forms of proxy and of
representation which may be required for such purposes;(iii)
    
    file claims and proofs, give receipts and take all such
proceedings and do all such things as the Collateral Agent sees fit to recover
the debt owed by, or any other claims against, that Credit Party; and(iv)
    
    receive all distributions on or account of the debt owed by, or
any other claims against, that Credit Party for application in accordance with:
 (A)
    
    prior to execution of the Intercreditor
Agreement, section 9 (Events of Default) of the Credit Agreement; and(B)
    
    following execution of the Intercreditor
Agreement, the relevant provision in the Intercreditor Agreement
relating to application of proceeds received under the Credit
Documents.
 (c)
    
    If and to the extent that the Collateral Agent is not entitled to claim,
enforce, prove, file claims or proofs, or take proceedings for the recovery of any debt
owed by the relevant Credit Party, the relevant Secured Creditor(s) to whom such debt
is owed shall do so in good time as reasonably requested by the Collateral Agent.
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(d)
    
    Save to the extent that it has been requested by the Collateral Agent under
Clause 9.20(c) to take such action, no Secured Creditor may take any of the actions
referred to in Clause 9.20(b) without the Collateral Agents prior consent.(e)
    
    Nothing in this Clause 9.20 (Insolvency events) shall limit the rights of the
Lenders to convene meetings, to exercise their voting rights and to issue instructions
to the Collateral Agent, under the Credit Agreement and/or this Debenture.(f)
    
    If any Insolvency Event occurs in relation to any Credit Party, the trustee in
bankruptcy, liquidator, assignee or other person distributing the assets of that Credit
Party or their proceeds shall be directed to pay distributions on the debt direct to
the Collateral Agent for application in accordance with:
 (i)
    
    prior to execution of the Intercreditor Agreement, section 9
(Events of Default) of the Credit Agreement; and
 (ii)
    
    following execution of the Intercreditor Agreement, the
relevant provision in the Intercreditor Agreement relating to application of
proceeds received under the Credit Documents.
 10.
    
    RIGHTS OF THE COLLATERAL AGENT10.1
    
    EnforcementAt any time on or after the Enforcement Date, the Security created pursuant to this
Debenture shall be immediately enforceable and the Collateral Agent may in its absolute
discretion and without notice to the Company or the prior authorisation of any court:
 (a)
    
    enforce all or any part of the Security created by this Debenture and take
possession of or dispose of all or any of the Charged Assets in each case at such times
and upon such terms as it sees fit; and(b)
    
    whether or not it has appointed a Receiver, exercise all of the powers,
authorities and discretions:
 (i)
    
    conferred from time to time on mortgagees by the LPA (as varied
or extended by this Debenture) or by law; and(ii)
    
    granted to a Receiver by this Debenture or by law.
 10.2
    
    Restrictions on consolidation of mortgagesSection 93 of the LPA shall not apply to this Debenture or to any sale made under it. The
Collateral Agent shall have the right to consolidate all or any of the Security created by
or pursuant to this Debenture with any other Security in existence at any time. Such power
may be exercised by the Collateral Agent at any time following the Enforcement Date.
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10.3
    
    Restrictions on exercise of power of saleSection 103 of the LPA shall not apply to this Debenture and the power of sale arising under
the LPA shall arise on the execution of this Debenture (and the Secured Liabilities shall be
deemed to have become due and payable for that purpose). The power of sale and other powers
conferred by Section 101 of the LPA as varied or extended by this Debenture and those powers
conferred (expressly or by reference) on a Receiver shall be immediately exercisable by the
Collateral Agent at any time on or after the Enforcement Date.10.4
    
    Leasing powersThe restrictions contained in Sections 99 to 100 of the LPA shall not apply to restrict the
rights of the Collateral Agent or any Receiver under this Debenture. The statutory powers
of leasing may be exercised by the Collateral Agent or any Receiver upon and following the
Enforcement Date and the Collateral Agent and any Receiver may make any lease or agreement
for lease and/or accept any surrenders of leases and/or grant options on such terms as it
sees fit without the need to comply with the aforementioned restrictions.10.5
    
    No prior notice neededThe powers of the Collateral Agent set out in Clauses 10.2 (Restrictions on consolidation of
mortgages) to 10.4 (Leasing powers) may be exercised by the Collateral Agent without prior
notice to the Company.10.6
    
    Right of appropriation
 (a)
    
    Without prejudice to the other provisions of this Debenture, to the extent that
any of the Charged Assets constitute financial collateral, and this Debenture and the
obligations of the Company hereunder constitute a security financial collateral
agreement (in each case as defined in, and for the purposes of, the Financial
Collateral Arrangements (No. 2) Regulations 2003 (SI 2003/3226) (the Regulations),
the Collateral Agent shall at any time on and after the Enforcement Date have the right
to appropriate all or any part of those Charged Assets in or towards discharge of the
Secured Liabilities. For this purpose, the parties agree that the value of any such
Charged Assets so appropriated shall be the market price of such Charged Assets at the
time the right of appropriation is exercised as determined by the Collateral Agent by
reference to such method or source of valuation as the Collateral Agent may select,
including by independent valuation. The Parties agree that the methods or sources of
valuation provided for in this Clause 10.6 (Right of appropriation) or selected by the
Collateral Agent in accordance with this Clause 10.6 (Right of appropriation) shall
constitute a commercially reasonable method of valuation for the purposes of the
Regulations.(b)
    
    The Collateral Agent shall notify the Company as soon as reasonably practicable
of the exercise of its rights of appropriation as regards such of the Charged Assets as
are specified in such notice.
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11.
    
    EXONERATION11.1
    
    ExonerationNo Secured Creditor shall, nor shall any Receiver, by reason of it or the Receiver entering
into possession of the Charged Assets or any part thereof, be liable to account as mortgagee
in possession or be liable for any loss or realisation or for any default or omission for
which a mortgagee in possession might be liable. Every Receiver duly appointed by the
Collateral Agent under this Debenture shall for all purposes be deemed to be in the same
position as a receiver duly appointed by a mortgagee under the LPA save to the extent that
the provisions of that Act are varied by or are inconsistent with the provisions of this
Debenture when the provisions of this Debenture shall prevail and every such Receiver and
the Collateral Agent shall in any event be entitled to all the rights, powers, privileges
and immunities conferred by the LPA on mortgagees and receivers duly appointed under the
LPA.11.2
    
    IndemnityThe Collateral Agent and every Receiver, attorney, delegate, manager, agent or other person
appointed by the Collateral Agent hereunder shall be entitled to be indemnified out of the
Charged Assets or any part thereof in respect of all liabilities and expenses incurred by it
or him in the execution of any of the powers, authorities or discretions vested in it or him
pursuant to this Debenture and against all actions, proceedings, costs, claims and demands
in respect of any matter or thing done or omitted in any way relating to the Charged Assets
or any part of them other than such liabilities, expenses, actions, proceedings, costs,
claims or demands incurred or suffered as a result of the fraud or gross negligence (in each
case as determined by a court of competent jurisdiction in a final and non-appealable
decision) of the Collateral Agent or any Receiver, attorney, delegate, manager, agent or
other person appointed by the Collateral Agent. The Collateral Agent and any such Receiver
may retain and pay all sums in respect of which it is indemnified out of any monies received
by it under the powers conferred by this Debenture.12.
    
    APPOINTMENT OF RECEIVER OR ADMINISTRATOR12.1
    
    Appointment
 (a)
    
    At any time on or after the Enforcement Date, or at the request of the Company
or its directors, the Collateral Agent may, without prior notice to the Company, in
writing (under seal, by deed or otherwise under hand) appoint:
 (i)
    
    a Receiver in respect of the Charged Assets or any part thereof
and may in like manner from time to time (and insofar as it is lawfully able to
do) remove any Receiver and appoint another in his stead; or(ii)
    
    one or more persons to be an Administrator in accordance with
paragraph 14 of Schedule B1 to the Insolvency Act 1986.
 (b)
    
    Nothing in Clause 13.1 (Powers) shall restrict the exercise by any Secured
Creditor of any one or more rights of a Secured Creditor under Schedule B1 to the
Insolvency Act 1986 and the rules thereunder or at common law.
 28




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12.2
    
    More than one receiverWhere more than one Receiver is appointed, each joint Receiver shall have the power to act
severally, independently of any other joint Receiver, except to the extent that the
Collateral Agent may specify to the contrary in the appointment.12.3
    
    Receiver as agentA Receiver shall be the agent of the Company which shall be solely responsible for his acts
or defaults and for his remuneration. No Receiver shall at any time act as agent of any
Secured Creditor.12.4
    
    Receivers remunerationSubject to section 36 of the Insolvency Act 1986, a Receiver shall be entitled to
remuneration for his services at a rate to be determined by the Collateral Agent from time
to time (and without being limited to any maximum rate specified by any statute or statutory
instrument). The Collateral Agent may direct payment of such remuneration out of moneys
accruing to the Receiver but the Company alone shall be liable for the payment of such
remuneration and for all other costs, charges and expenses of the Receiver.12.5
    
    Actions of the AdministratorSave as provided for in statute or as otherwise agreed in writing by the Collateral Agent,
the Secured Creditors shall have no liability for the acts or omissions of an Administrator.13.
    
    RECEIVERS POWERS13.1
    
    PowersA Receiver shall have (and be entitled to exercise) in relation to the Charged Assets over
which he is appointed the following powers (as the same may be varied or extended by the
provisions of this Debenture):
 (a)
    
    all of the powers of a receiver or an administrative receiver set out in
Schedule 1 to the Insolvency Act 1986 (whether or not the Receiver is an administrative
receiver);(b)
    
    all of the powers conferred from time to time on receivers, mortgagors and
mortgagees in possession by the LPA or any applicable law;(c)
    
    all the powers and rights of a legal and beneficial owner and the power to do
or omit to do anything which the Company itself could do or omit to do; and(d)
    
    the power to do all things which, in the opinion of the Receiver, are
incidental to any of the powers, functions, authorities or discretions conferred or
vested in the Receiver pursuant to this Debenture or upon receivers by statute or law
generally (including, without limitation, the bringing or defending of proceedings in
the name of, or on behalf of, the Company, the collection and/or realisation of Charged
Assets in such manner and on such terms as the
 29




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Receiver sees fit; and the execution of documents in the name of the Company
(whether under hand, or by way of deed or by utilisation of the company seal of the
Company)).
 13.2
    
    Powers may be restrictedThe powers granted to a Receiver pursuant to this Debenture may be restricted by the
instrument (signed by the Collateral Agent) appointing him but they shall not be restricted
by any winding-up or dissolution of the Company.14.
    
    PROTECTION OF PURCHASERS14.1
    
    Absence of enquiryNo person or persons dealing with the Collateral Agent or any Receiver shall be concerned to
enquire whether any event has happened upon which any of the powers in this Debenture are or
may be exercisable or otherwise as to the propriety or regularity of any exercise of such
powers or of any act purporting or intended to be an exercise of such powers or whether any
amount remains secured by this Debenture or whether the Secured Liabilities have become
payable or as to the application of any money paid to the Collateral Agent or any Receiver,
Administrator or Delegate. All the protections to purchasers and persons dealing with
receivers contained in sections 104, 107 and 109(4) of the LPA shall apply to any person
purchasing from or dealing with the Collateral Agent or any such Receiver.14.2
    
    Receipt: conclusive dischargeThe receipt of the Collateral Agent or any Receiver shall be a conclusive discharge to any
purchaser of the Charged Assets.15.
    
    POWER OF ATTORNEY AND DELEGATION15.1
    
    Power of Attorney: GeneralThe Company hereby irrevocably and by way of security appoints the Collateral Agent and any
Receiver and any Delegate severally to be its attorney in its name and on its behalf and as
its act and deed:
 (a)
    
    to execute and deliver any documents or instruments which the Collateral Agent
or such Receiver may require for perfecting the title of the Collateral Agent to the
Charged Assets or for vesting the same in the Collateral Agent, its nominee or any
purchaser,(b)
    
    to sign, execute, seal and deliver and otherwise perfect any further security
document which the Company is required to enter into pursuant to this Debenture; and(c)
    
    otherwise generally to sign, seal, execute and deliver all deeds, assurances,
agreements and documents and to do all acts and things which (i) may be required for
the full exercise of all or any of the powers conferred on the Collateral Agent or any
Receiver under this Debenture; (ii) the Company is required to do pursuant to this
Debenture; or (iii) may be deemed expedient by
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the Collateral Agent or a Receiver in connection with (A) any preservation,
disposition, realisation or getting in by the Collateral Agent or such Receiver of
the Charged Assets or any part thereof or (B) any other exercise of any other power
under this Debenture.
 The Collateral Agent confirms that it will only exercise the rights set out in Clause 15.1
following the occurrence of a Default or Event of Default under the Credit Documents.15.2
    
    Power of Attorney: RatificationThe Company ratifies and confirms and agrees to ratify and confirm all acts and things which
any attorney mentioned in this Clause 15 (Power of attorney and delegation) does or purports
to do in exercise of the powers granted by this Clause. All moneys expended by any such
attorney shall be deemed to be expenses incurred by the Collateral Agent under this
Debenture.15.3
    
    General delegation
 (a)
    
    The Collateral Agent and any Receiver (acting in good faith) shall have full
power to delegate the powers, authorities and discretions conferred on it or him by
this Debenture (including the power of attorney) on such terms and conditions as it or
he shall see fit which shall not preclude exercise of those powers, authorities or
discretions by it or him or any revocation of the delegation or any subsequent
delegation.(b)
    
    Any such delegation may be made upon such terms, consistent with the terms of
the Credit Documents (including power to sub-delegate) as the Collateral Agent may
think fit.(c)
    
    Save in the case of gross negligence or wilful misconduct (in each case as
determined by a court of competent jurisdiction in a final and non-appealable decision)
by the Collateral Agent in the exercise of its right to delegate, the Collateral Agent
shall not be in any way liable to the Company or any other person for any losses,
liabilities or expenses arising from any act, default, omission or misconduct on the
part of any Delegate.
 16.
    
    APPLICATION OF MONIES RECEIVED UNDER THIS DEBENTURE16.1
    
    Order of applicationAny monies received under the powers hereby conferred shall, subject to the repayment of any
claims or debts having priority to this Debenture, be applied for the purposes and in the
order of priority provided for in:
 (a)
    
    prior to execution of the Intercreditor Agreement, section 9 (Events of
Default) of the Credit Agreement; and(b)
    
    following execution of the Intercreditor Agreement, the relevant provision in
the Intercreditor Agreement relating to application of proceeds received under the
Credit Documents.
 31




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16.2
    
    Suspense accountThe Collateral Agent may credit any monies received under this Debenture to an
interest-bearing suspense account for so long and in such manner as the Collateral Agent may
from time to time determine and the Receiver may retain the same for such period as he and
the Collateral Agent consider appropriate.17.
    
    RELEASE OF SECURITY17.1
    
    ReleaseThe Collateral Agent shall, at the request and cost of the Company, execute or procure the
execution by its nominee of any documents (in each case in a form acceptable to the
Collateral Agent, acting reasonably) and do all such deeds, acts and things as are necessary
to release the Charged Assets from the Security created by or in accordance with this
Debenture and/or to reassign the Charged Assets at the end of the Security Period.17.2
    
    Avoidance of payments
 (a)
    
    No amount paid, repaid or credited to a Secured Creditor shall be deemed to
have been irrevocably paid if the Collateral Agent (acting reasonably) considers that
the payment or credit of such amount is capable of being avoided or reduced because of
any laws applicable on bankruptcy, insolvency, liquidation or any similar laws.(b)
    
    If any amount paid, repaid or credited to a Secured Creditor is avoided or
reduced because of any laws applicable on bankruptcy, insolvency, liquidation or any
similar laws then any release, discharge or settlement between that Secured Creditor
and the Company shall be deemed not to have occurred and the Secured Creditors shall be
entitled to enforce this Debenture subsequently as if such release, discharge or
settlement had not occurred and any such payment had not been made. The Company shall
on demand indemnify the Collateral Agent against any funding or other cost, loss,
liability or expense incurred by the Collateral Agent as a result of the Collateral
Agent being required for any reason to refund all or part of any amount received by it
in respect of any of the Secured Liabilities.
 18.
    
    POWER OF SEVERANCEIn the exercise of the powers conferred by this Debenture, the Collateral Agent or any
Receiver may sever and sell plant, machinery or other fixtures separately from the property
to which they may be annexed and the Collateral Agent or any Receiver may apportion any rent
or other amount without the consent of the Company.19.
    
    NEW ACCOUNTSIf a Secured Creditor receives notice of any subsequent charge or other interest affecting
any part of the Charged Assets it may, without prejudice to its rights under this Debenture,
open a fresh account or accounts with the Company and continue any existing account in the
name of the Company and may appropriate to any such fresh account any monies paid in,
received or realised for the credit of the Company after
 32




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that time without being under any obligation to apply the same or any part of them in
discharge of any of the Secured Liabilities. If a Secured Creditor fails to open a fresh
account it will be deemed to have done so with the effect that any monies received or
realised after that time will not reduce the Secured Liabilities at the time when that
Secured Creditor received notice.
 20.
    
    MISCELLANEOUS20.1
    
    The CompanyThis Debenture shall be binding on the successors and assigns of the Company.20.2
    
    Assignment and transferThe Company may not assign or transfer any of its rights or obligations under this Debenture
without the prior consent of each Lender. The Collateral Agent may assign and transfer all
or any part of its rights and obligations under this Debenture to any replacement Collateral
Agent appointed pursuant to the terms of the Credit Agreement.20.3
    
    DisclosureThe Collateral Agent may disclose to any of its Affiliates and any other person:
 (a)
    
    which is one of its professional advisers;(b)
    
    to (or through) whom a Secured Creditor assigns or transfers (or may
potentially assign or transfer) all or any of its rights and obligations under this
Debenture and/or the Credit Agreement;(c)
    
    which is a Receiver, prospective Receiver or Administrator;(d)
    
    (together with professional advisers) who may have an interest in the benefits
arising under this Debenture;(e)
    
    to whom, and to the extent that, information is required to be disclosed by any
applicable law or regulation; or(f)
    
    any other person not expressly referred to in sub-paragraphs (a) to (e) above
but otherwise described in section 11.16 (Confidentiality) of the Credit Agreement,
 any information about the Company, the Credit Documents or this Debenture as the Collateral
Agent shall consider appropriate if, in relation to Clause 20.3(b), the person to whom the
information is to be given has entered into a Confidentiality Undertaking.20.4
    
    PropertyThis Debenture is and will remain the property of the Collateral Agent.
 33




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20.5
    
    Continuing Security
 (a)
    
    This Debenture shall be a continuing security and shall not be discharged by
any intermediate payment or satisfaction of the whole or any part of the Secured
Liabilities.(b)
    
    If any purported obligation or liability of any Credit Party to the Secured
Creditors which if valid would have been the subject of any obligation or charge
created by this Debenture is or becomes unenforceable, invalid or illegal on any ground
whatsoever whether or not known to any Secured Creditor, the Company shall nevertheless
be liable in respect of that purported obligation or liability as if the same were
fully valid and enforceable and the Company was the principal debtor in respect
thereof. The Company hereby agrees to keep Secured Creditors fully indemnified against
all damages, losses, costs and expenses arising from any failure of any Credit Party to
carry out any such purported obligation or liability.
 20.6
    
    Waiver of defencesThe obligations of the Company under this Debenture will not be affected by an act,
omission, matter or thing (other than a release of this Debenture in writing pursuant to
Clause 17 (Release of Security)) which would reduce, release or prejudice any of its
obligations (without limitation and whether or not known to it or any Secured Creditor)
including:
 (a)
    
    any time, waiver or consent granted to, or composition with, the Company, any
Credit Party or any other person;(b)
    
    the release of any Credit Party or any other person under the terms of any
composition or arrangement with any creditor of any person;(c)
    
    the taking, variation, compromise, exchange, renewal or release of, or refusal
or neglect to perfect, take up or enforce, any rights against, or security over assets
of, the Company, any Credit Party or any person or any non-presentation or
non-observance of any formality or other requirement in respect of any instrument or
any failure to realise the full value of any security;(d)
    
    any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of any person;(e)
    
    any amendment (however fundamental) or replacement of a Credit Document or any
other document or security;(f)
    
    any unenforceability, illegality or invalidity of any obligation of any person
under any Credit Documents or any other document or security; or(g)
    
    any insolvency or similar proceedings.(h)
    
    Any Secured Creditor disclosing to the Company any information relating to the
business, assets, financial condition or prospects of any other Credit Party
 34




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now or hereafter known to such Secured Creditor (the Company waiving any duty on the
part of the Secured Creditors to discuss such information);(i)
    
    the existence of any claim, set-off or other right which the Company may at any
time have against the Collateral Agent or any other person; or(j)
    
    the making or absence of any demand for payment of any Secured Liabilities or
other obligations on the Company or any other person, whether by the Collateral Agent
or any other person.
 20.7
    
    Non competition
 (a)
    
    Until the expiry of the Security Period and unless the Collateral Agent
otherwise directs, the Company will not exercise any rights which it may have by reason
of performance by it of its obligations under this Debenture:
 (i)
    
    to be indemnified by any Credit Party (including any rights it
may have by way of subrogation);(ii)
    
    to claim any contribution from any guarantor of any Credit
Party of the obligations under the Credit Documents;(iii)
    
    to take the benefit (in whole or in part and whether by way of
subrogation or otherwise) of any right of the Collateral Agent or any of the
other Secured Creditors under any Credit Documents or of any other guarantee or
security taken pursuant to, or in connection with, the Credit Documents;(iv)
    
    to claim, rank, prove or vote as a creditor of any Credit Party
or its estate in competition with the Collateral Agent or any of the other
Secured Creditors; and/or(v)
    
    to receive, claim or have the benefit of any payment,
distribution or security from or on account of any Credit Party, or exercise
any right of set-off against any Credit Party.
 (b)
    
    The Company shall hold on trust for and immediately pay or transfer to the
Collateral Agent any payment or distribution or benefit of security received by it
contrary to this Clause 20.7.
 20.8
    
    Additional SecurityThis Debenture shall be in addition to and not be affected by any other Security or
guarantee now or hereafter held by a Secured Creditor for all or any part of the Secured
Liabilities nor shall any such other Security or guarantee of liability to a Secured
Creditor of or by any person not a Party be in any way impaired or discharged by this
Debenture nor shall this Debenture in any way impair or discharge such other Security or
guarantee.
 35




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20.9
    
    Variation of SecurityThis Debenture shall not in any way be affected or prejudiced by any Secured Creditor now or
hereafter dealing with, exchanging, releasing, varying or abstaining from perfecting or
enforcing any Security or guarantee referred to in Clause 20.8 (Additional Security) above
or any rights which any Secured Creditor may now or hereafter have or giving time for
payment or granting any indulgence or compounding with any person whatsoever.20.10
    
    Enforcement of other SecurityNo Secured Creditor shall be obliged to enforce any other Security it may hold for, or
exercise any other rights it may have in relation to, the Secured Liabilities before
enforcing any of its rights under this Debenture.20.11
    
    Redemption of prior SecurityThe Collateral Agent may redeem or take a transfer of any prior Security over the Charged
Assets and may agree the accounts of prior encumbrancers. An agreed account shall be
conclusive and binding on the Company. Any amount paid in connection with such redemption
or transfer (including expenses) shall be paid on demand by the Company to the Collateral
Agent and until such payment shall form part of the Secured Liabilities.20.12
    
    CustodyThe Collateral Agent shall be entitled to keep all certificates and documents of title
relating to the Charged Assets in safe custody at any of its branches or otherwise provide
for their safe custody by third parties and shall not be responsible for any loss or damage
occurring to or in respect thereof unless such loss or damage shall be caused by its own
gross negligence or wilful default.20.13
    
    Costs and expenseSave to the extent that the same has been recovered pursuant to section 11.01 (Payment of
expenses, etc.) of the Credit Agreement, the Company shall, within three Business Days of
demand, pay to the Collateral Agent, any Receiver, attorney, manager, agent or other person
appointed by the Collateral Agent under this Debenture the amount of all costs and expenses
(including legal fees) incurred by that Collateral Agent, Receiver, attorney, manager, agent
or other person (as the case may be) in connection with (i) the perfection, preservation,
enforcement or attempted enforcement, of the Security created by or contemplated by this
Debenture and/or (ii) the exercise of any rights under this Debenture.21.
    
    NOTICES21.1
    
    Communications in writingAny communication to be made under or in connection with this Debenture shall be made in
writing and, unless otherwise stated, may be made by fax or letter.
 36




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21.2
    
    AddressesThe address and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of the Company and the Collateral Agent for any communication
or document to be made or delivered under or in connection with this Debenture is that
identified with its name below:
 CompanyAddress:
    
    Endeavour Energy UK Limited114 St. Martins LaneLondon WC2N 4BEEnglandFor the Attention of:
    
    Mike KirkseyFax Number:
    
    +44 207 451 2352Email:
    
    Mike.Kirksey@endeavourcorp.comWith a copy to:
    
    Endeavour International Corporation1001 Fannin Street, Suite 1600Houston, Texas 77002United States of AmericaFor the Attention of:
    
    Mike Kirksey / Cathy StubbsFax Number:
    
    +1 713 307 8794Email:
    
    Mike.Kirksey@endeavourcorp.com /Cathy.Stubbs@endeavourcorp.comCollateral AgentAddress:
    
    Cyan Partners, LP399 Park Avenue39th FloorNew York 10022United States of AmericaFax Number:
    
    +1 212 380 5871For the Attention of:
    
    Divya Gopal
 or any substitute address, fax number or department or officer as the Company may notify to
the Collateral Agent or, as the case may be, the Collateral Agent may notify to the Company,
in each case by not less than five Business Days notice.21.3
    
    Delivery
 (a)
    
    Any communication or document made or delivered by one person to another under
or in connection with this Debenture will only be effective:
 37




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(i)
    
    if by way of fax, when received in legible form; or(ii)
    
    if by way of letter, when it has been left at the relevant
address or five Business Days after being deposited in the post postage prepaid
in an envelope addressed to it at that address,
 and, if a particular department or officer is specified as part of its address
details provided under Clause 21.2 (Addresses), if addressed to that department or
officer.(b)
    
    Any communication or document to be made or delivered to the Collateral Agent
will be effective only when actually received by it and then only if it is expressly
marked for the attention of the department or officer identified with the Collateral
Agents name in Clause 21.2 (Addresses) (or any substitute department or officer as it
shall specify for this purpose).
 22.
    
    CERTIFICATES AND DETERMINATIONSAny certificate or determination by the Collateral Agent of a rate or amount under this
Debenture is, in the absence of manifest error, conclusive evidence of the matters to which
it relates.23.
    
    PARTIAL INVALIDITYIf, at any time, any provision of this Debenture is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way be
affected or impaired.24.
    
    COUNTERPARTSThis Debenture may be executed in any number of counterparts, and this has the same effect
as if the signatures on the counterparts were on a single copy of this Debenture.25.
    
    THIRD PARTIESSave as expressly stated in this Debenture, a person who is not a Party to this Debenture
has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy
the benefit of any term of this Debenture.26.
    
    GOVERNING LAWThis Debenture and any dispute or claim arising out of or in connection with it or its
subject matter, existence, negotiation, validity, termination or enforceability (including
any non-contractual disputes or claims) shall be governed by and construed in accordance
with English law.
 38




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27.
    
    ENFORCEMENT27.1
    
    Jurisdiction
 (a)
    
    The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Debenture (including a dispute regarding the
existence, validity or termination of this Debenture or any non-contractual obligation
arising out of or in connection with this Debenture) (a Dispute).(b)
    
    The Parties agree that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no Party will argue to the
contrary.(c)
    
    This Clause 27.1 (Jurisdiction) is for the benefit of the Secured Creditors
only. As a result, no Secured Creditor shall be prevented from taking proceedings
relating to a Dispute in any other courts with jurisdiction. To the extent allowed by
law, the Secured Creditors may take concurrent proceedings in any number of
jurisdictions.
 27.2
    
    Waiver of immunityThe Company irrevocably and unconditionally:
 (a)
    
    agrees not to claim any immunity from proceedings brought by a Secured Creditor
against it in relation to a Credit Document and to ensure that no such claim is made on
its behalf;(b)
    
    consents generally to the giving of any relief or the issue of any process in
connection with those proceedings; and(c)
    
    waives all rights of immunity in respect of it or its assets.
 IN WITNESS
 39




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SCHEDULE 1
FORM OF NOTICES
 Headed notepaper of the Company
 BY REGISTERED MAIL
 relevant counterparty
 
  Notice of [Assignment]/[Charge]
  Debenture  Assignation  Charge Company Collateral Agent Assigned Property Charged Property
  1.
    
    [on written request from the Collateral Agent to make all payments due to us in respect of
the [Assigned Property]/[Charged Property] to the Collateral Agent instead at [details] unless
and until the Collateral Agent notifies you otherwise];2.
    
    to disclose to the Collateral Agent such information regarding the [Assigned
Property]/[Charged Property] as it may from time to time reasonably request and to send copies
of all notices relating to the Assigned Property to the Collateral Agent; and3.
    
    to pay all proceeds payable under the insurance policies described in the Annexure to this
notice into [Insurance Account details to be inserted]1.
   1.
    
    have not received any other notice of the interest of any third party relating to the
[Assigned Property]/[Charged Property];2.
    
    are not aware of any dispute between ourselves and yourselves relating to the [Assigned
Property]/[Charged Property]; and
 
 1
    
    Delete if not applicable. 40




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##### 



3.
    
    shall not raise any set off, defence or counter claim against the Collateral Agent in respect
of any payments now or in future expressed to be payable under the [Assigned
Property]/[Charged Property].
   Yours faithfullyfor and on behalf ofEndeavour Energy UK Limited 41




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Annex
 description
 42




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##### 



On copy of Notice
 Collateral Agent the Company
 
  Notice of [Assignment]/[Charge]
  Yours faithfullyduly authorised signatory for and onbehalf of [relevant counterparty] 43




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SCHEDULE 2
PROJECT AGREEMENTS
 1.
    
    The joint operating agreement for P.592 Block 20/4b dated 2 September 1999;2.
    
    The Goldeneye unitisation and unit operating agreement dated 15 March 2002;3.
    
    The joint operating agreement for P.361 Block 29/1b dated 23 November 1988;4.
    
    The Triton joint facilities operating agreement dated 14 April 2000;5.
    
    The Bittern unitisation and unit operating agreement dated 23 January 2002;6.
    
    The joint operating agreement for P.213 Block 16/26a (Area A  Alba Field Area)
dated 10 October 1990;7.
    
    The joint operating agreement for P.218 and P.588 Blocks 15/21f and 15/21b dated 13
August 1987 (as it applies to the Ivanhoe Area, the Rob Roy Area and the Hamish Area by
virtue of a Supplemental Agreement dated 31 December 1987);8.
    
    The joint operating agreement for P.226 Block 15/27 dated 21 January 1998 as it applies
in the manner of a separate contract to Area A  Renee (as described in the agreement
entitled Amendment to the Joint Operating Agreement for United Kingdom Petroleum
Production Licence P.226 for Block 15/27 dated 25 February 2000 (the Amendment
Agreement));9.
    
    The joint operating agreement for P.226 Block 15/27 dated 21 January 1998 (as amended
under the terms of the Amendment Agreement) as it applies in the manner of a separate
contract to Area Beta  Rochelle (as defined in an agreement dated 23 December 2009
entitled Amendment to the Joint Operating Agreements for United Kingdom Petroleum
Production Licence P.226 for Block 15/27 Area B and United Kingdom Petroleum Production
Licence P.226 for Block 15/27 Area C under which Areas B and C (each as defined in the
Amendment Agreement) were merged and a new Area Beta was created);10.
    
    The joint operating agreement for P.339 Block 15/28b (Rubie Field Area) dated 26
January 1999;11.
    
    The joint operating agreement for P.219 Block 16/13a & 16/13e  Enoch dated 7 March
1986;12.
    
    The Enoch unitisation and unit operating agreement dated 1 July 2005;13.
    
    The Enoch PL Transport and Processing Agreement dated 24 February 2006;14.
    
    The joint operating agreement for P.1055 Blocks 44/11a and 44/12a Cygnus dated 23
September 2004;15.
    
    The joint operating agreement for P.1314 Block 23/16f  Columbus dated 27 September
2006;
 44




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##### 



16.
    
    The joint operating agreement for P.255 Block 22/06a North  Bacchus dated 15
September 2006;17.
    
    The Petroleum Production Licence P.592 dated 3 June 1987;18.
    
    The Petroleum Production Licence P.361 dated 16 December 1980;19.
    
    The Petroleum Production Licence P.213 dated 15 March 1972;20.
    
    The Petroleum Production Licence P.218 dated 15 March 1972;21.
    
    The Petroleum Production Licence P.588 dated 3 June 1987;22.
    
    The Petroleum Production Licence P.226 dated 15 March 1972;23.
    
    The Petroleum Production Licence P.339 dated 16 December 1980;24.
    
    The Petroleum Production Licence P.219 dated 15 March 1972;25.
    
    The Petroleum Production Licence P.1055 dated 26 July 2002;26.
    
    The Petroleum Production Licence P.1314 dated 22 December 2005;27.
    
    The Petroleum Production Licence P.255 dated 30 November 1977;28.
    
    The Petroleum Production Licence P.1731 dated 15 June 2010;29.
    
    Any licence which is issued in substitution or replacement of any of the licences
referred to in paragraphs 17 to 28 above; and30.
    
    Any other agreements to which the Company is a party that are drafted in terms whereby
any Security created under this Debenture is expressly subordinated to the rights of the
counterparties to such agreements.
 45




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##### 



SIGNED AS A DEED
    
    
    )for and on behalf of
    
    
    )ENDEAVOUR ENERGY UK LIMITED
    
    
    )
    
    
    ENDEAVOUR ENERGY UK LIMITEDbyacting by
    
    
    )of 1001 Fannin Street, Suite 1600, Houston,
    
    
    )Texas 77002, United States of America
    
    
    )in the exercise of a power of attorney
    
    
    )dated 3 August 2010 granted by
    
    
    )ENDEAVOUR ENERGY UK LIMITED
    
    
    )In the presence of:Signature of witnessName of witness(in BLOCK CAPITALS)Address of WitnessSIGNEDby
    
    
    ))for and on behalf of
    
    
    )CYAN PARTNERS, LP
    
    
    )
 46




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##### 



Exhibit F-3
 (WHITE & CASE LOGO)
    EXECUTION COPY
  CHARGE OVER SHARES
  ENDEAVOUR ENERGY UK LIMITED
  CYAN PARTNERS, LP




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##### 



TABLE OF CONTENTS
 Page1.
    
    DEFINITIONS, CONSTRUCTION AND INCORPORATION OF TERMS
    
    
    12.
    
    COVENANTS TO PAY
    
    
    53.
    
    SECURITY
    
    
    54.
    
    FURTHER ASSURANCE
    
    
    55.
    
    UNDERTAKINGS WITH RESPECT TO THE SECURITIES
    
    
    66.
    
    FURTHER UNDERTAKINGS
    
    
    77.
    
    RIGHTS OF THE COLLATERAL AGENT
    
    
    108.
    
    EXONERATION
    
    
    119.
    
    APPOINTMENT OF RECEIVER
    
    
    1210.
    
    RECEIVERS POWERS
    
    
    1211.
    
    PROTECTION OF PURCHASERS
    
    
    1312.
    
    POWER OF ATTORNEY AND DELEGATION
    
    
    1313.
    
    APPLICATION OF MONIES RECEIVED UNDER THIS DEED
    
    
    1414.
    
    RELEASE OF SECURITY
    
    
    1515.
    
    NEW ACCOUNTS
    
    
    1516.
    
    MISCELLANEOUS
    
    
    1617.
    
    NOTICES
    
    
    1918.
    
    CERTIFICATES AND DETERMINATIONS
    
    
    2119.
    
    PARTIAL INVALIDITY
    
    
    2120.
    
    COUNTERPARTS
    
    
    2121.
    
    THIRD PARTIES
    
    
    2122.
    
    GOVERNING LAW
    
    
    2123.
    
    ENFORCEMENT
    
    
    21
 (i)




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##### 



THIS DEED
 BETWEEN:
 (1)
    
    ENDEAVOUR ENERGY UK LIMITED(a company registered in England and Wales with registration
number 5030838) whose registered office is at 33rd Floor, City Point, One Ropemaker
St, London EC2Y 9UE (the Company); and(2)
    
    CYAN PARTNERS, LPas agent and trustee for itself and each of the other Secured Creditors
(the Collateral Agent).
 IT IS AGREED
 1.
    
    DEFINITIONS, CONSTRUCTION AND INCORPORATION OF TERMS1.1
    
    Definitions
 (a)
    
    Terms defined in the Credit Agreement shall, unless otherwise defined in this
Deed or unless a contrary intention appears, bear the same meaning when used in this
Deed and the following terms shall have the following meanings:Confidentiality Undertaking has the meaning given to such term in the Debenture.Credit Agreement means the term loan credit agreement dated on or about the date
of this Deed between (among others) the Company and the Administrative Agent (as
amended, modified, restated or supplemented from time to time).Debenture means the debenture dated on or about the date of this Deed between
Endeavour Energy UK Limited and the Collateral Agent.Enforcement Date means the date on which a notice is issued by the Administrative
Agent to the Borrower under section 9 (Events of Default) of the Credit Agreement
upon the occurrence of an Event of Default which is continuing.Group has the meaning given to it in the Debenture.LPA means the Law of Property Act 1925.Receiver means any person appointed by the Collateral Agent to be a receiver or
receiver and manager or administrative receiver of any property subject to the
Security created by this Deed or any part thereof.Related Property Rights means, in relation to any property or asset:
 (a)
    
    the proceeds of sale and/or other realisation of that property
or asset (or any part thereof or interest therein);




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##### 



(b)
    
    all Security, options, agreements, rights, benefits,
indemnities, guarantees, warranties or covenants for title held by the Company
in respect of such property or asset; and(c)
    
    all the Companys rights under any agreement in respect of such
property or asset.
 Related Securities Rights means all allotments, rights, benefits and advantages
(including all voting rights) whatsoever at any time accruing, offered or arising in
respect of or incidental to the Securities and all money or property accruing or
offered at any time by way of conversion, redemption, bonus, preference, option,
dividend, distribution, interest or otherwise in respect of the Securities.Secured Creditors has the meaning given to it in the U.S. Security Agreement.Secured Liabilities has the meaning given to it in the Debenture (except that
references to this Debenture shall be construed as references to this Deed).Securities means all of the Companys right, title, benefit and interest in all
stocks, shares, bonds, notes, warrants and other securities of any kind whatsoever
now or in the future legally or beneficially owned by the Company in Endeavour North
Sea Limited whether in bearer or registered form and all Related Securities Rights
whether the same are held directly by or to the order of the Company or by any
trustee, fiduciary, clearance system, custody system or custodian on its behalf or
whether the same have been delivered to or to the order of the Collateral Agent or
its nominee including all Related Securities Rights, all Related Property Rights and
all rights against any such trustee, fiduciary, clearance system or other person
holding such to the order of the Company.Security means a mortgage, charge, pledge, lien or other security interest
securing any obligation of any person or any other agreement or arrangement having
similar effect.Security Period means the period from the date of this Deed until the date on
which the Collateral Agent has determined that all of the Secured Liabilities
(whether actual or contingent) have been irrevocably and unconditionally paid and
discharged in full and no further Secured Liabilities are capable of being
outstanding.(b)
    
    Unless a contrary intention appears, words defined in the Companies Act 2006
have the same meanings in this Deed.
 1.2
    
    ConstructionUnless a contrary indication appears, any reference in this Deed to:
 2




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##### 



(a)
    
    the Collateral Agent, a Secured Creditor, a Credit Party or the Company
shall be construed so as to include its successors in title, permitted assigns and
permitted transferees;(b)
    
    assets includes present and future properties, revenues and rights of every
description;(c)
    
    a person includes any individual, firm, company, corporation, government,
state or agency of a state or any association, trust, joint venture, consortium or
partnership (whether or not having separate legal personality) or two or more of the
foregoing;(d)
    
    a regulation includes any regulation, rule, official directive, request or
guideline (whether or not having the force of law but, if not having the force of law,
being of a kind that is normally complied with by those to whom it is addressed) of any
governmental, intergovernmental or supranational body, agency, department or
regulatory, self-regulatory or other authority or organisation;(e)
    
    a guarantee includes any form of indemnity or other assurance against
financial loss (including any obligation to pay, purchase or provide funds for the
purchase of any liability) and the verb to guarantee shall be construed accordingly;(f)
    
    a provision of law is a reference to that provision as amended or re-enacted;(g)
    
    any matter including specific instances or examples of such matter shall be
construed without limitation to the generality of that matter (and references to
include shall be construed accordingly);(h)
    
    a modification includes an amendment, supplement, novation, re-enactment,
restatement, variation, extension, replacement, modification or waiver or the giving of
any waiver, release, consent having the same commercial effect of any of the foregoing
(and modify shall be construed accordingly);(i)
    
    the winding-up, dissolution or administration of a person shall be
construed so as to include any equivalent or analogous proceedings under the law of the
jurisdiction in which such person is incorporated or established, or any jurisdiction
in which such person carries on business including the seeking of liquidation,
winding-up, reorganisation, dissolution, administration, arrangement, adjustment,
protection or relief of debtors; and(j)
    
    the words other, or otherwise and whatsoever shall not be construed
eiusdem generisor be construed as any limitation upon the generality of any preceding
words or matters specifically referred to.
 1.3
    
    Implied covenants for titleThe obligations of the Company under this Deed shall be in addition to the covenants for
title deemed to be included in this Deed by virtue of Part I of the Law of Property
(Miscellaneous Provisions) Act 1994.
 3




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##### 



1.4
    
    Effect as a DeedThis Deed is intended to take effect as a deed notwithstanding that the Collateral Agent may
have executed it under hand only.1.5
    
    Law of Property (Miscellaneous Provisions) Act 1989To the extent necessary for any agreement for the disposition of the Securities in this Deed
to be a valid agreement under Section 2(1) of the Law of Property (Miscellaneous Provisions)
Act 1989, the terms of the other Credit Documents are incorporated into this Deed.1.6
    
    Security trust provisionsThe Company agrees that the terms of clause 9 (Appointment of the Collateral Agent) of the
Debenture are incorporated into this Deed as if those terms were set out in full in this
Deed.1.7
    
    Intercreditor Agreement
 (a)
    
    Upon execution of the Intercreditor Agreement, this Deed will be subject to the
terms of the Intercreditor Agreement.(b)
    
    In the event of any inconsistency between a provision of this Deed and a
provision of the Intercreditor Agreement, the provision of the Intercreditor Agreement
will prevail.
 1.8
    
    Incorporation
 (a)
    
    Without prejudice to the application of any other provisions of the Credit
Agreement to this Deed (by reason of this Deed being a Credit Document for the purposes
of the Credit Agreement), sections 4.04 (Tax Gross-Up and Indemnities),11.02 (Right of
Setoff),11.05 (No Waiver; Remedies Cumulative),11.07 (Calculations; Computations),
11.09 (Counterparts),11.12 (Amendment or Waiver; etc.) and 11.19 (Judgment Currency)
of the Credit Agreement shall apply to this Deed, mutatis mutandis, as if the same had
been set out in full herein with references in such clauses to:
 (i)
    
    any Credit Party or Borrower being construed, if the
context so requires, as references to the Company (as defined herein);(ii)
    
    the Agreement being construed as references to this Deed;(iii)
    
    the parties or party being construed as references to the
parties or, as the case may be, a Party to this Deed;(iv)
    
    the Credit Documents being construed as (a) including this
Deed or (b) if the context so requires, as references specifically to this
Deed; and(v)
    
    in the context of section 4.04 (Tax Gross-Up and Indemnities)
of the Credit Agreement, the Administrative Agent or a Lender being,
 4




---



##### 



if the context so requires, construed, in each case, as references to the
Collateral Agent and, in the context of section 11.01(a)(ii) (Payment of
Expenses, etc.) of the Credit Agreement, the Administrative Agent or a
Lender being construed, in each case, as references to each Secured
Creditor, Receiver (as defined herein), attorney, manager, agent or other
person as may be appointed by the Collateral Agent under this Deed; and
 (b)
    
    A reference to Secured Liabilities includes any liabilities which would be
treated as such but for the liquidation of, or dissolution of, or similar event
affecting the Company.
 2.
    
    COVENANTS TO PAY2.1
    
    Covenant to pay Secured LiabilitiesThe Company covenants that it shall promptly on demand pay and discharge the Secured
Liabilities in accordance with the Credit Documents.2.2
    
    Potential invalidityNeither the covenant to pay in Clause 2.1 (Covenant to pay Secured Liabilities),nor the
Security created by this Deed shall extend to or include any liability or sum which would,
but for this Clause 2.2, cause such covenant, obligation or security to be unlawful under
any applicable law.3.
    
    SECURITYThe Company hereby charges to the Collateral Agent by way of first fixed charge with full
title guarantee and as a continuing security for the payment and discharge of the Secured
Liabilities all of the Companys rights to and title and interest from time to time in all
Securities.4.
    
    FURTHER ASSURANCEThe Company shall at its own expense promptly upon request by the Collateral Agent execute
(in such form as the Collateral Agent may reasonably require) such documents (including
assignments, transfers, mortgages, charges, notices and instructions) in favour of the
Collateral Agent or its nominees and do all such assurances and things as the Collateral
Agent may reasonably require for:
 (a)
    
    perfecting and/or protecting (by registration or in any other way) the Security
created or intended to be created by this Deed;(b)
    
    conferring upon the Collateral Agent such Security as it may require over the
assets of the Company outside of England and Wales which if in England or Wales would
form part of or be intended to form part of the Securities;(c)
    
    facilitating the realisation of all or any part of the Securities; and(d)
    
    for exercising all powers, authorities and discretions conferred on the
Collateral Agent or any Receiver pursuant to this Deed or by law.
 5




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##### 



5.
    
    UNDERTAKINGS WITH RESPECT TO THE SECURITIESThe Company undertakes to the Collateral Agent with respect to the Securities that it shall:5.1
    
    Negative Pledgeexcept as permitted by section 8.01 (Liens) of the Credit Agreement:
 (a)
    
    not create or allow to exist any Security on, over, or affecting, any of its
assets; and(b)
    
    procure that no member of the Group creates or allows to exist any Security on,
over, or affecting, any of its assets;
 5.2
    
    Disposalsexcept as permitted by section 8.02 (Consolidation, Merger, Purchase or Sale of Assets,
etc.) of the Credit Agreement not, either in a single transaction or in a series of
transactions and whether related or not, dispose of the Securities or any part of them;5.3
    
    Prejudicial actionnot do or cause or permit to be done anything which may in any way depreciate, jeopardise or
otherwise prejudice the value to the Collateral Agent of the Securities;5.4
    
    Consents and other necessary actiontake all such action as is available to it and is reasonably necessary for the purpose of
creating, perfecting or maintaining the Security created or intended to be created pursuant
to this Deed which shall include, without limitation, using reasonable endeavours to obtain
any necessary consent (in form and content satisfactory to the Collateral Agent, acting
reasonably) to enable all or any of the Securities to be mortgaged or charged pursuant to
this Deed. Immediately upon obtaining any necessary consent the asset concerned shall
become subject to the Security created by this Deed. The Company shall promptly deliver a
copy of each consent to the Collateral Agent;5.5
    
    Communicationspromptly deliver to the Collateral Agent a copy of every circular, notice, resolution,
minutes or other documents received by it in connection with the Securities; and5.6
    
    Nomineesnot appoint and has not appointed any nominee to exercise or enjoy all or any of its rights
in relation to the Securities.
 6




---



##### 



6.
    
    FURTHER UNDERTAKINGS6.1
    
    Deposit of title documentsThe Company shall (i) immediately upon the execution of this Deed and (ii) within three (3)
Business Days of the date of issuance by Endeavour North Sea Limited of any additional
Securities deposit with the Collateral Agent or its nominee:
 (a)
    
    all stock and share certificates and documents of, or evidencing, title or the
right to title relating to the Securities;(b)
    
    duly stamped stock transfer forms or other instruments of transfer duly
completed to the Collateral Agents satisfaction; and(c)
    
    such other documents as the Collateral Agent may require from time to time for
the purpose of perfecting its title to the Securities or for the purpose of vesting the
same in itself, its nominee or any purchaser or presenting the same for registration at
any time.
 6.2
    
    Registration of transfersThe Company shall procure that, as and when required by the Collateral Agent following the
Enforcement Date, all Securities which are in registered form are duly registered in the
name of the Collateral Agent or its nominee once a transfer relating to those Securities is
presented for that purpose.6.3
    
    InformationThe Company undertakes that it shall, promptly following receipt, deliver to the Collateral
Agent a copy of every document received by it or its nominees in connection with any of the
Securities or any issuer of those Securities.6.4
    
    Calls
 (a)
    
    The Company shall duly and promptly pay all calls, instalments or other
payments which may be due and payable in respect of the Securities and, for the
avoidance of doubt, no Secured Creditor shall incur any liability in respect of any
amounts due from the Company in respect of the Securities.(b)
    
    If the Company fails to comply with 6.4(a) above the Collateral Agent may pay
the calls or other payments on behalf of the Company. The Company must promptly on
request from the Collateral Agent reimburse the Collateral Agent for any such payment.
 6.5
    
    Dividends
 (a)
    
    Before the Enforcement Date, the Company shall be entitled to receive all
declared cash dividends or other monies which may be paid or payable in respect of the
Securities.(b)
    
    On and after the Enforcement Date, the Collateral Agent (or its nominee) shall
be entitled to complete all instruments of transfer in relation to the Securities
 7




---



##### 



of the Company on behalf of the Company in favour of itself or such other person it
shall elect and otherwise have any Securities registered in its name or in the name
of its nominees and receive all dividends or other monies which may be paid or
payable in respect of the Securities. The Company shall, to the extent that such
dividends or other monies have not been paid directly to the Collateral Agent (or
its nominee), take all steps as may be required to ensure that such dividends or
other monies are paid to the Collateral Agent (or its nominee). In any event, any
such dividends or other monies received by the Company shall, on and after the
Enforcement Date, be held on trust by the Company for the Collateral Agent (or its
nominee) and shall be paid to the Collateral Agent (or its nominee).
 6.6
    
    Voting Rights and other matters
 (a)
    
    Prior to the Enforcement Date and save as otherwise provided in this Clause
6.6, the Company shall exercise all voting rights in respect of the Securities provided
that the Company shall not exercise such voting rights in any manner which, in the
reasonable opinion of the Collateral Agent, may prejudice the interest of the Secured
Creditors in the Securities or in breach of any Credit Documents and may prejudice the
value of, or the ability of the Collateral Agent to realise, the Security over the
Securities created pursuant to this Deed.(b)
    
    The Company shall not, without the prior written consent of the Collateral
Agent, permit or agree to any variation of the rights attaching to or conferred by any
of the Securities, participate in any rights issue, elect to receive or vote in favour
of receiving any dividends or other distributions other than in the form of cash or
participate in any vote concerning a members voluntary winding-up or a compromise or
arrangement pursuant to sections 895-901 of the Companies Act 2006.(c)
    
    At any time on or after the Enforcement Date the Collateral Agent may in such
manner and on such terms as it sees fit (in the name of the Company or otherwise and
without the need for further consent from the Company):
 (i)
    
    exercise (or refrain from exercising) any voting rights in
respect of the Securities or, as the case may be, require the Company to
exercise (or refrain from exercising) any such voting rights in such manner as
it considers fit (including all powers given to trustees under Part II of the
Trustee Act 2000) in which event, the Company shall comply with all such
directions of the Collateral Agent; and/or(ii)
    
    complete all instruments of transfer in relation to the
Security of the Company on behalf of the Company in favour of itself or such
other person as it shall select and otherwise have any Security registered in
its name or the name of its nominee; and/or(iii)
    
    apply all dividends and other monies arising from the
Securities in accordance with Clause 13 (Application of monies received under
this Deed);and/or
 8




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##### 



(iv)
    
    without prejudice to any other provision of this Deed, transfer
the Securities into the name of a nominee or transferee of the Collateral Agent
as the Collateral Agent may require; and/or(v)
    
    exercise (or refrain from exercising) all or any of the powers
and rights conferred upon or exercisable by the legal or beneficial owner of
the Securities or as the case may be, require the Company to exercise (or
refrain from exercising) all or any such powers and rights in such manner as it
considers fit in which event, the Company shall comply with all such directions
of the Collateral Agent.
 (d)
    
    After the Enforcement Date, the Company shall:
 (i)
    
    comply or procure the compliance, with any directions of the
Collateral Agent in respect of the exercise of any rights and powers
exercisable in relation to such Security; and(ii)
    
    if the Collateral Agent so requests, promptly deliver to the
Collateral Agent a form of proxy or authority (in each case, in such form as
the Collateral Agent shall reasonably require) appointing such person as the
Collateral Agent shall elect to be the proxy of the Company or otherwise
enabling such person as the Collateral Agent shall select to exercise such
voting rights and other rights and powers as shall be specified (whether
generally or specifically) in the relevant notice.
 6.7
    
    RedemptionThe Company will not redeem or take any step to redeem any redeemable Securities save to the
extent that such redemption would not breach the terms of the Credit Documents.6.8
    
    Liability of Collateral AgentThe Company agrees with the Collateral Agent that neither the Collateral Agent nor its
nominee will have any liability for:
 (a)
    
    failing to present any coupon or other document relating to any of the
Securities;(b)
    
    accepting or failing to accept any offer relating to any of the Securities;(c)
    
    failing to attend or vote at any meetings relating to the Securities;(d)
    
    failing to notify the Company of any matters mentioned in this Clause 6.8 or of
any communication received by the Collateral Agent in relation to the Securities; or(e)
    
    any loss arising out of or in connection with the exercise or non-exercise of
any rights or powers attaching or accruing to the Securities or which may be exercised
by the Collateral Agent or any nominee for the Collateral Agent under this Deed
(whether or not on sale or other realisation of the Securities a
 9




---



##### 



better price could have or might have been obtained by either deferring or advancing
the date of sale or realisation or otherwise).
 7.
    
    RIGHTS OF THE COLLATERAL AGENT7.1
    
    EnforcementAt any time on or after the Enforcement Date the Security created pursuant to this Deed
shall be immediately enforceable and the Collateral Agent may in its absolute discretion and
without notice to the Company or the prior authorisation of any court:
 (a)
    
    enforce all or any part of the Security created by this Deed and take
possession of or dispose of all or any of the Securities in each case at such times and
upon such terms as it sees fit; and(b)
    
    whether or not it has appointed a Receiver, exercise all of the powers,
authorities and discretions:
 (i)
    
    conferred from time to time on mortgagees by the LPA (as varied
or extended by this Deed) or by law; and(ii)
    
    granted to a Receiver by this Deed or by law.
 7.2
    
    Restrictions on consolidation of mortgagesSection 93 of the LPA shall not apply to this Deed or to any sale made under it. The
Collateral Agent shall have the right to consolidate all or any of the Security created by
or pursuant to this Deed with any other Security in existence at any time. Such power may
be exercised by the Collateral Agent at any time on or after the Enforcement Date.7.3
    
    Restrictions on exercise of power of saleSection 103 of the LPA shall not apply to this Deed and the power of sale arising under the
LPA shall arise on the date of this Deed (and the Secured Liabilities shall be deemed to
have become due and payable for that purpose). The power of sale and other powers conferred
by Section 101 of the LPA as varied or extended by this Deed and those powers conferred
(expressly or by reference) on a Receiver shall be immediately exercisable by the Collateral
Agent at any time on or after the Enforcement Date.7.4
    
    No prior notice neededThe powers of the Collateral Agent set out in Clauses 7.2 (Restrictions on consolidation of
mortgages) and 7.3 (Restrictions on exercise of power of sale) above may be exercised by the
Collateral Agent without prior notice to the Company.7.5
    
    Right of appropriation
 (a)
    
    Without prejudice to the other provisions of this Deed, to the extent that any
of the Securities constitute financial collateral, and this Deed and the obligations
of the Company hereunder constitute a security financial
 10




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##### 



collateral agreement (in each case as defined in, and for the purposes of, the
Financial Collateral Arrangements (No.2) Regulations 2003 (SI 2003/3226) (the
Regulations), the Collateral Agent shall at any time on and after the Enforcement
Date have the right to appropriate all or any part of those Securities in or towards
discharge of the Secured Liabilities. For this purpose, the parties agree that the
value of any such Securities so appropriated shall be the market price of such
Securities at the time the right of appropriation is exercised as determined by the
Collateral Agent by reference to such method or source of valuation as the
Collateral Agent may select, including by independent valuation. The parties agree
that the methods or sources of valuation provided for in this Clause 7.5 (Right of
appropriation) or selected by the Collateral Agent in accordance with this Clause
7.5 (Right of appropriation) shall constitute a commercially reasonable method of
valuation for the purposes of the Regulations.(b)
    
    The Collateral Agent shall notify the Company as soon as reasonably practicable
of the exercise of its rights of appropriation as regards such of the Securities as are
specified in such notice.
 8.
    
    EXONERATION8.1
    
    ExonerationNo Secured Creditor shall, nor shall any Receiver, by reason of it or the Receiver entering
into possession of the Securities or any part thereof, be liable to account as mortgagee in
possession or be liable for any loss or realisation or for any default or omission for which
a mortgagee in possession might be liable; but every Receiver duly appointed by the
Collateral Agent under this Deed shall for all purposes be deemed to be in the same position
as a receiver duly appointed by a mortgagee under the LPA save to the extent that the
provisions of that Act are varied by or are inconsistent with the provisions of this Deed
when the provisions hereof shall prevail and every such Receiver and the Collateral Agent
shall in any event be entitled to all the rights, powers, privileges and immunities
conferred by the Act on mortgagees and receivers duly appointed under the LPA.8.2
    
    IndemnityThe Collateral Agent and every Receiver, attorney, delegate, manager, agent or other person
appointed by the Collateral Agent hereunder shall be entitled to be indemnified out of the
Securities or any part thereof in respect of all liabilities and expenses incurred by it or
him in the execution of any of the powers, authorities or discretions vested in it or him
pursuant to this Deed and against all actions, proceedings, costs, claims and demands in
respect of any matter or thing done or omitted in any way relating to the Securities or any
part of them other than such liabilities, expenses, actions, proceedings, costs, claims or
demands incurred or suffered as a result of the fraud or gross negligence of the Collateral
Agent or any Receiver, attorney, delegate, manager, agent or other person appointed by the
Collateral Agent. The Collateral Agent and any such Receiver may retain and pay all sums in
respect of which it is indemnified out of any monies received under the powers conferred by
this Deed.
 11




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9.
    
    APPOINTMENT OF RECEIVER9.1
    
    AppointmentAt any time on or after the Enforcement Date or at the request of the Company, the
Collateral Agent may, without prior notice to the Company, in writing (under seal, by deed
or otherwise under hand) appoint a Receiver in respect of the Securities or any part thereof
and may in like manner from time to time (and insofar as it is lawfully able to do) remove
any Receiver and appoint another in his stead.9.2
    
    More than one ReceiverWhere more than one Receiver is appointed, each joint Receiver shall have the power to act
severally, independently of any other joint Receiver, except to the extent that the
Collateral Agent may specify to the contrary in the appointment.9.3
    
    Receiver as agentA Receiver shall be the agent of the Company which shall be solely responsible for his acts
or defaults and for his remuneration. No Receiver shall at any time act as agent of any
Secured Creditor.9.4
    
    Receivers remunerationSubject to section 36 of the Insolvency Act 1986, a Receiver shall be entitled to
remuneration for his services at a rate to be determined by the Collateral Agent from time
to time (and without being limited to any maximum rate specified by any statute or statutory
instrument). The Collateral Agent may direct payment of such remuneration out of moneys
accruing to the Receiver but the Company alone shall be liable for the payment of such
remuneration and for all other costs, charges and expenses of the Receiver.10.
    
    RECEIVERS POWERS10.1
    
    PowersA Receiver shall have (and be entitled to exercise) in relation to the Securities over which
he is appointed the following powers (as the same may be varied or extended by the
provisions of this Deed):
 (a)
    
    all of the powers of a receiver or an administrative receiver set out in
Schedule 1 to the Insolvency Act 1986 (whether or not the Receiver is an administrative
receiver);(b)
    
    all of the powers conferred from time to time on receivers, mortgagors and
mortgagees in possession by the LPA or any applicable law;(c)
    
    all the powers and rights of a legal and beneficial owner and the power to do
or omit to do anything which the Company itself could do or omit to do; and(d)
    
    the power to do all things which, in the opinion of the Receiver, are
incidental to any of the powers, functions, authorities or discretions conferred or
vested
 12




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in the Receiver pursuant to this Deed or upon receivers by statute or law generally
(including, without limitation, the bringing or defending of proceedings in the name
of, or on behalf of, the Company; the collection and/or realisation of Securities in
such manner and on such terms as the Receiver sees fit; and the execution of
documents in the name of the Company (whether under hand, or by way of deed or by
utilisation of the company seal of the Company)).
 10.2
    
    Powers may be RestrictedThe powers granted to a Receiver pursuant to this Deed may be restricted by the instrument
(signed by the Collateral Agent) appointing him but they shall not be restricted by any
winding-up or dissolution of the Company.11.
    
    PROTECTION OF PURCHASERS11.1
    
    Absence of enquiryNo person or persons dealing with the Collateral Agent or any Receiver appointed by it shall
be concerned to enquire whether any event has happened upon which any of the powers in this
Deed are or may be exercisable or otherwise as to the propriety or regularity of any
exercise of such powers or of any act purporting or intended to be an exercise of such
powers or whether any amount remains secured by this Deed or whether the Secured Liabilities
have become payable or as to the application of any money paid to the Collateral Agent or
any Receiver. All the protections to purchasers and persons dealing with receivers
contained in sections 104, 107 and 109(4) of the LPA shall apply to any person purchasing
from or dealing with the Collateral Agent or any such Receiver.11.2
    
    Receipt: conclusive dischargeThe receipt of the Collateral Agent or any Receiver shall be a conclusive discharge to any
purchaser of the Securities.12.
    
    POWER OF ATTORNEY AND DELEGATION12.1
    
    Power of attorney: generalThe Company hereby irrevocably and by way of security appoints the Collateral Agent and any
Receiver severally to be its attorney in its name and on its behalf and as its act and deed:
 (a)
    
    to execute and deliver any documents or instruments which the Collateral Agent
or such Receiver may require for perfecting the title of the Collateral Agent to the
Securities or for vesting the same in the Collateral Agent, its nominee or any
purchaser;(b)
    
    to sign, execute, seal and deliver and otherwise perfect any further security
document which the Company is required to enter into pursuant to this Deed; and
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(c)
    
    otherwise generally to sign, seal, execute and deliver all deeds, assurances,
agreements and documents and to do all acts and things which (a) may be required for
the full exercise of all or any of the powers conferred on the Collateral Agent or any
Receiver under this Deed; or (b) the Company is required to do pursuant to this Deed or
(c) may be deemed expedient by the Collateral Agent or a Receiver in connection with
(i) any preservation, disposition, realisation or getting in by the Collateral Agent or
such Receiver of the Securities or any part thereof or (ii) any other exercise of any
other power under this Deed.The Collateral Agent confirms that it will only exercise the rights set out in Clause 12.1
following the occurrence of a Default or Event of Default under the Credit Documents.
 12.2
    
    Power of attorney: ratificationThe Company ratifies and confirms and agrees to ratify and confirm all acts and things which
any attorney mentioned in this Clause 12 (Power of attorney and delegation)shall do or
purport to do in exercise of the powers granted by this Clause. All monies expended by any
such attorney shall be deemed to be expenses incurred by the Collateral Agent under this
Deed.12.3
    
    General delegation
 (a)
    
    The Collateral Agent and any Receiver (acting in good faith) shall have full
power to delegate the powers, authorities and discretions conferred on it or him by
this Deed (including the power of attorney) on such terms and conditions as it or he
shall see fit which shall not preclude exercise of those powers, authorities or
discretions by it or him or any revocation of the delegation or any subsequent
delegation.(b)
    
    Any such delegation may be made upon such terms, consistent with the terms of
the Credit Documents (including power to sub-delegate) as the Collateral Agent may
think fit.(c)
    
    Save in the case of gross negligence or wilful misconduct by the Collateral
Agent (in each case as determined by a court of competent jurisdiction in a final and
non-appealable decision) in the exercise of its right to delegate, the Collateral Agent
shall not be in any way liable to the Company or any other person for any losses,
liabilities or expenses arising from any act, default, omission or misconduct on the
part of any such delegate or sub delegate.
 13.
    
    APPLICATION OF MONIES RECEIVED UNDER THIS DEED13.1
    
    Order of applicationAny monies received under the powers hereby conferred shall, subject to the repayment of any
claims having priority to this Deed, be applied for the purposes and in the order of
priority provided for in:
 (a)
    
    prior to execution of the Intercreditor Agreement, section 9 (Events of
Default) of the Credit Agreement; and
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(b)
    
    following execution of the Intercreditor Agreement, the relevant provision in
the Intercreditor Agreement relating to application of proceeds received under the
Credit Documents.
 13.2
    
    Suspense accountThe Collateral Agent may credit any monies received under this Deed to an interest bearing
suspense account for so long and in such manner as the Collateral Agent may from time to
time determine and the Receiver may retain the same for such period as he and the Collateral
Agent consider appropriate.14.
    
    RELEASE OF SECURITY14.1
    
    ReleaseThe Collateral Agent shall, at the request and cost of the Company, execute or procure the
execution by its nominee of any documents (in each case in a form acceptable to the
Collateral Agent) and do all such deeds, acts and things as are necessary to release the
Securities from the Security created by or in accordance with this Deed at the end of the
Security Period.14.2
    
    Avoidance of payments
 (a)
    
    No amount paid, repaid or credited to a Secured Creditor shall be deemed to
have been irrevocably paid if the Collateral Agent (acting reasonably) considers that
the payment or credit of such amount is capable of being avoided or reduced by virtue
of any laws applicable on bankruptcy, insolvency, liquidation or similar laws.(b)
    
    If any amount paid, repaid or credited to a Secured Creditor is avoided or
reduced by virtue of any laws applicable on bankruptcy, insolvency, liquidation or
similar laws then any release, discharge or settlement between that Secured Creditor
and the Company shall be deemed not to have occurred and the Secured Creditors shall be
entitled to enforce this Deed subsequently as if such release, discharge or settlement
had not occurred and any such payment had not been made. The Company shall on demand
indemnify the Collateral Agent against any funding or other cost, loss, liability or
expense incurred by the Collateral Agent as a result of the Collateral Agent being
required for any reason to refund all or part of any amount received by it in respect
of any of the Secured Liabilities.
 15.
    
    NEW ACCOUNTSIf a Secured Creditor receives notice of any subsequent charge or other interest affecting
any part of the Securities it may, without prejudice to its rights under this Deed, open a
fresh account or fresh accounts with the Company and continue any existing account in the
name of the Company and may appropriate to any such fresh account any monies thereafter paid
in, received or realised for the credit of the Company without being under any obligation to
apply the same or any part of them in discharge of any of the Secured Liabilities. If a
Secured Creditor shall fail to open such a fresh account it shall be deemed to have done so
with the effect that the said
 15




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monies shall not operate to reduce the Secured Liabilities at the time when that Secured
Creditor received notice.16.
    
    MISCELLANEOUS16.1
    
    The CompanyThis Deed shall be binding on the successors and assigns of the Company.16.2
    
    Assignment and transferThe Company may not assign or transfer any of its rights or obligations under this Deed
without the prior consent of each Lender. The Collateral Agent may assign and transfer all
or any part of its rights and obligations under this Deed to a replacement collateral agent
appointed pursuant to the terms of the Credit Agreement.16.3
    
    DisclosureThe Collateral Agent may disclose to any of its Affiliates and any other person:
 (a)
    
    which is one of its professional advisers;(b)
    
    to (or through) whom a Secured Creditor assigns or transfers (or may
potentially assign or transfer) all or any of its rights and obligations under this
Deed and/or the Credit Agreement;(c)
    
    which is a Receiver or prospective Receiver;(d)
    
    (together with professional advisers) who may have an interest in the benefits
arising under this Deed;(e)
    
    to whom, and to the extent that, information is required to be disclosed by any
applicable law or regulation; or(f)
    
    any other person not expressly referred to in sub-paragraphs (a) to (e) above
but otherwise described in section 11.16 (Confidentiality) of the Credit Agreement,
 any information about the Company, the Credit Documents or this Deed as the Collateral Agent
shall consider appropriate if, in relation to Clause 16.3(b), the person to whom the
information is to be given has entered into a Confidentiality Undertaking.
 16.4
    
    PropertyThis Deed is and will remain the property of the Collateral Agent.16.5
    
    Continuing Security
 (a)
    
    This Deed shall be a continuing security and shall not be discharged by any
intermediate payment or satisfaction of the whole or any part of the Secured
Liabilities.
 16




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(b)
    
    If any purported obligation or liability of any Credit Party to the Secured
Creditors which if valid would have been the subject of any obligation or charge
created by this Deed is or becomes unenforceable, invalid or illegal on any ground
whatsoever whether or not known to any Secured Creditor, the Company shall nevertheless
be liable in respect of that purported obligation or liability as if the same were
fully valid and enforceable and the Company was the principal debtor in respect
thereof. The Company hereby agrees to keep the Secured Creditors fully indemnified
against all damages, losses, costs and expenses arising from any failure of any Credit
Party to carry out any such purported obligation or liability.
 16.6
    
    Waiver of defencesThe obligations of the Company under this Deed will not be affected by an act, omission,
matter or thing which, but for this Clause 16.6, would reduce, release or prejudice any of
its obligations under this Deed (without limitation and whether or not known to any Secured
Creditor) including:
 (a)
    
    any time, waiver or consent granted to, or composition with, the Company, any
Credit Party or other person;(b)
    
    the release of any Credit Party or any other person under the terms of any
composition or arrangement with any creditor of any person;(c)
    
    the taking, variation, compromise, exchange, renewal or release of, or refusal
or neglect to perfect, take up or enforce, any rights against, or security over assets
of, the Company, any Credit Party or any other person or any non-presentation or
non-observance of any formality or other requirement in respect of any instrument or
any failure to realise the full value of any security;(d)
    
    any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of the Company, any Credit Party or any
other person;(e)
    
    any amendment (however fundamental) or replacement of any Credit Documents or
any other document or security;(f)
    
    any unenforceability, illegality or invalidity of any obligation of any person
under any Credit Documents or any other document or security;(g)
    
    any insolvency or similar proceedings;(h)
    
    any Secured Creditor disclosing to the Company any information relating to the
business, assets, financial condition or prospects of any other Credit Party now or
hereafter known to such Secured Creditor (the Company waiving any duty on the part of
the Secured Creditors to discuss such information);(i)
    
    the existence of any claim, set-off or other right which the Company may at any
time have against the Collateral Agent or any other person; or
 17




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(j)
    
    the making or absence of any demand for payment of any Secured Liabilities or
other obligations on the Company or any other person, whether by the Collateral Agent
or any other person.
 16.7
    
    Non-competition
 (a)
    
    Until the Security Period has ended and unless the Collateral Agent otherwise
directs, the Company will not exercise any rights which it may have by reason of
performance by it of its obligations under this Deed:
 (i)
    
    to be indemnified by any Credit Party (including any rights it
may have by way of subrogation);(ii)
    
    to claim any contribution from any guarantor of any Credit
Party of the obligations under the Credit Documents;(iii)
    
    to take the benefit (in whole or in part and whether by way of
subrogation or otherwise) of any right of the Collateral Agent or any of the
other Secured Creditors under any Credit Documents or of any other guarantee or
security taken pursuant to, or in connection with, the Credit Documents;(iv)
    
    to claim, rank, prove or vote as a creditor of any Credit Party
or its estate in competition with the Collateral Agent or any of the other
Secured Creditors; and/or(v)
    
    receive, claim or have the benefit of any payment, distribution
or security from or on account of any Credit Party, or exercise any right of
set-off against any Credit Party.
 (b)
    
    The Company shall hold on trust for and immediately pay or transfer to the
Collateral Agent any payment or distribution or benefit of security received by it
contrary to this Clause 16.7.
 16.8
    
    Additional SecurityThis Deed shall be in addition to and not be affected by any other Security or guarantee now
or hereafter held by any Secured Creditor for all or any part of the Secured Liabilities nor
shall any such other Security or guarantee of liability to any Secured Creditor of or by any
person not a Party be in any way impaired or discharged by this Deed nor shall this Deed in
any way impair or discharge such other Security or guarantee.16.9
    
    Variation of SecurityThis Deed shall not in any way be affected or prejudiced by any Secured Creditor now or
hereafter dealing with, exchanging, releasing, varying or abstaining from perfecting or
enforcing any security or guarantee referred to in Clause 16.8 (Additional Security) above
or any rights which any Secured Creditor may now or hereafter have or giving time for
payment or granting any indulgence or compounding with any person whatsoever.
 18




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16.10
    
    Enforcement of other SecurityNo Secured Creditor shall be obliged to enforce any other Security it may hold for, or
exercise any other rights it may have in relation to, the Secured Liabilities before
enforcing any of its rights under this Deed.16.11
    
    Perpetuity PeriodIf applicable, the perpetuity period under the rule against perpetuities shall be 125 years
from the date of this Deed.16.12
    
    Redemption of Prior SecurityThe Collateral Agent may redeem or take a transfer of any prior Security over the Securities
and may agree the accounts of prior encumbrancers. Such agreed accounts shall be conclusive
and binding on the Company. Any amount paid in connection with such redemption or transfer
(including expenses) shall be paid on demand by the Company to the Collateral Agent and
until such payment shall form part of the Secured Liabilities.16.13
    
    CustodyThe Collateral Agent shall be entitled to keep all certificates and documents of title
relating to the Charged Assets in safe custody at any of its branches or otherwise provide
for their safe custody by third parties and shall not be responsible for any loss or damage
occurring to or in respect thereof unless such loss or damage shall be caused by its own
gross negligence or wilful default (in each case as determined by a court of competent
jurisdiction in a final and non-appealable decision).16.14
    
    Costs and expenseSave to the extent that the same has been recovered pursuant to section 11.01 (Payment of
expenses, etc.) of the Credit Agreement, the Company shall, within three Business Days of
demand, pay to the Collateral Agent, any Receiver, attorney, manager, agent or other person
appointed by the Collateral Agent under this Deed the amount of all costs and expenses
(including legal fees) incurred by that Collateral Agent, Receiver, attorney, manager, agent
or other person (as the case may be) in connection with (i) the perfection, preservation,
enforcement or attempted enforcement, of the Security created by or contemplated by this
Deed and/or (ii) the exercise of any rights under this Deed.17.
    
    NOTICES17.1
    
    Communications in writingAny communication to be made under or in connection with this Deed shall be made in writing
and, unless otherwise stated, may be made by fax or letter.17.2
    
    AddressesThe address and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of the Company and the Collateral Agent for any
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communication or document to be made or delivered under or in connection with this Deed is
that identified with its name below:Company
 Address:
    
    Endeavour Energy UK Limited114 St. Martins LaneLondon WC2N 4BEEnglandFor the Attention of:
    
    Mike KirkseyFax Number:
    
    +44 207 451 2352Email:
    
    Mike.Kirksey@endeavourcorp.comWith a copy to:
    
    Endeavour International Corporation1001 Fannin Street, Suite 1600Houston, Texas 77002United States of AmericaFor the Attention of:
    
    Mike Kirksey / Cathy StubbsFax Number:
    
    +1 713 307 8794Email:
    
    Mike.Kirksey@endeavourcorp.com /Cathy.Stubbs@endeavourcorp.comCollateral AgentAddress:
    
    Cyan Partners, LP399 Park Avenue39th FloorNew York 10022United States of AmericaFax Number:
    
    +1 212 380 5871For the Attention of:
    
    Divya Gopal
 or any substitute address, fax number or department or officer as the Company may notify to
the Collateral Agent or, as the case may be, the Collateral Agent may notify to the Company,
in each case by not less than five Business Days notice.17.3
    
    Delivery
 (a)
    
    Any communication or document made or delivered by one person to another under
or in connection with this Deed will only be effective:
 (i)
    
    if by way of fax, when received in legible form; or
 20




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(ii)
    
    if by way of letter, when it has been left at the relevant
address or five Business Days after being deposited in the post postage prepaid
in an envelope addressed to it at that address,
 and, if a particular department or officer is specified as part of its address
details provided under Clause 17.2 (Addresses), if addressed to that department or
officer.(b)
    
    Any communication or document to be made or delivered to the Collateral Agent
will be effective only when actually received by it and then only if it is expressly
marked for the attention of the department or officer identified with the Collateral
Agents name in Clause 17.2 (Addresses) (or any substitute department or officer as it
shall specify for this purpose).
 18.
    
    CERTIFICATES AND DETERMINATIONSAny certificate or determination by the Collateral Agent of a rate or amount under this Deed
is, in the absence of manifest error, conclusive evidence of the matters to which it
relates.19.
    
    PARTIAL INVALIDITYIf, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable
in any respect under any law of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions nor the legality, validity or enforceability of
such provision under the law of any other jurisdiction will in any way be affected or
impaired.20.
    
    COUNTERPARTSThis Deed may be executed in any number of counterparts, and this has the same effect as if
the signatures on the counterparts were on a single copy of this Deed.21.
    
    THIRD PARTIESSave as expressly stated in this Deed, a person who is not a Party to this Deed has no right
under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of
any term of this Deed.22.
    
    GOVERNING LAWThis Deed and any dispute or claim arising out of or in connection with it or its subject
matter, existence, negotiation, validity, termination or enforceability (including any
non-contractual disputes or claims) shall be governed by and construed in accordance with
English law.23.
    
    ENFORCEMENT23.1
    
    Jurisdiction
 (a)
    
    The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Deed (including a dispute regarding the
 21




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existence, validity or termination of this Deed or any non-contractual obligation
arising out of or in connection with this Deed) (a Dispute).(b)
    
    The Parties agree that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no Party will argue to the
contrary.(c)
    
    This Clause 23.1 (Jurisdiction) is for the benefit of the Secured Creditors
only. As a result, no Secured Creditor shall be prevented from taking proceedings
relating to a Dispute in any other courts with jurisdiction. To the extent allowed by
law, the Secured Creditors may take concurrent proceedings in any number of
jurisdictions.
 23.2
    
    Waiver of immunityThe Company irrevocably and unconditionally:
 (a)
    
    agrees not to claim any immunity from proceedings brought by a Secured Creditor
against it in relation to a Credit Document and to ensure that no such claim is made on
its behalf;(b)
    
    consents generally to the giving of any relief or the issue of any process in
connection with those proceedings; and(c)
    
    waives all rights of immunity in respect of it or its assets.
 IN WITNESS
 22




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SIGNED AS A DEED
    )for and on behalf of
    )ENDEAVOUR ENERGY UK LIMITED
    )
    
    
    ENDEAVOUR ENERGY UK LIMITEDbyacting by
    )of 1001 Fannin Street, Suite 1600, Houston,
    )Texas 77002, United States of America
    )in the exercise of a power of attorney
    )dated 3 August 2010 granted by
    )ENDEAVOUR ENERGY UK LIMITED
    )
 In the presence of:Signature of witnessName of witness(in BLOCK CAPITALS)Address of Witness
 SIGNEDby
    
    ))for and on behalf of
    
    )CYAN PARTNERS, LP
    
    )
 23




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(WHITE LOGO)
    
    EXECUTION COPY
 
  CHARGE OVER SHARES
  ENDEAVOUR ENERGY NORTH SEA, L.P.
  CYAN PARTNERS, LP
 
 LLP




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TABLE OF CONTENTS
 Page1. DEFINITIONS, CONSTRUCTION AND INCORPORATION OF TERMS
    
    
    12. SECURITY
    
    
    53. REPRESENTATION
    
    
    54. FURTHER ASSURANCE
    
    
    55. UNDERTAKINGS WITH RESPECT TO THE SECURITIES
    
    
    66. FURTHER UNDERTAKINGS
    
    
    77. RIGHTS OF THE COLLATERAL AGENT
    
    
    108. EXONERATION
    
    
    119. APPOINTMENT OF RECEIVER
    
    
    1210. RECEIVERS POWERS
    
    
    1211. PROTECTION OF PURCHASERS
    
    
    1312. POWER OF ATTORNEY AND DELEGATION
    
    
    1313. APPLICATION OF MONIES RECEIVED UNDER THIS DEED
    
    
    1414. RELEASE OF SECURITY
    
    
    1515. NEW ACCOUNTS
    
    
    1516. MISCELLANEOUS
    
    
    1617. NOTICES
    
    
    1918. CERTIFICATES AND DETERMINATIONS
    
    
    2119. PARTIAL INVALIDITY
    
    
    2120. COUNTERPARTS
    
    
    2121. THIRD PARTIES
    
    
    2122. GOVERNING LAW
    
    
    2123. ENFORCEMENT
    
    
    21
 (i)




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THIS
DEED
 BETWEEN:
 (1)
    
    ENDEAVOUR ENERGY NORTH SEA, L.P.(a company incorporated in the state of Delaware, USA with
registration number 4591023) whose registered office is at Corporation Trust Company, 1209
Orange Street, Wilmington, Delaware 19801, United States of America (the Company); and(2)
    
    CYAN PARTNERS, LPas agent and trustee for itself and each of the other Secured Creditors
(the Collateral Agent).
 IT IS AGREED
 1.
    
    DEFINITIONS, CONSTRUCTION AND INCORPORATION OF TERMS1.1
    
    Definitions
 (a)
    
    Terms defined in the Credit Agreement shall, unless otherwise defined in this
Deed or unless a contrary intention appears, bear the same meaning when used in this
Deed and the following terms shall have the following meanings:Borrower means Endeavour Energy UK Limited, a wholly-owned subsidiary of the Company.Confidentiality Undertaking has the meaning given to such term in the Debenture.Credit Agreement means the term loan credit agreement dated on or about the date
of this Deed between (among others) the Borrower and the Administrative Agent (as
amended, modified, restated or supplemented from time to time).Debenture means the debenture dated on or about the date of this Deed between the
Borrower and the Collateral Agent.Enforcement Date means the date on which a notice is issued by the Administrative
Agent to the Borrower under section 9 (Events of Default) of the Credit Agreement
upon the occurrence of an Event of Default which is continuing.Group has the meaning given to it in the Debenture.LPA means the Law of Property Act 1925.Receiver means any person appointed by the Collateral Agent to be a receiver or
receiver and manager or administrative receiver of any property subject to the
Security created by this Deed or any part thereof.Related Property Rights means, in relation to any property or asset:




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(a)
    
    the proceeds of sale and/or other realisation of that property
or asset (or any part thereof or interest therein);(b)
    
    all Security, options, agreements, rights, benefits,
indemnities, guarantees, warranties or covenants for title held by the Company
in respect of such property or asset; and(c)
    
    all the Companys rights under any agreement in respect of such
property or asset.
 Related Securities Rights means all allotments, rights, benefits and advantages
(including all voting rights) whatsoever at any time accruing, offered or arising in
respect of or incidental to the Securities and all money or property accruing or
offered at any time by way of conversion, redemption, bonus, preference, option,
dividend, distribution, interest or otherwise in respect of the Securities.Secured Creditors has the meaning given to it in the U.S. Security Agreement.Secured Liabilities has the meaning given to it in the Debenture (except that
references to this Debenture shall be construed as references to this Deed).Securities means all of the Companys right, title, benefit and interest in all
stocks, shares, bonds, notes, warrants and other securities of any kind whatsoever
now or in the future legally or beneficially owned by the Company in the Borrower
whether in bearer or registered form and all Related Securities Rights whether the
same are held directly by or to the order of the Company or by any trustee,
fiduciary, clearance system, custody system or custodian on its behalf or whether
the same have been delivered to or to the order of the Collateral Agent or its
nominee including all Related Securities Rights, all Related Property Rights and all
rights against any such trustee, fiduciary, clearance system or other person holding
such to the order of the Company.Security means a mortgage, charge, pledge, lien or other security interest
securing any obligation of any person or any other agreement or arrangement having
similar effect.Security Period means the period from the date of this Deed until the date on
which the Collateral Agent has determined that all of the Secured Liabilities
(whether actual or contingent) have been irrevocably and unconditionally paid and
discharged in full and no further Secured Liabilities are capable of being
outstanding.
 (b)
    

    Unless a contrary intention appears, words defined in the Companies Act 2006
have the same meanings in this Deed.
 1.2
    
    ConstructionUnless a contrary indication appears, any reference in this Deed to:
 2




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(a)
    
    the Collateral Agent, a Secured Creditor, a Credit Party or the Company
shall be construed so as to include its successors in title, permitted assigns and
permitted transferees;(b)
    
    assets includes present and future properties, revenues and rights of every
description;(c)
    
    a person includes any individual, firm, company, corporation, government,
state or agency of a state or any association, trust, joint venture, consortium or
partnership (whether or not having separate legal personality) or two or more of the
foregoing;(d)
    
    a regulation includes any regulation, rule, official directive, request or
guideline (whether or not having the force of law but, if not having the force of law,
being of a kind that is normally complied with by those to whom it is addressed) of any
governmental, intergovernmental or supranational body, agency, department or
regulatory, self-regulatory or other authority or organisation;(e)
    
    a guarantee includes any form of indemnity or other assurance against
financial loss (including any obligation to pay, purchase or provide funds for the
purchase of any liability) and the verb to guarantee shall be construed accordingly;(f)
    
    a provision of law is a reference to that provision as amended or re-enacted;(g)
    
    any matter including specific instances or examples of such matter shall be
construed without limitation to the generality of that matter (and references to
include shall be construed accordingly);(h)
    
    a modification includes an amendment, supplement, novation, re-enactment,
restatement, variation, extension, replacement, modification or waiver or the giving of
any waiver, release, consent having the same commercial effect of any of the foregoing
(and modify shall be construed accordingly);(i)
    
    the winding-up, dissolution or administration of a person shall be
construed so as to include any equivalent or analogous proceedings under the law of the
jurisdiction in which such person is incorporated or established, or any jurisdiction
in which such person carries on business including the seeking of liquidation,
winding-up, reorganisation, dissolution, administration, arrangement, adjustment,
protection or relief of debtors; and(j)
    
    the words other, or otherwise and whatsoever shall not be construed
eiusdem generisor be construed as any limitation upon the generality of any preceding
words or matters specifically referred to.
 1.3
    
    Implied covenants for titleThe obligations of the Company under this Deed shall be in addition to the covenants for
title deemed to be included in this Deed by virtue of Part I of the Law of Property
(Miscellaneous Provisions) Act 1994.
 3




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1.4
    
    Effect as a DeedThis Deed is intended to take effect as a deed notwithstanding that the Collateral Agent may
have executed it under hand only.1.5
    
    Law of Property (Miscellaneous Provisions) Act 1989To the extent necessary for any agreement for the disposition of the Securities in this Deed
to be a valid agreement under Section 2(1) of the Law of Property (Miscellaneous Provisions)
Act 1989, the terms of the other Credit Documents are incorporated into this Deed.1.6
    
    Security trust provisionsThe Company agrees that the terms of clause 9 (Appointment of the Collateral Agent) of the
Debenture are incorporated into this Deed as if those terms were set out in full in this
Deed.1.7
    
    Potential InvalidityThe Security created by this Deed shall not extend to nor include any liability or sum which
would, but for this Deed, cause any covenant, obligation or security to be unlawful under any applicable law.1.8
    
    Intercreditor Agreement
 (a)
    
    Upon execution of the Intercreditor Agreement, this Deed will be subject to the
terms of the Intercreditor Agreement.(b)
    
    In the event of any inconsistency between a provision of this Deed and a
provision of the Intercreditor Agreement, the provision of the Intercreditor Agreement
will prevail.
 1.9
    
    Incorporation
 (a)
    
    Without prejudice to the application of any other provisions of the Credit
Agreement to this Deed (by reason of this Deed being a Credit Document for the purposes
of the Credit Agreement), sections 4.04 (Tax Gross-Up and Indemnities),11.02 (Right of
Setoff),11.05 (No Waiver; Remedies Cumulative),11.07 (Calculations; Computations),
11.09 (Counterparts),11.12 (Amendment or Waiver; etc.) and 11.19 (Judgment Currency)
of the Credit Agreement shall apply to this Deed, mutatis mutandis, as if the same had
been set out in full herein with references in such clauses to:
 (i)
    
    any Credit Party or Borrower being construed, if the
context so requires, as references to the Company (as defined herein);(ii)
    
    the Agreement being construed as references to this Deed;(iii)
    
    the parties or party being construed as references to the
parties or, as the case may be, a Party to this Deed;
 4




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##### 



(iv)
    
    the Credit Documents being construed as (a) including this
Deed or (b) if the context so requires, as references specifically to this
Deed; and(v)
    
    in the context of section 4.04 (Tax Gross-Up and Indemnities)
of the Credit Agreement, the Administrative Agent or a Lender being, if the
context so requires, construed, in each case, as references to the Collateral
Agent and, in the context of section 11.01(a)(ii) (Payment of Expenses, etc.)
of the Credit Agreement, the Administrative Agent or a Lender being
construed, in each case, as references to each Secured Creditor, Receiver (as
defined herein), attorney, manager, agent or other person as may be appointed
by the Collateral Agent under this Deed; and
 (b)
    
    A reference to Secured Liabilities includes any liabilities which would be
treated as such but for the liquidation of, or dissolution of, or similar event
affecting the Borrower.
 2.
    
    SECURITYThe Company hereby charges to the Collateral Agent by way of first fixed charge with full
title guarantee and as a continuing security for the payment and discharge of the Secured
Liabilities all of the Companys rights to and title and interest from time to time in all
Securities.3.
    
    REPRESENTATIONThe Company has not registered one or more establishments (as that term is defined in Part
1 of the Overseas Companies Regulations 2009) with the Registrar of Companies (whether under
its name of incorporation or under any other name) or, if the Company has so registered, it
has provided to the Collateral Agent sufficient details to enable an accurate search against
the Company to be undertaken by the Administrative Agent at the Companies Registry.4.
    
    FURTHER ASSURANCEThe Company shall at its own expense promptly upon request by the Collateral Agent execute
(in such form as the Collateral Agent may reasonably require) such documents (including
assignments, transfers, mortgages, charges, notices and instructions) in favour of the
Collateral Agent or its nominees and do all such assurances and things as the Collateral
Agent may reasonably require for:
 (a)
    
    perfecting and/or protecting (by registration or in any other way) the Security
created or intended to be created by this Deed;(b)
    
    conferring upon the Collateral Agent such Security as it may require over the
assets of the Company outside of England and Wales which if in England or Wales would
form part of or be intended to form part of the Securities;(c)
    
    facilitating the realisation of all or any part of the Securities; and
 5




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##### 



(d)
    
    for exercising all powers, authorities and discretions conferred on the
Collateral Agent or any Receiver pursuant to this Deed or by law.
 5.
    
    UNDERTAKINGS WITH RESPECT TO THE SECURITIESThe Company undertakes to the Collateral Agent with respect to the Securities that it shall:5.1
    
    Negative Pledgeexcept as permitted by section 8.01 (Liens) of the Credit Agreement:
 (a)
    
    not create or allow to exist any Security on, over, or affecting, any of its
assets; and(b)
    
    procure that no member of the Group creates or allows to exist any Security on,
over, or affecting, any of its assets;
 5.2
    
    Disposalsexcept as permitted by section 8.02 (Consolidation, Merger, Purchase or Sale of Assets,
etc.) of the Credit Agreement not, either in a single transaction or in a series of
transactions and whether related or not, dispose of the Securities or any part of them;5.3
    
    Prejudicial actionnot do or cause or permit to be done anything which may in any way depreciate, jeopardise or
otherwise prejudice the value to the Collateral Agent of the Securities;5.4
    
    Consents and other necessary actiontake all such action as is available to it and is reasonably necessary for the purpose of
creating, perfecting or maintaining the Security created or intended to be created pursuant
to this Deed which shall include, without limitation, using reasonable endeavours to obtain
any necessary consent (in form and content satisfactory to the Collateral Agent, acting
reasonably) to enable all or any of the Securities to be mortgaged or charged pursuant to
this Deed. Immediately upon obtaining any necessary consent the asset concerned shall
become subject to the Security created by this Deed. The Company shall promptly deliver a
copy of each consent to the Collateral Agent;5.5
    
    Communicationspromptly deliver to the Collateral Agent a copy of every circular, notice, resolution,
minutes or other documents received by it in connection with the Securities; and5.6
    
    Nomineesnot appoint and has not appointed any nominee to exercise or enjoy all or any of its rights
in relation to the Securities.
 6




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##### 



6.
    
    FURTHER UNDERTAKINGS6.1
    
    Deposit of title documentsThe Company shall (i) immediately upon the execution of this Deed and (ii) within three (3)
Business Days of the date of issuance by the Borrower of any additional Securities deposit
with the Collateral Agent or its nominee:
 (a)
    
    all stock and share certificates and documents of, or evidencing, title or the
right to title relating to the Securities;(b)
    
    duly stamped stock transfer forms or other instruments of transfer duly
completed to the Collateral Agents satisfaction; and(c)
    
    such other documents as the Collateral Agent may require from time to time for
the purpose of perfecting its title to the Securities or for the purpose of vesting the
same in itself, its nominee or any purchaser or presenting the same for registration at
any time.
 6.2
    
    Registration of transfersThe Company shall procure that, as and when required by the Collateral Agent following the
Enforcement Date, all Securities which are in registered form are duly registered in the
name of the Collateral Agent or its nominee once a transfer relating to those Securities is
presented for that purpose.6.3
    
    InformationThe Company undertakes that it shall, promptly following receipt, deliver to the Collateral
Agent a copy of every document received by it or its nominees in connection with any of the
Securities or any issuer of those Securities.6.4
    
    Calls
 (a)
    
    The Company shall duly and promptly pay all calls, instalments or other
payments which may be due and payable in respect of the Securities and, for the
avoidance of doubt, no Secured Creditor shall incur any liability in respect of any
amounts due from the Company in respect of the Securities.(b)
    
    If the Company fails to comply with 6.4(a) above the Collateral Agent may pay
the calls or other payments on behalf of the Company. The Company must promptly on
request from the Collateral Agent reimburse the Collateral Agent for any such payment.
 6.5
    
    Dividends
 (a)
    
    Before the Enforcement Date, the Company shall be entitled to receive all
declared cash dividends or other monies which may be paid or payable in respect of the
Securities.(b)
    
    On and after the Enforcement Date, the Collateral Agent (or its nominee) shall
be entitled to complete all instruments of transfer in relation to the Securities
 7




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##### 



of the Company on behalf of the Company in favour of itself or such other person it
shall elect and otherwise have any Securities registered in its name or in the name
of its nominees and receive all dividends or other monies which may be paid or
payable in respect of the Securities. The Company shall, to the extent that such
dividends or other monies have not been paid directly to the Collateral Agent (or
its nominee), take all steps as may be required to ensure that such dividends or
other monies are paid to the Collateral Agent (or its nominee). In any event, any
such dividends or other monies received by the Company shall, on and after the
Enforcement Date, be held on trust by the Company for the Collateral Agent (or its
nominee) and shall be paid to the Collateral Agent (or its nominee).
 6.6
    
    Voting Rights and other matters
 (a)
    
    Prior to the Enforcement Date and save as otherwise provided in this
Clause 6.6, the Company shall exercise all voting rights in respect of the Securities
provided that the Company shall not exercise such voting rights in any manner which, in
the reasonable opinion of the Collateral Agent, may prejudice the interest of the
Secured Creditors in the Securities or in breach of any Credit Documents and may
prejudice the value of, or the ability of the Collateral Agent to realise, the Security
over the Securities created pursuant to this Deed.(b)
    
    The Company shall not, without the prior written consent of the Collateral
Agent, permit or agree to any variation of the rights attaching to or conferred by any
of the Securities, participate in any rights issue, elect to receive or vote in favour
of receiving any dividends or other distributions other than in the form of cash or
participate in any vote concerning a members voluntary winding-up or a compromise or
arrangement pursuant to sections 895-901 of the Companies Act 2006.(c)
    
    At any time on or after the Enforcement Date the Collateral Agent may in such
manner and on such terms as it sees fit (in the name of the Company or otherwise and
without the need for further consent from the Company):
 (i)
    
    exercise (or refrain from exercising) any voting rights in
respect of the Securities or, as the case may be, require the Company to
exercise (or refrain from exercising) any such voting rights in such manner as
it considers fit (including all powers given to trustees under Part II of the
Trustee Act 2000) in which event, the Company shall comply with all such
directions of the Collateral Agent; and/or(ii)
    
    complete all instruments of transfer in relation to the
Security of the Company on behalf of the Company in favour of itself or such
other person as it shall select and otherwise have any Security registered in
its name or the name of its nominee; and/or(iii)
    
    apply all dividends and other monies arising from the
Securities in accordance with Clause 13 (Application of monies received under
this Deed);and/or
 8




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##### 



(iv)
    
    without prejudice to any other provision of this Deed, transfer
the Securities into the name of a nominee or transferee of the Collateral Agent
as the Collateral Agent may require; and/or(v)
    
    exercise (or refrain from exercising) all or any of the powers
and rights conferred upon or exercisable by the legal or beneficial owner of
the Securities or as the case may be, require the Company to exercise (or
refrain from exercising) all or any such powers and rights in such manner as it
considers fit in which event, the Company shall comply with all such directions
of the Collateral Agent.
 (d)
    
    After the Enforcement Date, the Company shall:
 (i)
    
    comply or procure the compliance, with any directions of the
Collateral Agent in respect of the exercise of any rights and powers
exercisable in relation to such Security; and(ii)
    
    if the Collateral Agent so requests, promptly deliver to the
Collateral Agent a form of proxy or authority (in each case, in such form as
the Collateral Agent shall reasonably require) appointing such person as the
Collateral Agent shall elect to be the proxy of the Company or otherwise
enabling such person as the Collateral Agent shall select to exercise such
voting rights and other rights and powers as shall be specified (whether
generally or specifically) in the relevant notice.
 6.7
    
    RedemptionThe Company will not redeem or take any step to redeem any redeemable Securities save to the
extent that such redemption would not breach the terms of the Credit Documents.6.8
    
    Liability of Collateral AgentThe Company agrees with the Collateral Agent that neither the Collateral Agent nor its
nominee will have any liability for:
 (a)
    
    failing to present any coupon or other document relating to any of the
Securities;(b)
    
    accepting or failing to accept any offer relating to any of the Securities;(c)
    
    failing to attend or vote at any meetings relating to the Securities;(d)
    
    failing to notify the Company of any matters mentioned in this Clause 6.8 or of
any communication received by the Collateral Agent in relation to the Securities; or(e)
    
    any loss arising out of or in connection with the exercise or non-exercise of
any rights or powers attaching or accruing to the Securities or which may be exercised
by the Collateral Agent or any nominee for the Collateral Agent under this Deed
(whether or not on sale or other realisation of the Securities a
 9




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##### 



better price could have or might have been obtained by either deferring or advancing
the date of sale or realisation or otherwise).
 7.
    
    RIGHTS OF THE COLLATERAL AGENT7.1
    
    EnforcementAt any time on or after the Enforcement Date the Security created pursuant to this Deed
shall be immediately enforceable and the Collateral Agent may in its absolute discretion and
without notice to the Company or the prior authorisation of any court:
 (a)
    
    enforce all or any part of the Security created by this Deed and take
possession of or dispose of all or any of the Securities in each case at such times and
upon such terms as it sees fit; and(b)
    
    whether or not it has appointed a Receiver, exercise all of the powers,
authorities and discretions:
 (i)
    
    conferred from time to time on mortgagees by the LPA (as varied
or extended by this Deed) or by law; and(ii)
    
    granted to a Receiver by this Deed or by law.
 7.2
    
    Restrictions on consolidation of mortgagesSection 93 of the LPA shall not apply to this Deed or to any sale made under it. The
Collateral Agent shall have the right to consolidate all or any of the Security created by
or pursuant to this Deed with any other Security in existence at any time. Such power may
be exercised by the Collateral Agent at any time on or after the Enforcement Date.7.3
    
    Restrictions on exercise of power of saleSection 103 of the LPA shall not apply to this Deed and the power of sale arising under the
LPA shall arise on the date of this Deed (and the Secured Liabilities shall be deemed to
have become due and payable for that purpose). The power of sale and other powers conferred
by Section 101 of the LPA as varied or extended by this Deed and those powers conferred
(expressly or by reference) on a Receiver shall be immediately exercisable by the Collateral
Agent at any time on or after the Enforcement Date.7.4
    
    No prior notice neededThe powers of the Collateral Agent set out in Clauses 7.2 (Restrictions on consolidation of
mortgages) and 7.3 (Restrictions on exercise of power of sale) above may be exercised by the
Collateral Agent without prior notice to the Company.7.5
    
    Right of appropriation
 (a)
    
    Without prejudice to the other provisions of this Deed, to the extent that any
of the Securities constitute financial collateral, and this Deed and the obligations
of the Company hereunder constitute a security financial
 10




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##### 



collateral agreement (in each case as defined in, and for the purposes of, the
Financial Collateral Arrangements (No.2) Regulations 2003 (SI 2003/3226) (the
Regulations), the Collateral Agent shall at any time on and after the Enforcement
Date have the right to appropriate all or any part of those Securities in or towards
discharge of the Secured Liabilities. For this purpose, the parties agree that the
value of any such Securities so appropriated shall be the market price of such
Securities at the time the right of appropriation is exercised as determined by the
Collateral Agent by reference to such method or source of valuation as the
Collateral Agent may select, including by independent valuation. The parties agree
that the methods or sources of valuation provided for in this Clause 7.5 (Right of
appropriation) or selected by the Collateral Agent in accordance with this
Clause 7.5 (Right of appropriation) shall constitute a commercially reasonable
method of valuation for the purposes of the Regulations.(b)
    
    The Collateral Agent shall notify the Company as soon as reasonably practicable
of the exercise of its rights of appropriation as regards such of the Securities as are
specified in such notice.
 8.
    
    EXONERATION8.1
    
    ExonerationNo Secured Creditor shall, nor shall any Receiver, by reason of it or the Receiver entering
into possession of the Securities or any part thereof, be liable to account as mortgagee in
possession or be liable for any loss or realisation or for any default or omission for which
a mortgagee in possession might be liable; but every Receiver duly appointed by the
Collateral Agent under this Deed shall for all purposes be deemed to be in the same position
as a receiver duly appointed by a mortgagee under the LPA save to the extent that the
provisions of that Act are varied by or are inconsistent with the provisions of this Deed
when the provisions hereof shall prevail and every such Receiver and the Collateral Agent
shall in any event be entitled to all the rights, powers, privileges and immunities
conferred by the Act on mortgagees and receivers duly appointed under the LPA.8.2
    
    IndemnityThe Collateral Agent and every Receiver, attorney, delegate, manager, agent or other person
appointed by the Collateral Agent hereunder shall be entitled to be indemnified out of the
Securities or any part thereof in respect of all liabilities and expenses incurred by it or
him in the execution of any of the powers, authorities or discretions vested in it or him
pursuant to this Deed and against all actions, proceedings, costs, claims and demands in
respect of any matter or thing done or omitted in any way relating to the Securities or any
part of them other than such liabilities, expenses, actions, proceedings, costs, claims or
demands incurred or suffered as a result of the fraud or gross negligence of the Collateral
Agent or any Receiver, attorney, delegate, manager, agent or other person appointed by the
Collateral Agent. The Collateral Agent and any such Receiver may retain and pay all sums in
respect of which it is indemnified out of any monies received under the powers conferred by
this Deed.
 11




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##### 



9.
    
    APPOINTMENT OF RECEIVER9.1
    
    AppointmentAt any time on or after the Enforcement Date or at the request of the Company, the
Collateral Agent may, without prior notice to the Company, in writing (under seal, by deed
or otherwise under hand) appoint a Receiver in respect of the Securities or any part thereof
and may in like manner from time to time (and insofar as it is lawfully able to do) remove
any Receiver and appoint another in his stead.9.2
    
    More than one ReceiverWhere more than one Receiver is appointed, each joint Receiver shall have the power to act
severally, independently of any other joint Receiver, except to the extent that the
Collateral Agent may specify to the contrary in the appointment.9.3
    
    Receiver as agentA Receiver shall be the agent of the Company which shall be solely responsible for his acts
or defaults and for his remuneration. No Receiver shall at any time act as agent of any
Secured Creditor.9.4
    
    Receivers remunerationSubject to section 36 of the Insolvency Act 1986, a Receiver shall be entitled to
remuneration for his services at a rate to be determined by the Collateral Agent from time
to time (and without being limited to any maximum rate specified by any statute or statutory
instrument). The Collateral Agent may direct payment of such remuneration out of moneys
accruing to the Receiver but the Company alone shall be liable for the payment of such
remuneration and for all other costs, charges and expenses of the Receiver.10.
    
    RECEIVERS POWERS10.1
    
    PowersA Receiver shall have (and be entitled to exercise) in relation to the Securities over which
he is appointed the following powers (as the same may be varied or extended by the
provisions of this Deed):
 (a)
    
    all of the powers of a receiver or an administrative receiver set out in
Schedule 1 to the Insolvency Act 1986 (whether or not the Receiver is an administrative
receiver);(b)
    
    all of the powers conferred from time to time on receivers, mortgagors and
mortgagees in possession by the LPA or any applicable law;(c)
    
    all the powers and rights of a legal and beneficial owner and the power to do
or omit to do anything which the Company itself could do or omit to do; and(d)
    
    the power to do all things which, in the opinion of the Receiver, are
incidental to any of the powers, functions, authorities or discretions conferred or
vested
 12




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##### 



in the Receiver pursuant to this Deed or upon receivers by statute or law generally
(including, without limitation, the bringing or defending of proceedings in the name
of, or on behalf of, the Company; the collection and/or realisation of Securities in
such manner and on such terms as the Receiver sees fit; and the execution of
documents in the name of the Company (whether under hand, or by way of deed or by
utilisation of the company seal of the Company)).
 10.2
    
    Powers may be RestrictedThe powers granted to a Receiver pursuant to this Deed may be restricted by the instrument
(signed by the Collateral Agent) appointing him but they shall not be restricted by any
winding-up or dissolution of the Company.11.
    
    PROTECTION OF PURCHASERS11.1
    
    Absence of enquiryNo person or persons dealing with the Collateral Agent or any Receiver appointed by it shall
be concerned to enquire whether any event has happened upon which any of the powers in this
Deed are or may be exercisable or otherwise as to the propriety or regularity of any
exercise of such powers or of any act purporting or intended to be an exercise of such
powers or whether any amount remains secured by this Deed or whether the Secured Liabilities
have become payable or as to the application of any money paid to the Collateral Agent or
any Receiver. All the protections to purchasers and persons dealing with receivers
contained in sections 104, 107 and 109(4) of the LPA shall apply to any person purchasing
from or dealing with the Collateral Agent or any such Receiver.11.2
    
    Receipt: conclusive dischargeThe receipt of the Collateral Agent or any Receiver shall be a conclusive discharge to any
purchaser of the Securities.12.
    
    POWER OF ATTORNEY AND DELEGATION12.1
    
    Power of attorney: generalThe Company hereby irrevocably and by way of security appoints the Collateral Agent and any
Receiver severally to be its attorney in its name and on its behalf and as its act and deed:
 (a)
    
    to execute and deliver any documents or instruments which the Collateral Agent
or such Receiver may require for perfecting the title of the Collateral Agent to the
Securities or for vesting the same in the Collateral Agent, its nominee or any
purchaser;(b)
    
    to sign, execute, seal and deliver and otherwise perfect any further security
document which the Company is required to enter into pursuant to this Deed; and
 13




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##### 



(c)
    
    otherwise generally to sign, seal, execute and deliver all deeds, assurances,
agreements and documents and to do all acts and things which (a) may be required for
the full exercise of all or any of the powers conferred on the Collateral Agent or any
Receiver under this Deed; or (b) the Company is required to do pursuant to this Deed or
(c) may be deemed expedient by the Collateral Agent or a Receiver in connection with
(i) any preservation, disposition, realisation or getting in by the Collateral Agent or
such Receiver of the Securities or any part thereof or (ii) any other exercise of any
other power under this Deed.
 The Collateral Agent confirms that it will only exercise the rights set out in Clause 12.1
following the occurrence of a Default or Event of Default under the Credit Documents.12.2
    
    Power of attorney: ratificationThe Company ratifies and confirms and agrees to ratify and confirm all acts and things which
any attorney mentioned in this Clause 12 (Power of attorney and delegation)shall do or
purport to do in exercise of the powers granted by this Clause. All monies expended by any
such attorney shall be deemed to be expenses incurred by the Collateral Agent under this
Deed.12.3
    
    General delegation
 (a)
    
    The Collateral Agent and any Receiver (acting in good faith) shall have full
power to delegate the powers, authorities and discretions conferred on it or him by
this Deed (including the power of attorney) on such terms and conditions as it or he
shall see fit which shall not preclude exercise of those powers, authorities or
discretions by it or him or any revocation of the delegation or any subsequent
delegation.(b)
    
    Any such delegation may be made upon such terms, consistent with the terms of
the Credit Documents (including power to sub-delegate) as the Collateral Agent may
think fit.(c)
    
    Save in the case of gross negligence or wilful misconduct by the Collateral
Agent (in each case as determined by a court of competent jurisdiction in a final and
non-appealable decision) in the exercise of its right to delegate, the Collateral Agent
shall not be in any way liable to the Company or any other person for any losses,
liabilities or expenses arising from any act, default, omission or misconduct on the
part of any such delegate or sub delegate.
 13.
    
    APPLICATION OF MONIES RECEIVED UNDER THIS DEED13.1
    
    Order of applicationAny monies received under the powers hereby conferred shall, subject to the repayment of any
claims having priority to this Deed, be applied for the purposes and in the order of
priority provided for in:
 (a)
    
    prior to execution of the Intercreditor Agreement, section 9 (Events of
Default) of the Credit Agreement; and
 14




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(b)
    
    following execution of the Intercreditor Agreement, the relevant provision in
the Intercreditor Agreement relating to application of proceeds received under the
Credit Documents.
 13.2
    
    Suspense accountThe Collateral Agent may credit any monies received under this Deed to an interest bearing
suspense account for so long and in such manner as the Collateral Agent may from time to
time determine and the Receiver may retain the same for such period as he and the Collateral
Agent consider appropriate.14.
    
    RELEASE OF SECURITY14.1
    
    ReleaseThe Collateral Agent shall, at the request and cost of the Company, execute or procure the
execution by its nominee of any documents (in each case in a form acceptable to the
Collateral Agent) and do all such deeds, acts and things as are necessary to release the
Securities from the Security created by or in accordance with this Deed at the end of the
Security Period.14.2
    
    Avoidance of payments
 (a)
    
    No amount paid, repaid or credited to a Secured Creditor shall be deemed to
have been irrevocably paid if the Collateral Agent (acting reasonably) considers that
the payment or credit of such amount is capable of being avoided or reduced by virtue
of any laws applicable on bankruptcy, insolvency, liquidation or similar laws.(b)
    
    If any amount paid, repaid or credited to a Secured Creditor is avoided or
reduced by virtue of any laws applicable on bankruptcy, insolvency, liquidation or
similar laws then any release, discharge or settlement between that Secured Creditor
and the Company shall be deemed not to have occurred and the Secured Creditors shall be
entitled to enforce this Deed subsequently as if such release, discharge or settlement
had not occurred and any such payment had not been made. The Company shall on demand
indemnify the Collateral Agent against any funding or other cost, loss, liability or
expense incurred by the Collateral Agent as a result of the Collateral Agent being
required for any reason to refund all or part of any amount received by it in respect
of any of the Secured Liabilities.
 15.
    
    NEW ACCOUNTSIf a Secured Creditor receives notice of any subsequent charge or other interest affecting
any part of the Securities it may, without prejudice to its rights under this Deed, open a
fresh account or fresh accounts with the Company and continue any existing account in the
name of the Company and may appropriate to any such fresh account any monies thereafter paid
in, received or realised for the credit of the Company without being under any obligation to
apply the same or any part of them in discharge of any of the Secured Liabilities. If a
Secured Creditor shall fail to open such a fresh account it shall be deemed to have done so
with the effect that the said
 15




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monies shall not operate to reduce the Secured Liabilities at the time when that Secured
Creditor received notice.16.
    
    MISCELLANEOUS16.1
    
    The CompanyThis Deed shall be binding on the successors and assigns of the Company.16.2
    
    Assignment and transferThe Company may not assign or transfer any of its rights or obligations under this Deed
without the prior consent of each Lender. The Collateral Agent may assign and transfer all
or any part of its rights and obligations under this Deed to a replacement collateral agent
appointed pursuant to the terms of the Credit Agreement.16.3
    
    DisclosureThe Collateral Agent may disclose to any of its Affiliates and any other person:
 (a)
    
    which is one of its professional advisers;(b)
    
    to (or through) whom a Secured Creditor assigns or transfers (or may
potentially assign or transfer) all or any of its rights and obligations under this
Deed and/or the Credit Agreement;(c)
    
    which is a Receiver or prospective Receiver;(d)
    
    (together with professional advisers) who may have an interest in the benefits
arising under this Deed;(e)
    
    to whom, and to the extent that, information is required to be disclosed by any
applicable law or regulation; or(f)
    
    any other person not expressly referred to in sub-paragraphs (a) to (e) above
but otherwise described in section 11.16 (Confidentiality) of the Credit Agreement,
 any information about the Company, the Credit Documents or this Deed as the Collateral Agent
shall consider appropriate if, in relation to Clause 16.3(b), the person to whom the
information is to be given has entered into a Confidentiality Undertaking.16.4
    
    PropertyThis Deed is and will remain the property of the Collateral Agent.16.5
    
    Continuing Security
 (a)
    
    This Deed shall be a continuing security and shall not be discharged by any
intermediate payment or satisfaction of the whole or any part of the Secured
Liabilities.
 16




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(b)
    
    If any purported obligation or liability of any Credit Party to the Secured
Creditors which if valid would have been the subject of any obligation or charge
created by this Deed is or becomes unenforceable, invalid or illegal on any ground
whatsoever whether or not known to any Secured Creditor, the Company shall nevertheless
be liable in respect of that purported obligation or liability as if the same were
fully valid and enforceable and the Company was the principal debtor in respect
thereof. The Company hereby agrees to keep the Secured Creditors fully indemnified
against all damages, losses, costs and expenses arising from any failure of any Credit
Party to carry out any such purported obligation or liability.
 16.6
    
    Waiver of defencesThe obligations of the Company under this Deed will not be affected by an act, omission,
matter or thing which, but for this Clause 16.6, would reduce, release or prejudice any of
its obligations under this Deed (without limitation and whether or not known to any Secured
Creditor) including:
 (a)
    
    any time, waiver or consent granted to, or composition with, the Company, any
Credit Party or other person;(b)
    
    the release of any Credit Party or any other person under the terms of any
composition or arrangement with any creditor of any person;(c)
    
    the taking, variation, compromise, exchange, renewal or release of, or refusal
or neglect to perfect, take up or enforce, any rights against, or security over assets
of, the Company, any Credit Party or any other person or any non-presentation or
non-observance of any formality or other requirement in respect of any instrument or
any failure to realise the full value of any security;(d)
    
    any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of the Company, any Credit Party or any
other person;(e)
    
    any amendment (however fundamental) or replacement of any Credit Documents or
any other document or security;(f)
    
    any unenforceability, illegality or invalidity of any obligation of any person
under any Credit Documents or any other document or security;(g)
    
    any insolvency or similar proceedings;(h)
    
    any Secured Creditor disclosing to the Company any information relating to the
business, assets, financial condition or prospects of any other Credit Party now or
hereafter known to such Secured Creditor (the Company waiving any duty on the part of
the Secured Creditors to discuss such information);(i)
    
    the existence of any claim, set-off or other right which the Company may at any
time have against the Collateral Agent or any other person; or
 17




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(j)
    
    the making or absence of any demand for payment of any Secured Liabilities or
other obligations on the Company or any other person, whether by the Collateral Agent
or any other person.
 16.7
    
    Non-competition
 (a)
    
    Until the Security Period has ended and unless the Collateral Agent otherwise
directs, the Company will not exercise any rights which it may have by reason of
performance by it of its obligations under this Deed:
 (i)
    
    to be indemnified by any Credit Party (including any rights it
may have by way of subrogation);(ii)
    
    to claim any contribution from any guarantor of any Credit
Party of the obligations under the Credit Documents;(iii)
    
    to take the benefit (in whole or in part and whether by way of
subrogation or otherwise) of any right of the Collateral Agent or any of the
other Secured Creditors under any Credit Documents or of any other guarantee or
security taken pursuant to, or in connection with, the Credit Documents;(iv)
    
    to claim, rank, prove or vote as a creditor of any Credit Party
or its estate in competition with the Collateral Agent or any of the other
Secured Creditors; and/or(v)
    
    receive, claim or have the benefit of any payment, distribution
or security from or on account of any Credit Party, or exercise any right of
set-off against any Credit Party.
 (b)
    
    The Company shall hold on trust for and immediately pay or transfer to the
Collateral Agent any payment or distribution or benefit of security received by it
contrary to this Clause 16.7.
 16.8
    
    Additional SecurityThis Deed shall be in addition to and not be affected by any other Security or guarantee now
or hereafter held by any Secured Creditor for all or any part of the Secured Liabilities nor
shall any such other Security or guarantee of liability to any Secured Creditor of or by any
person not a Party be in any way impaired or discharged by this Deed nor shall this Deed in
any way impair or discharge such other Security or guarantee.16.9
    
    Variation of SecurityThis Deed shall not in any way be affected or prejudiced by any Secured Creditor now or
hereafter dealing with, exchanging, releasing, varying or abstaining from perfecting or
enforcing any security or guarantee referred to in Clause 16.8 (Additional Security) above
or any rights which any Secured Creditor may now or hereafter have or giving time for
payment or granting any indulgence or compounding with any person whatsoever.
 18




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16.10
    
    Enforcement of other SecurityNo Secured Creditor shall be obliged to enforce any other Security it may hold for, or
exercise any other rights it may have in relation to, the Secured Liabilities before
enforcing any of its rights under this Deed.16.11
    
    Perpetuity PeriodIf applicable, the perpetuity period under the rule against perpetuities shall be 125 years
from the date of this Deed.16.12
    
    Redemption of Prior SecurityThe Collateral Agent may redeem or take a transfer of any prior Security over the Securities
and may agree the accounts of prior encumbrancers. Such agreed accounts shall be conclusive
and binding on the Company. Any amount paid in connection with such redemption or transfer
(including expenses) shall be paid on demand by the Company to the Collateral Agent and
until such payment shall form part of the Secured Liabilities.16.13
    
    CustodyThe Collateral Agent shall be entitled to keep all certificates and documents of title
relating to the Charged Assets in safe custody at any of its branches or otherwise provide
for their safe custody by third parties and shall not be responsible for any loss or damage
occurring to or in respect thereof unless such loss or damage shall be caused by its own
gross negligence or wilful default (in each case as determined by a court of competent
jurisdiction in a final and non-appealable decision).16.14
    
    Costs and expenseSave to the extent that the same has been recovered pursuant to section 11.01 (Payment of
expenses, etc.) of the Credit Agreement, the Company shall, within three Business Days of
demand, pay to the Collateral Agent, any Receiver, attorney, manager, agent or other person
appointed by the Collateral Agent under this Deed the amount of all costs and expenses
(including legal fees) incurred by that Collateral Agent, Receiver, attorney, manager, agent
or other person (as the case may be) in connection with (i) the perfection, preservation,
enforcement or attempted enforcement, of the Security created by or contemplated by this
Deed and/or (ii) the exercise of any rights under this Deed.17.
    
    NOTICES17.1
    
    Communications in writingAny communication to be made under or in connection with this Deed shall be made in writing
and, unless otherwise stated, may be made by fax or letter.17.2
    
    AddressesThe address and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of the Company and the Collateral Agent for any
 19




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##### 



communication or document to be made or delivered under or in connection with this Deed is
that identified with its name below:
 CompanyAddress:
    
    Endeavour Energy North Sea, L.P.c/o Corporation Trust Company1209 Orange StreetWilmingtonDelaware 19801United States of AmericaFor the Attention of:
    
    Mike KirkseyWith a copy to:
    
    Endeavour Energy North Sea, L.P.c/o Endeavour International Corporation1001 Fannin Street, Suite 1600Houston, Texas 77002United States of AmericaFor the Attention of:
    
    Mike Kirksey / Cathy StubbsFax Number:
    
    +1 713 307 8794Email:
    
    Mike.Kirksey@endeavourcorp.com /Cathy.Stubbs@endeavourcorp.comCollateral AgentAddress:
    
    Cyan Partners, LP399 Park Avenue39th FloorNew York 10022United States of AmericaFax Number:
    
    +1 212 380 5871For the Attention of:
    
    Divya Gopal
 or any substitute address, fax number or department or officer as the Company may notify to
the Collateral Agent or, as the case may be, the Collateral Agent may notify to the Company,
in each case by not less than five Business Days notice.17.3
    
    Delivery
 (a)
    
    Any communication or document made or delivered by one person to another under
or in connection with this Deed will only be effective:
 (i)
    
    if by way of fax, when received in legible form; or
 20




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(ii)
    
    if by way of letter, when it has been left at the relevant
address or five Business Days after being deposited in the post postage prepaid
in an envelope addressed to it at that address,
 and, if a particular department or officer is specified as part of its address
details provided under Clause 17.2 (Addresses), if addressed to that department or
officer.(b)
    
    Any communication or document to be made or delivered to the Collateral Agent
will be effective only when actually received by it and then only if it is expressly
marked for the attention of the department or officer identified with the Collateral
Agents name in Clause 17.2 (Addresses) (or any substitute department or officer as it
shall specify for this purpose).
 18.
    
    CERTIFICATES AND DETERMINATIONSAny certificate or determination by the Collateral Agent of a rate or amount under this Deed
is, in the absence of manifest error, conclusive evidence of the matters to which it
relates.19.
    
    PARTIAL INVALIDITYIf, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable
in any respect under any law of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions nor the legality, validity or enforceability of
such provision under the law of any other jurisdiction will in any way be affected or
impaired.20.
    
    COUNTERPARTSThis Deed may be executed in any number of counterparts, and this has the same effect as if
the signatures on the counterparts were on a single copy of this Deed.21.
    
    THIRD PARTIESSave as expressly stated in this Deed, a person who is not a Party to this Deed has no right
under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of
any term of this Deed.22.
    
    GOVERNING LAWThis Deed and any dispute or claim arising out of or in connection with it or its subject
matter, existence, negotiation, validity, termination or enforceability (including any
non-contractual disputes or claims) shall be governed by and construed in accordance with
English law.23.
    
    ENFORCEMENT23.1
    
    Jurisdiction
 (a)
    
    The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Deed (including a dispute regarding the
 21




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existence, validity or termination of this Deed or any non-contractual obligation
arising out of or in connection with this Deed) (a Dispute).(b)
    
    The Parties agree that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no Party will argue to the
contrary.(c)
    
    This Clause 23.1 (Jurisdiction) is for the benefit of the Secured Creditors
only. As a result, no Secured Creditor shall be prevented from taking proceedings
relating to a Dispute in any other courts with jurisdiction. To the extent allowed by
law, the Secured Creditors may take concurrent proceedings in any number of
jurisdictions.
 23.2
    
    Waiver of immunityThe Company irrevocably and unconditionally:
 (a)
    
    agrees not to claim any immunity from proceedings brought by a Secured Creditor
against it in relation to a Credit Document and to ensure that no such claim is made on
its behalf;(b)
    
    consents generally to the giving of any relief or the issue of any process in
connection with those proceedings; and(c)
    
    waives all rights of immunity in respect of it or its assets.
 IN WITNESS
 22




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SIGNED AS A DEED by
    
    
    
    
    )ENDEAVOUR ENERGY NORTH SEA, L.P.
    
    
    
    
    )acting by
    
    
    
    
    )Endeavour Energy North Sea LLC, as sole general
    
    
    )partner
    
    
    
    
    ))In the presence of:
    
    
    
    
    ))Signature of witnessName of witness(in BLOCK CAPITALS)Address of witnessSIGNEDby
    
    
    
    
    ))for and on behalf of
    
    
    
    
    )CYAN PARTNERS, LP
    
    
    
    
    )))
 23




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Exhibit F-4
 EG/JJK  Deed of pledge of shares
Endeavour International Holding B.V.
  1.
    
    Jan Joris van Kampen, employed at the offices of me, civil law notary, located at 3014 DA
Rotterdam, the Netherlands, Weena 750, born in Amsterdam, the Netherlands, on the nineteenth
day of January nineteen hundred eighty-three,
and acting for the purpose of this deed as the holder of a written power of attorney from:
 a.
    
    Endeavour Operating Corporationa company incorporated and existing under the
laws of the State of Delaware, United States of America, having its registered office
at 1000 Main Street, Suite 3300, Houston, Texas, 77002, United States of America
which company is hereinafter referred to as: the Pledgor;b.
    
    Endeavour International Holding B.V.a company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid), having its corporate seat at
Amsterdam, the Netherlands (address: 1043 EJ Amsterdam, the Netherlands
Teleportboulevard 140, Trade Register number 34229293),
which company is hereinafter referred to as: the Company; and
 2.
    
    Jesler Jan Hartman Kok, born at Groningen, the Netherlands on the twenty-sixth day of
November nineteen hundred eighty, residing at 3031 SK Rotterdam, the Netherlands, Brussestraat
18c, holder of Dutch passport number NK5917452, acting for the purpose of this deed as the
holder of a written power of attorney from Cyan Partners, LP, a company organised and existing
under the laws of the State of Delaware, United States of America having its registered office
at 399 Park Avenue, New York, New York, United States of America 10022,
which company is hereinafter referred to as: the Pledgee.
 Powers of attorney
   A.
    
    on the sixteenth day of August two thousand and ten, inter alios, the Pledgee (as
Administrative Agent, Sole Arranger and Sole Book Runner), Endeavour Energy UK Limited as
Borrower, and Endeavour International Corporation as Holdings, entered into a one hundred and
sixty million American dollars (USD 160,000,000) term loan facility agreement (the Credit
Agreement);B.
    
    on the sixteenth day of August two thousand and ten, inter alios, the Pledgee, the Pledgor
and the Company entered into a guarantee agreement pursuant to which inter alioseach of the
Pledgor and the Company guarantees any and all obligations to pay an amount of money
(verplichtingen tot voldoening van een geldsom), whether present or future, actual or
contingent, that may at any time be owing by a Credit Party (as defined in the Credit
Agreement) to the Secured
 1




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Creditors (as defined in the Credit Agreement) under or pursuant to the Credit Documents
(as defined in the Credit Agreement) (the Subsidiary Guaranty);
 C.
    
    the Present Shares (as defined below) were acquired by the Pledgor by virtue of the deed of
incorporation of the Company, executed on the twenty-seventh of June two thousand and five
before M.P. Bongard, civil-law notary in Amsterdam;D.
    
    the Pledgor has agreed to execute this present deed of pledge of shares (the Deed) as
security for the payment when due of the Secured Obligations (as defined below);E.
    
    it is envisaged that the Existing Security (as defined below) will be terminated pursuant to
a letter of termination of rights of pledge to be issued and signed by or on behalf of BNP
Paribas S.A. and to be signed for acknowledgement and receipt by  inter alios- the Pledgor
and the Company;F.
    
    it has been agreed that the voting rights attaching to the Shares (as defined below) will be
vested in the Pledgee subject to the suspensive conditions (opschortende voorwaarden) set out
in Clause 3 (Rights in respect of the Voting Rights) of this Deed;G.
    
    the articles of association of the Company permit the creation of a right of pledge on the shares in its capital and the vesting of voting rights attaching to such shares in the
Pledgee;H.
    
    the general meeting of shareholders of the Company has resolved to give the legally required
approval for the creation of the right of pledge, including the vesting of the voting rights
attaching to the Shares (as defined below) in the Pledgee, as evidenced by resolutions of the
general meeting of shareholders of the Company dated twenty nine July two thousand ten.
  It is hereby agreed as follows:
 1.
    
    Definitions and interpretation1.1
    
    All capitalized terms used in this Deed including the recitals, and not otherwise defined
herein shall have the meaning assigned to them in the Credit Agreement.1.2
    
    a. Headings are for convenience of reference only.
 b.
    
    Where the context so permits, the singular includes the plural and vice
versa.c.
    
    Save where the contrary is indicated, any reference in this Deed to the
parties or a party to this Deed shall be construed so as to include its or their
respective successors, transferees and assigns from time to time and any successor of
such a successor, transferee or assign in accordance with their respective interests.d.
    
    A clause shall, subject to any indication to the contrary, be construed
as a reference to a clause of this Deed.
 2




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e.
    
    References to the Credit Agreement, the (other) Credit Documents, this
Deed, or any other agreement or document shall, where applicable, be deemed to be
references to such Credit Agreement, the (other) Credit Documents, this Deed, or any
other agreement or document as the same may have been, or may from time to time be,
extended, prolonged, amended, restated, supplemented, renewed or novated, as persons
may accede thereto as a party or withdraw therefrom as a party in part or in whole or
be released thereunder in part or in whole, and as facilities and financial services
are or may from time to time be granted, extended, prolonged, increased, reduced,
cancelled, withdrawn, amended, restated, supplemented, renewed or novated there
under.f.
    
    A statute or statutory provision shall be construed as a reference to such
statute or statutory provision as the same may have been, or may from time to time
be, amended or re-enacted and all instruments, orders, plans, regulations, by-laws,
permissions and directions at any time made there under.g.
    
    References to the Dutch Civil Code are references to het Nederlands
Burgerlijk Wetboek, references to the Dutch Bankruptcy Act are references to de
Nederlandse Faillissementswet.
 1.3
    
    In this Deed the following words and expressions shall have the following meaning:
 
    
    Collateral means (i) the Shares and (ii) the Rights;
    
    Conditions Precedent means each of the following conditions precedent
(opschortende voorwaarden): (i) the termination of the Existing Security, (ii) the
occurrence of an Event of Default, and (iii) the issuance of a Voting Rights Notice;
    
    Default Notice means a notice in writing to be issued by the Pledgee to the
Pledgor and the Company upon or after the occurrence of an Event of Default;
    
    Enforcement Event means the issuance of a Default Notice following an Event of
Default which also constitutes a default (verzuim) in the fulfillment of the Secured
Obligations within the meaning of Article 3:248 of the Dutch Civil Code;
    
    Existing Security means the rights of pledge and all other security interests
created or purported to be created under or pursuant to:
 (a)
    
    a notarial deed of first ranking pledge over the Present
Shares dated first of November two thousand six executed before H.B.H.
Kraak, civil law notary at Amsterdam between the Pledgor as pledgor, BNP
Paribas S.A. as pledgee and the Company as the company;(b)
    
    a notarial deed of second ranking pledge over the Present
Shares
 3




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dated seven March two thousand eight executed before P.H.N. Quist, civil law
notary at Amsterdam between the Pledgor as pledgor, BNP Paribas S.A. as
pledgee and the Company as the company; and
 (c)
    
    a notarial deed of third ranking pledge over the Present
Shares dated eight February two thousand ten executed before P.H.N. Quist,
civil law notary at Amsterdam between the Pledgor as pledgor, BNP Paribas
S.A. as pledgee and the Company as the company;
 
    
    Future Rights means any and all Rights in respect of Future Shares;
    
    Future Shares means all shares in the capital of the Company which the Pledgor
may hold at any time, which may be issued to or acquired by the Pledgor after the
date of this Deed;
    
    Intercreditor Agreement has the meaning ascribed thereto in the Credit
Agreement;
    
    Parallel Debt has the meaning ascribed thereto in clause 2 (Parallel Debt) of
the Subsidiary Guaranty;
    
    Parallel Obligations means the obligations to pay an amount of money
(verplichtingen tot voldoening van een geldsom) of the Pledgor to the Pledgee arising
from the Parallel Debt;
    
    Present Shares means one hundred percent (100%) of the registered and paid-up shares in the issued capital of the Company, being one hundred eighty (180) shares,
each with a nominal value of one hundred Euro (EUR 100.-), numbered 1 to 180
inclusive;
    
    Principal Obligations means any and all obligations to pay an amount of money
(verplichtingen tot voldoening van een geldsom) of the Pledgor under or pursuant to
the Credit Documents (whether now existing or hereafter created or arising) together
with all monies and liabilities payable or to be discharged by the Pledgor pursuant
to the terms of this Deed, other than obligations to pay an amount of money
(verplichtingen tot voldoening van een geldsom) under the Parallel Obligations;
    
    Rights means any and all rights to or under dividends, other distributions,
proceeds, options, warrants, claim rights and other similar rights, other than shares
in the capital of the Company, currently existing or in the future arising or
received with respect to or out of the Shares but excluding the Voting Rights;
    
    Rights of Pledge means each of the rights of pledge created under this Deed;
    
    Secured Obligations means collectively the Parallel Obligations and the
Principal Obligations to the extent owing to the Pledgee;
    
    Security Period means the period beginning on the date hereof and
 4




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ending on the earliest date upon which (a) all Secured Obligations have been
irrevocably paid and discharged, or have ceased to exist, and (b) all Rights of
Pledge have been released and discharged by the Pledgee in accordance with clause
8.2 below;
 
    
    Shares means the Present Shares and the Future Shares;
    
    Voting Rights means the voting rights attached to the Shares;
    
    Voting Rights Notice means a notice in writing by the Pledgee to the Pledgor and
the Company that it wishes to exercise the Voting Rights.
 2.
    
    Pledge of the Shares and the other Collateral2.1
    
    The Pledgor hereby agrees with the Pledgee and hereby undertakes that the Pledgor shall grant
to the Pledgee the rights of pledge purported to be granted under or pursuant to this Deed.2.2
    
    As security for the payment and discharge in full, when due (whether at stated maturity, by
acceleration or otherwise), of the Secured Obligations, the Pledgor hereby grants, to the
Pledgee a right of pledge (pandrecht), on the Present Shares and, to the extent legally
possible hereby grants in advance (verpandt bij voorbaat) to the Pledgee a right of pledge on
the Future Shares, and the Pledgee hereby accepts such rights of pledge.To the extent no valid pledge on the Future Shares is created by this Deed, the Pledgor
irrevocably and unconditionally undertakes to pledge to the Pledgee the Future Shares
immediately after the Pledgor has acquired such shares.2.3
    
    Subject to clause 3.2 with respect to dividends and other distributions, the Pledgor, to the
extent such pledge is not included in the Rights of Pledge in respect of the Shares, and to
the fullest extent possible as permitted by applicable law, hereby pledges the Rights in favor
of the Pledgee as security for the full and prompt payment and discharge of its Secured
Obligations and the Pledgee accepts such pledge.To the extent no valid pledge on the Rights is created hereunder, the Pledgor, irrevocably
and unconditionally undertakes, immediately on demand by the Pledgee, to pledge in favor
of the Pledgee and to assign to the Pledgee the Rights subject to clause 3.2. under the
same terms and the same conditions as set forth in this Deed.2.4
    
    The Pledgor irrevocably and unconditionally undertakes to take such action (including the
execution of documents to be made up in form and substance satisfactory to the Pledgee) as and
when the Pledgee deems necessary in its reasonable opinion from time to time to create,
perfect and maintain a valid and enforceable right of pledge in favor of the Pledgee with
respect to the Collateral (and thereupon the Collateral shall become subject to a right of
pledge as provided in this Deed).2.5
    
    The Pledgor hereby grants to the Pledgee an irrevocable and non-exclusive power of attorney
(without obligation) to pledge to the Pledgee the Future Shares immediately after the Pledgor
has acquired such shares.
 5




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This power of attorney includes the right of substitution.
 2.6
    
    Each of the Rights of Pledge is one and indivisible (één en ondeelbaar).
Partial fulfillment of the Secured Obligations shall not extinguish the Rights of Pledge
proportionally.2.7
    
    The Rights of Pledge include all accessory rights (afhankelijke rechten) and all ancillary
rights (nevenrechten) attached to the Collateral.2.8
    
    The Company is hereby notified of the Rights of Pledge created by this Deed.3.
    
    Rights in respect of the Voting Rights3.1
    
    The Voting Rights are hereby vested in the Pledgee within the meaning of article 2:198
paragraph 3 of the Dutch Civil Code, subject to the Conditions Precedent being satisfied.
Therefore, provided that the Conditions Precedent have not been satisfied,
the Pledgor shall remain entitled and authorized to exercise the Voting
Rights, provided that the Pledgor may not exercise the Voting Rights in any
manner which could be prejudicial to any of the Secured Creditors.
As long as the Conditions Precedent have not been satisfied, the Pledgee
shall not have the rights which are granted to the holders of depositary
receipts issued for shares with the cooperation of a company.3.2
    
    Upon the Conditions Precedent having been satisfied:
 i.
    
    the Pledgee shall be fully entitled, to the exclusion of the Pledgor, to
exercise the Voting Rights pertaining to the Shares;ii.
    
    in the event Dutch company law prevents the Voting Rights to return to the
Pledgor when the respective Event of Default has been cured or waived by the Pledgee,
the Pledgee shall at the request of the Pledgor (not to be unreasonably withheld or
delayed) give a power of attorney to the Pledgor to exercise the Voting Rights for as
long as no new Voting Rights Notice has been issued.For the duration of such power of attorney clauses 3.2 (i) is not applicable.Upon a new Voting Rights Notice being issued, the power of attorney shall
automatically terminate.The Pledgor may not exercise the Voting Rights in any manner which could be
prejudicial to any of the Secured Creditors.
 4.
    
    Dividends and other distributions upon issuance of Default Notice4.1
    
    Subject to Clause 4.2 of this Deed and subject to the suspensive condition (opschortende
voorwaarde)of the termination of the Existing Security the Pledgee shall be entitled to
receive, retain and utilize any and all dividends and other distributions received in cash or
other payment of money in respect of the Collateral.4.2
    
    The Pledgee grants permission to the Pledgor, within the meaning of article 3:246 paragraph 4
of the Dutch Civil Code to receive, retain and utilize any and all dividends and other
distributions received in cash or other payment of
 6




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money in respect of the Collateral until such permission has
been withdrawn by means of a Default Notice issued by the
Pledgee.
 4.3
    
    Upon the Default Notice being issued:
 i.
    
    all rights of the Pledgor to receive dividends and other distributions
pursuant to the Rights shall automatically cease, and thereupon the Pledgee shall
have the sole right to receive and hold as collateral such dividends and other
distributions and such dividends or other distributions must be paid directly to the
Pledgee or as it may direct;ii.
    
    the Pledgee shall be entitled to collect any repayment on the Shares
(terugbetaling op aandelen) and all liquidation proceeds, if any, which are to be
distributed in respect of the Shares upon dissolution and liquidation of the Company
or otherwise;iii.
    
    all payments which are received by the Pledgor contrary to the provisions-
of this clause 4 shall be received on behalf of and for the benefit of the Pledgee,
shall be segregated from the other assets of the Pledgor and shall be immediately
paid over or delivered (with any necessary endorsements) to the Pledgee or its
authorized designee or as the Pledgee may otherwise direct as collateral in the exact
form as received, to be held by the Pledgee as collateral and as further collateral
security for the Secured Obligations. This is without prejudice to any right the
Pledgee may have against the person who made the payment.
 5. Representations and warranties
 The Pledgor represents and warrants that the following is true and correct on the date of
this Deed and each time any Future Shares and/or Future Rights will be pledged to the
Pledgee:
 i.
    
    the Present Shares are and each Future Share will be, fully paid-up and the
Collateral is free and clear of any lien, charge, encumbrance with any restricted
rights (beperkte rechten), attachment (beslag), or any other right or security
interest whatsoever, other than: (i) those created under this Deed, (ii) the Existing
Security and (iii) and any encumbrances permitted under the Credit Documents;ii.
    
    the Pledgor holds full and exclusive title to the Collateral and is
authorized (beschikkingsbevoegd) to create a right of pledge thereover;iii.
    
    the Pledgor acquired the Present Shares by incorporation of the Company,
executed by deed on the twenty-seventh of June two thousand and five before M.P.
Bongard, civil-law notary in Amsterdam;iv.
    
    no depositary receipts (certificaten van aandelen) have been issued for the
Present Shares or will be issued for the Future Shares with the concurrence of the
Company; andv.
    
    all information provided by the Pledgor with regard to this deed is correct
and complete.
 7




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6 Undertakings
 6.1
    
    Except to the extent permitted pursuant to the Credit Documents, the Pledgor undertakes not
to waive without the prior written consent of the Pledgee (not to be unreasonably withheld or
delayed), any accessory rights (afhankelijke rechten) or ancillary rights (nevenrechten)
attached to the Collateral and in general not to perform any acts which result or could result
in a material reduction of the value of the Shares.6.2
    
    Except to the extent permitted pursuant to the Credit Documents, the Pledgor shall not,
without the prior written consent of the Pledgee (not to be unreasonably withheld or delayed),
transfer or further pledge or otherwise encumber any of the Shares or agree to a court
settlement or an out-of-court settlement (gerechtelijk or buitengerechtelijk akkoord) in
respect of the Shares.6.3
    
    The Pledgor shall, at the Pledgees first request, provide in the English language the
Pledgee all information and supporting documentation relating to the Collateral and allow the
Pledgee to inspect its administrative records during office hours, all of the foregoing to the
extent required by the Pledgee (acting reasonably) for the purpose of this Deed.
The Pledgor shall forthwith inform the Pledgee of any attachment (beslag) over
any part of the Collateral.The pledgor shall:
 i.
    
    send the Pledgee a copy of the relevant attachment or seizure documentation
as well as all other documents required under applicable law for challenging the
attachment or seizure (if and to the extent possible);ii.
    
    notify the third party or the court process server acting on behalf of such
third party in writing of the Pledgees interest over the Collateral; andiii.
    
    take such measures as may reasonably be required to protect the Pledgees
interest over the Collateral.
 6.4
    
    The Pledgor covenants for the benefit of the Pledgee throughout the Security Period to
co-operate with the Pledgee in the collection and recovery of the Collateral and to render all
reasonable assistance as may be required pursuant to any exchange regulations and/or foreign
statutory rules or other rules, including the taking of any legal action that the Pledgee may
deem necessary in connection therewith after the issuance of a Default Notice to it.6.5
    
    In addition and without prejudice to the obligations of the Pledgor pursuant to clauses 6.3
and 6.4 above, the Pledgor shall notify the Pledgee promptly of any event or circumstance
which could reasonably be of importance to the Pledgee with a view to the preservation and
exercise of the Pledgees rights under or pursuant to this Deed.
 7 Enforcement and power of attorney
 7.1
    
    Without prejudice to any other right or remedy available to the Pledgee, following the
occurrence of an Enforcement Event the Pledgee shall be empowered, at its discretion, to
immediately enforce the Rights of Pledge against the
 8




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Pledgor without any (further) notice of default being required and the Pledgee may
immediately exercise in respect of any and all of the Shares any and all of its rights and
powers set out in this Deed (subject to restrictions following from mandatory provisions
of law) irrespective of whether the Pledgee or any of the Secured Creditors shall have
proceeded against or claimed payment from any party liable for any of the Secured
Obligations.
 7.2
    
    Upon the occurrence of an Event of Default, the Pledgee shall be entitled to sell or procure
the sale of the Collateral forthwith, all to the extent permitted by applicable laws.To the fullest extent permitted by law, the Pledgor waives (which waiver the Pledgee hereby accepts) any right it may have (i)
pursuant to section 3:234 Dutch Civil Code to demand, in the event that the Pledgee enforces the Rights of Pledge, that the Pledgee
shall also enforce any of the security interests (zekerheidsrechten) granted by any of the Credit Partys and (ii) of requiring the
Pledgee to firstly proceed against or claim payment from any person or entity or enforce any guarantee or security granted by any
other person or entity before enforcing the Rights of Pledge and/or any other rights under this Deed.7.3
    
    The Pledgor will not be entitled to request the summary
proceedings judge (voorzieningenrechter) of
the district court to order that
the Collateral shall be sold in a
manner deviating from the
provision of section 3:250 Dutch
Civil Code.7.4
    
    In the event that the Pledgee forecloses or intends to foreclose the Rights of Pledge, it
will not be obliged to give notice (thereof) (as provided in section 3:249 and section 3:252
Dutch Civil Code) to the Pledgor or any person having the benefit of an encumbrance on
Collateral comprised in such Rights of Pledge (save as may be otherwise provided in the Credit
Documents).7.5
    
    The Pledgee shall apply the proceeds of the Collateral and the foreclosure of the Rights of
Pledge or any of them in satisfaction of the Secured Obligations, in each case in accordance
with the Credit Agreement, the Intercreditor Agreement and in accordance with applicable
provisions of Dutch law.7.6
    
    In addition to the undertakings contained in clause 2.4 above, the Pledgor shall at any time,
upon written request of the Pledgee after the issuance of a Default Notice to the Pledgor,
execute and cause to be filed, at such Pledgors expense, such documents and instruments, and
do such other acts and things, as the Pledgee may reasonably deem desirable in obtaining the
full benefits of this Deed (including the protection and preservation of its rights) and of
the rights and powers granted hereunder or granted to a pledgee under the laws of the
Netherlands.7.7
    
    The Pledgor hereby grants to the Pledgee (and any of its delegates) an irrevocable power of
attorney (the Power of Attorney) in accordance with section 3:74 (1) Dutch Civil Code to,
following the issuance of a Default Notice to it, perform all acts and execute all documents
in order to perfect or implement
 9




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this Deed on its behalf, and to take
all actions which are necessary for
the Pledgee (and any of its
delegates) to create, maintain,
protect, preserve and exercise its
rights under this Deed (acting
reasonably).
The parties agree that section 3:68
(Selbsteintritt) Dutch Civil Code
will not apply and to the extent
necessary, the Pledgor hereby waives
any rights it may have under section
3:68 Dutch Civil Code, which waiver
the Pledgee hereby accepts.
 8
    
    Termination8.1
    
    The Pledgee is entitled to terminate by notice (opzeggen) in whole or in part any Right of
Pledge on all or part of the Collateral and the contractual arrangements set forth herein.Notice of termination must be given in writing by the Pledgee to the Pledgor.8.2
    
    The Rights of Pledge or any of them shall terminate by operation of law when all Secured
Obligations have been unconditionally and irrevocably paid and discharged in full and all
obligations under the Credit Documents have terminated.At the request of the Pledgor, the Pledgee shall confirm such termination in writing and
will execute all documents reasonably requested by the Pledgor in relation thereto (at the
expense of the Pledgor).9.
    
    Assignment and information9.1
    
    Subject to the relevant provisions of the Credit Documents, the Pledgee (but not, for the
avoidance of doubt, the Pledgor) shall be entitled to assign and/or transfer all or part of
its rights and obligations under this Deed to any assignee and/or transferee.9.2
    
    The Pledgor hereby in advance gives its irrevocable consent to (geeft toestemming bij
voorbaat) within the meaning of section 6:156 Dutch Civil Code and hereby in advance
irrevocably co-operates with (verleent bij voorbaat mede-werking aan), within the meaning of
sections 6:159 and 6:156 Dutch Civil Code, any such assignment and/or transfer executed in
accordance with the relevant provisions of the Credit Documents, including by means of an
assumption of debt (schuldoverneming) or transfer of agreement (contracts-overneming), as the
case may be, hereunder.9.3
    
    If the Pledgee assigns and transfers its rights or obligations and the relevant transferee is
subrogated in the rights of the Pledgee (in de rechten van de pandhouder treedt) in respect of
the Rights of Pledge, the Pledgor must promptly ensure that the conditional transfer of voting
rights to that person will be effected in accordance with section 2:198 (3) Dutch Civil Code.9.4
    
    The Pledgee shall be entitled to impart any information concerning the Pledgor to any
successor or proposed successor, subject to any confidentiality provision of the Credit
Agreement.10.
    
    Records of PledgeeSubject to proof to the contrary, the records of the Pledgee shall be conclusive
 10




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evidence (dwingend bewijs) of the existence and amount of the Secured Obligations, subject
to and in accordance with the terms of the Credit Documents and this Deed.
 11.
    
    CostsSubject to any provision to the contrary herein, all costs reasonably incurred in
connection with the creation of the Rights of Pledge and the performance by the parties of
their rights and obligations under this Deed shall be for the account of the persons or
entities designated in or pursuant to the Credit Agreement and shall be settled in
accordance therewith.12.
    
    NoticesAny notices and other communications under or in connection with this Deed shall be given
in accordance with clause 11.03 of the Credit Agreement.13.
    
    Suspension of rights and indemnity13.1
    
    Throughout the Security Period, the Pledgor shall not:
 i.
    
    receive, claim or have the benefit of any payment, distribution or security
from or on account of any Credit Party under any indemnity or otherwise or exercise
its rights of defense, suspension, retention, set off or counter claim as against any
Credit Party;ii.
    
    take recourse (verhaal) or take any other step to enforce any right against
any Borrower or Guarantor or their respective assets; andiii.
    
    claim or vote in competition with the Pledgee or any of the other Secured
Creditors in the bankruptcy, suspension of payment or liquidation or analogous
circumstance of any Credit Part,
 except in each case, in such manner and upon such terms as the Pledgee, acting reasonably,
may require.Subject to the condition precedent (opschortende voorwaarde) that the Pledgee exercises
its rights to enforce the Rights of Pledge in accordance with Clause 7 of this Deed, the
Pledgor hereby waives in advance any rights it may have as set out under (i), (ii) and
(iii) above, which waiver is hereby accepted by the Pledgee.Any payment, distribution or security received by the Pledgor contrary to the provisions
of this Deed shall be received and held by the Pledgor as custodian (bewaarnemer) for the
benefit of the Pledgee and the other Secured Creditors and shall, pending payment or
transfer to the Pledgee, to the extent legally possible, be segregated from the other
assets of the Pledgor and shall be forthwith paid over or transferred to the Pledgee.If notwithstanding the above the Pledgor exercises any right of defense, suspension,
retention, set off or counter claim in respect of any amount, it shall forthwith pay an
amount equal to such amount to the Pledgee.13.2
    
    The Pledgee shall not be liable to the Pledgor under or pursuant to the Credit Documents
whatsoever except for its willful misconduct (opzet) or gross negligence (grove schuld).
 11




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14.
    
    Limitation, waiverThe Pledgor waives, to the fullest extent permitted by law, its right (i) to dissolve this
Deed, pursuant to section 6:265 Dutch Civil Code or on any other ground or (ii) to avoid
this Deed, including but not limited to error (dwaling), which waiver the Pledgee hereby
accepts.15.
    
    Security interest absoluteAll rights of the Pledgee, the Rights of Pledge and all obligations of the Pledgor
hereunder shall be absolute and unconditional irrespective of:
 i.
    
    any change in the time, manner or place of payment of the Secured
Obligations or any change of or amendment to the Credit Documents and any other
document related thereto, or any other agreement or instrument relating to any of
them; orii.
    
    any exchange, release or non perfection of any other collateral, or any
release or amendment or waiver of or consent to any departure from any other
collateral for the Secured Obligations.
 16.
    
    Amendment of this DeedThis Deed may only be amended by a written agreement between the Pledgor and the Pledgee
(with the consent of the other Secured Creditors under the Credit Documents), to the
extent required by Dutch law, executed before a Dutch civil-law notary.17.
    
    Governing law and jurisdictionThis Deed shall be governed by and construed in accordance with the laws of the
Netherlands.The Pledgor consents to the exclusive jurisdiction of the courts of Amsterdam, the
Netherlands.The Pledgor hereby waives any objection that it may now or hereafter have to the
jurisdiction of such courts, which waiver the Pledgee hereby accepts.This clause is for the benefit of the Pledgee only and shall not limit its right to bring
proceedings against the Pledgor in connection with this Deed or the Credit Documents in
any other court of competent jurisdiction or concurrently in more than one jurisdiction.18.
    
    Severability of provisions18.1
    
    Any provision of this Deed which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.18.2
    
    The parties hereto agree that they will negotiate in good faith to replace any provision
hereof held invalid, illegal or unenforceable as set out in clause 18.1 above with a valid
provision which is as similar as possible in substance to the invalid, illegal or
unenforceable provision.
 12




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19.
    
    Remedies and prevalence19.1
    
    The rights and remedies of the Pledgee herein, and the obligations, representations and
warranties of the Pledgor herein, are cumulative and are not exclusive of any rights or
remedies of the Pledgee, or obligations, representations or warranties of the Pledgor,
conferred or imposed by law or the Credit Documents.19.2
    
    To the extent there is a conflict between the provisions of the Credit Documents and this
Deed, the provisions of the Credit Documents shall prevail (but only to the extent that the
validity and enforceability of the pledges created or purported to be created pursuant this
Deed and the powers of attorney given pursuant this Deed are not affected as a consequence).20.
    
    Final Provisions20.1
    
    With due observance of article 20 of the articles of association of the Company, the Pledgor,
having given the members of the Management Board of the Company the opportunity to cast their
advisory votes, as holder of all of the shares in the share capital of the Company herewith
resolves, without holding a meeting of shareholders, to approve this Deed including, without
limitation, the Rights of Pledge and the transfer of the Voting Rights on the Shares subject
to the Conditions Precedent having been satisfied.20.2
    
    The person appearing referred to under 1 above, acting as representative of the Company,
declared that the Company has always accepted as valid the transfer by which the Pledgor
acquired the Present Shares and all previous transfers of the Present Shares, that the Company
acknowledges the right of pledge created by this Deed on the Present Shares, and that the
Company will cause the right of pledge on the Present Shares to be recorded in its
shareholders register without delay. Furthermore, the person appearing referred to under A
above, acting as representative of the Company, declared that the Company acknowledges the
right of pledge created by this Deed on the Future Shares and undertakes to enter such right
of pledge in its shareholders register without delay as soon as the Pledgor becomes the holder
of the Future Shares.20.3
    
    The Pledgor, the Pledgee and the Company are aware of the fact that the undersigned civil law
notary works with NautaDutilh N.V., the firm that has advised the Pledgee in this transaction.
With reference to the Code of Conduct (Verordening beroeps- en gedragsregels) of the Royal
Notarial Professional organisation (Koninklijke Notariële Beroepsorganisatie KNB), the parties
to this Deed herewith explicitly agree that he executes this Deed.
 CONCLUSION
    13




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14




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##### 



EG/JJK  Deed of pledge of shares
Endeavour Energy Netherlands B.V.
  1.
    
    Jan Joris van Kampen, employed at the offices of me, civil law notary, located at 3014 DA
Rotterdam, the Netherlands, Weena 750, born in Amsterdam, the Netherlands, on the nineteenth
day of January nineteen hundred eighty-three, and acting for the purpose of this deed as the holder of a written power of attorney from:
 a.
    
    Endeavour International Holding B.V.a company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid), having its corporate seat at
Amsterdam, the Netherlands (address: 1043 EJ Amsterdam, the Netherlands,
Teleportboulevard 140, Trade Register number 34229293),
 which company is hereinafter referred to as: the Pledgor
 b.
    
    Endeavour Energy Netherlands B.V.a company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid), having its corporate seat at
Amsterdam, the Netherlands (address: 1043 EJ Amsterdam, the Netherlands,
Teleportboulevard 140, Trade Register number 34229296),
 which company is hereinafter referred to as: the Company; and
 2.
    
    Jesler Jan Hartman Kok, born at Groningen, the Netherlands on the twenty-sixth day of
November nineteen hundred eighty, residing at Brussestraat 18c, 3031 SK Rotterdam, the
Netherlands, holder of Dutch passport number NK5917452, acting for the purpose of this deed as
the holder of a written power of attorney from Cyan Partners, LP, a company organised and
existing under the laws of the State of Delaware, United States of America having its
registered office at 399 Park Avenue, New York, New York, United States of America 10022,
 which company is hereinafter referred to as: the Pledgee.
 Powers of attorney
   A.
    
    on the sixteenth day of August two thousand and ten, inter alios, the Pledgee (as
Administrative Agent, Sole Arranger and Sole Book Runner), Endeavour Energy UK Limited as
Borrower, and Endeavour International Corporation as Holdings, entered into a one hundred and
sixty million American dollars (USD 160,000,000) term loan facility agreement (the Credit
Agreement);B.
    
    on the sixteenth day of August two thousand and ten, inter alios, the Pledgee, the Pledgor
and the Company entered into a guarantee agreement pursuant to which inter alioseach of the
Pledgor and the Company guarantees any and all obligations to pay an amount of money
(verplichtingen tot voldoening van een
 1




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geldsom), whether present or future, actual or contingent, that may at any time be owing
by a Credit Party (as defined in the Credit Agreement) to the Secured Creditors (as
defined in the Credit Agreement) under or pursuant to the Credit Documents (as defined in
the Credit Agreement) (the Subsidiary Guaranty);
 C.
    
    the Present Shares (as defined below) were acquired by the Pledgor by virtue of the deed of
incorporation of the Company, executed on the twenty-seventh of June two thousand and five
before M.P. Bongard, civil-law notary in Amsterdam;D.
    
    the Pledgor has agreed to execute this present deed of pledge of shares (the Deed) as
security for the payment when due of the Secured Obligations (as defined below);E.
    
    it is envisaged that the Existing Security (as defined below) will be terminated pursuant to
a letter of termination of rights of pledge to be issued and signed by or on behalf of BNP
Paribas S.A. and to be signed for acknowledgement and receipt by  inter alios- the Pledgor
and the Company;F.
    
    it has been agreed that the voting rights attaching to the Shares (as defined below) will be
vested in the Pledgee subject to the suspensive conditions (opschortende voorwaarden) set out
in Clause 3 (Rights in respect of the Voting Rights) of this Deed;G.
    
    the articles of association of the Company permit the creation of a right of pledge on the
 shares in its capital and the vesting of voting rights attaching to such shares in the
Pledgee;H.
    
    the general meeting of shareholders of the Company has resolved to give the legally required
approval for the creation of the right of pledge, including the vesting of the voting rights
attaching to the Shares (as defined below) in the Pledgee, as evidenced by resolutions of the
general meeting of shareholders of the Company dated thirty July two thousand ten.
  It is hereby agreed as follows:
 1.
    Definitions and interpretation1.1
    All capitalized terms used in this Deed including the recitals, and not otherwise defined
herein shall have the meaning assigned to them in the Credit Agreement.1.2
    a.
    
    Headings are for convenience of reference only.
 b.
    
    Where the context so permits, the singular includes the plural and vice
versa.c.
    
    Save where the contrary is indicated, any reference in this Deed to the
parties or a party to this Deed shall be construed so as to include its or their
respective successors, transferees and assigns from time to time and any successor of
such a successor, transferee or assign in accordance with their respective interests.
 2




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##### 



d.
    
    A clause shall, subject to any indication to the contrary, be construed
as a reference to a clause of this Deed.e.
    
    References to the Credit Agreement, the (other) Credit Documents, this
Deed, or any other agreement or document shall, where applicable, be deemed to be
references to such Credit Agreement, the (other) Credit Documents, this Deed, or any
other agreement or document as the same may have been, or may from time to time be,
extended, prolonged, amended, restated, supplemented, renewed or novated, as persons
may accede thereto as a party or withdraw therefrom as a party in part or in whole or
be released thereunder in part or in whole, and as facilities and financial services
are or may from time to time be granted, extended, prolonged, increased, reduced,
cancelled, withdrawn, amended, restated, supplemented, renewed or novated there
under.f.
    
    A statute or statutory provision shall be construed as a reference to such
statute or statutory provision as the same may have been, or may from time to time
be, amended or re-enacted and all instruments, orders, plans, regulations, by-laws,
permissions and directions at any time made there under.g.
    
    References to the Dutch Civil Code are references to het Nederlands
Burgerlijk Wetboek, references to the Dutch Bankruptcy Act are references to de
Nederlandse Faillissementswet.
 1.3
    
    In this Deed the following words and expressions shall have the following meaning:
 
    
    Collateral means (i) the Shares and (ii) the Rights;
    
    Conditions Precedent means each of the following conditions precedent
(opschortende voorwaarden): (i) the termination of the Existing Security, (ii) the
occurrence of an Event of Default, and (iii) the issuance of a Voting Rights Notice;
    
    Default Notice means a notice in writing to be issued by the Pledgee to the
Pledgor and the Company upon or after the occurrence of an Event of Default;
    
    Enforcement Event means the issuance of a Default Notice following an Event of
Default which also constitutes a default (verzuim) in the fulfillment of the Secured
Obligations within the meaning of Article 3:248 of the Dutch Civil Code;
    
    Existing Security means the rights of pledge and all other security interests
created or purported to be created under or pursuant to:
 (a)
    
    a notarial deed of first ranking pledge over the Present
Shares dated first of November two thousand six executed before H.B.H.
Kraak, civil law notary at Amsterdam between the Pledgor as pledgor, BNP
Paribas S.A. as pledgee and the Company as the company;
 3




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(b)
    
    a notarial deed of second ranking pledge over the Present
Shares dated seven March two thousand eight executed before P.H.N. Quist,
civil law notary at Amsterdam between the Pledgor as pledgor, BNP Paribas
S.A. as pledgee and the Company as the company; and(c)
    
    a notarial deed of third ranking pledge over the Present
Shares dated eight February two thousand ten executed before P.H.N. Quist,
civil law notary at Amsterdam between the Pledgor as pledgor, BNP Paribas
S.A. as pledgee and the Company as the company;
 
    
    Future Rights means any and all Rights in respect of Future Shares;
    
    Future Shares means all shares in the capital of the Company which the Pledgor
may hold at any time, which may be issued to or acquired by the Pledgor after the
date of this Deed;
    
    Intercreditor Agreement has the meaning ascribed thereto in the Credit
Agreement;
    
    Parallel Debt has the meaning ascribed thereto in clause 2 (Parallel Debt) of
the Subsidiary Guaranty;
    
    Parallel Obligations means the obligations to pay an amount of money
(verplichtingen tot voldoening van een geldsom) of the Pledgor to the Pledgee arising
from the Parallel Debt;
    
    Present Shares means one hundred percent (100%) of the registered and paid-up
 shares in the issued capital of the Company, being one hundred eighty (180) shares,
each with a nominal value of one hundred Euro (EUR 100.-), numbered 1 to 180
inclusive;
    
    Principal Obligations means any and all obligations to pay an amount of money
(verplichtingen tot voldoening van een geldsom) of the Pledgor under or pursuant to
the Credit Documents (whether now existing or hereafter created or arising) together
with all monies and liabilities payable or to be discharged by the Pledgor pursuant
to the terms of this Deed, other than obligations to pay an amount of money
(verplichtingen tot voldoening van een geldsom) under the Parallel Obligations;
    
    Rights means any and all rights to or under dividends, other distributions,
proceeds, options, warrants, claim rights and other similar rights, other than shares
in the capital of the Company, currently existing or in the future arising or
received with respect to or out of the Shares but excluding the Voting Rights;
    
    Rights of Pledge means each of the rights of pledge created under this Deed;
    
    Secured Obligations means collectively the
Parallel Obligations and the Principal Obligations to the extent owing to the Pledgee;
 4




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
    
    Security Period means the period beginning on the date hereof and ending on the
earliest date upon which (a) all Secured Obligations have been irrevocably paid and
discharged, or have ceased to exist, and (b) all Rights of Pledge have been released
and discharged by the Pledgee in accordance with clause 8.2 below;
    
    Shares means the Present Shares and the Future Shares;
    
    Voting Rights means the voting rights attached to the Shares;
    
    Voting Rights Notice means a notice in writing by the Pledgee to the Pledgor and
the Company that it wishes to exercise the Voting Rights.
 2.
    
    Pledge of the Shares and the other Collateral2.1
    
    The Pledgor hereby agrees with the Pledgee and hereby undertakes that the Pledgor shall grant
to the Pledgee the rights of pledge purported to be granted under or pursuant to this Deed.2.2
    
    As security for the payment and discharge in full, when due (whether at stated maturity, by
acceleration or otherwise), of the Secured Obligations, the Pledgor hereby grants, to the
Pledgee a right of pledge (pandrecht), on the Present Shares and, to the extent legally
possible hereby grants in advance (verpandt bij voorbaat) to the Pledgee a right of pledge on
the Future Shares, and the Pledgee hereby accepts such rights of pledge.To the extent no valid pledge on the Future Shares is created by this Deed, the Pledgor
irrevocably and unconditionally undertakes to pledge to the Pledgee the Future Shares
immediately after the Pledgor has acquired such shares.2.3
    
    Subject to clause 3.2 with respect to dividends and other distributions, the Pledgor, to the
extent such pledge is not included in the Rights of Pledge in respect of the Shares, and to
the fullest extent possible as permitted by applicable law, hereby pledges the Rights in favor
of the Pledgee as security for the full and prompt payment and discharge of its Secured
Obligations and the Pledgee accepts such pledge.To the extent no valid pledge on the Rights is created hereunder, the Pledgor, irrevocably
and unconditionally undertakes, immediately on demand by the Pledgee, to pledge in favor
of the Pledgee and to assign to the Pledgee the Rights subject to clause 3.2. under the
same terms and the same conditions as set forth in this Deed.2.4
    
    The Pledgor irrevocably and unconditionally undertakes to take such action (including the
execution of documents to be made up in form and substance satisfactory to the Pledgee) as and
when the Pledgee deems necessary in its reasonable opinion from time to time to create,
perfect and maintain a valid and enforceable right of pledge in favor of the Pledgee with
respect to the Collateral (and thereupon the Collateral shall become subject to a right of
pledge as provided in this Deed).
 5




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2.5
    
    The Pledgor hereby grants to the Pledgee an irrevocable and
non-exclusive power of attorney (without obligation) to pledge to the Pledgee the Future Shares immediately after the
Pledgor has acquired such shares.
This power of attorney includes the right of substitution.2.6
    
    Each of the Rights of Pledge is one and indivisible (één en ondeelbaar).
Partial fulfillment of the Secured Obligations shall not extinguish the Rights of Pledge
proportionally.2.7
    
    The Rights of Pledge include all accessory rights (afhankelijke rechten) and all ancillary
rights (nevenrechten) attached to the Collateral.2.8
    
    The Company is hereby notified of the Rights of Pledge created by this Deed.3.
    
    Rights in respect of the Voting Rights3.1
    
    The Voting Rights are hereby vested in the Pledgee within the meaning of article 2:198
paragraph 3 of the Dutch Civil Code, subject to the Conditions Precedent being satisfied.Therefore, provided that the Conditions Precedent have not been satisfied,
the Pledgor shall remain entitled and authorized to exercise the Voting
Rights, provided that the Pledgor may not exercise the Voting Rights in any
manner which could be prejudicial to any of the Secured Creditors.As long as the Conditions Precedent have not been satisfied, the Pledgee
shall not have the rights which are granted to the holders of depositary
receipts issued for shares with the cooperation of a company.3.2
    
    Upon the Conditions Precedent having been satisfied:
 i.
    
    the Pledgee shall be fully entitled, to the exclusion of the Pledgor, to
exercise the Voting Rights pertaining to the Shares;ii.
    
    in the event Dutch company law prevents the Voting Rights to return to the
Pledgor when the respective Event of Default has been cured or waived by the Pledgee,
the Pledgee shall at the request of the Pledgor (not to be unreasonably withheld or
delayed) give a power of attorney to the Pledgor to exercise the Voting Rights for as
long as no new Voting Rights Notice has been issued.For the duration of such power of attorney clauses 3.2 (i) is not applicable.Upon a new Voting Rights Notice being issued, the power of attorney shall
automatically terminate.The Pledgor may not exercise the Voting Rights in any manner which could be
prejudicial to any of the Secured Creditors.
 4.
    
    Dividends and other distributions upon issuance of Default Notice4.1
    
    Subject to Clause 4.2 of this Deed and subject to the suspensive condition (opschortende
voorwaarde) of termination of the Existing Security the Pledgee shall be entitled to receive,
retain and utilize any and all dividends and other distributions received in cash or other
payment of money in respect of the Collateral.
 6




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4.2
    
    The Pledgee grants permission to the Pledgor, within the
meaning of article 3:246 paragraph 4 of the Dutch Civil Code to receive, retain
and utilize any and all dividends and other distributions
received in cash or other payment of money in respect of the
Collateral until such permission has been withdrawn by means
of a Default Notice issued by the Pledgee.4.3
    
    Upon the Default Notice being issued:
 i.
    
    all rights of the Pledgor to receive dividends and other distributions
pursuant to the Rights shall automatically cease, and thereupon the Pledgee shall
have the sole right to receive and hold as collateral such dividends and other
distributions and such dividends or other distributions must be paid directly to the
Pledgee or as it may direct;ii.
    
    the Pledgee shall be entitled to collect any repayment on the Shares
(terugbetaling op aandelen) and all liquidation proceeds, if any, which are to be
distributed in respect of the Shares upon dissolution and liquidation of the Company
or otherwise;iii.
    
    all payments which are received by the Pledgor contrary to the provisions-
of this clause 4 shall be received on behalf of and for the benefit of the Pledgee,
shall be segregated from the other assets of the Pledgor and shall be immediately
paid over or delivered (with any necessary endorsements) to the Pledgee or its
authorized designee or as the Pledgee may otherwise direct as collateral in the exact
form as received, to be held by the Pledgee as collateral and as further collateral
security for the Secured Obligations. This is without prejudice to any right the
Pledgee may have against the person who made the payment.
 5.
    
    Representations and warranties
 The Pledgor represents and warrants that the following is true and correct on the date of
this Deed and each time any Future Shares and/or Future Rights will be pledged to the
Pledgee:
 i.
    
    the Present Shares are and each Future Share will be, fully paid-up and the
Collateral is free and clear of any lien, charge, encumbrance with any restricted
rights (beperkte rechten), attachment (beslag), or any other right or security
interest whatsoever, other than: (i) those created under this Deed, (ii) the Existing
Security and (iii) any encumbrances permitted under the Credit Documents;ii.
    
    the Pledgor holds full and exclusive title to the Collateral and is
authorized (beschikkingsbevoegd) to create a right of pledge thereover;iii.
    
    the Pledgor acquired the Present Shares by incorporation of the Company,
executed by deed on the twenty-seventh of June two thousand and five before M.P.
Bongard, civil-law notary in Amsterdam;iv.
    
    no depositary receipts (certificaten van aandelen) have been issued for the
Present Shares or will be issued for the Future Shares with the concurrence of the
Company; andv.
    
    all information provided by the Pledgor with regard to this deed is correct and complete.
 7




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6.
    
    Undertakings
 6.1
    
    Except to the extent permitted pursuant to the Credit Documents, the Pledgor undertakes not
to waive without the prior written consent of the Pledgee (not to be unreasonably withheld or
delayed), any accessory rights (afhankelijke rechten) or ancillary rights (nevenrechten)
attached to the Collateral and in general not to perform any acts which result or could result
in a material reduction of the value of the Shares.6.2
    
    Except to the extent permitted pursuant to the Credit Documents, the Pledgor shall not,
without the prior written consent of the Pledgee (not to be unreasonably withheld or delayed),
transfer or further pledge or otherwise encumber any of the Shares or agree to a court
settlement or an out-of-court settlement (gerechtelijk or buitengerechtelijk akkoord) in
respect of the Shares.6.3
    
    The Pledgor shall, at the Pledgees first request, provide in the English language the
Pledgee all information and supporting documentation relating to the Collateral and allow the
Pledgee to inspect its administrative records during office hours, all of the foregoing to the
extent required by the Pledgee (acting reasonably) for the purpose of this Deed.The Pledgor shall forthwith inform the Pledgee of any attachment (beslag) over any part of
the Collateral.The pledgor shall:
 i.
    
    send the Pledgee a copy of the relevant attachment or seizure documentation
as well as all other documents required under applicable law for challenging the
attachment or seizure (if and to the extent possible);ii.
    
    notify the third party or the court process server acting on behalf of such
third party in writing of the Pledgees interest over the Collateral; andiii.
    
    take such measures as may reasonably be required to protect the Pledgees
interest over the Collateral.
 6.4
    
    The Pledgor covenants for the benefit of the Pledgee throughout the Security Period to
co-operate with the Pledgee in the collection and recovery of the Collateral and to render all
reasonable assistance as may be required pursuant to any exchange regulations and/or foreign
statutory rules or other rules, including the taking of any legal action that the Pledgee may
deem necessary in connection therewith after the issuance of a Default Notice to it.6.5
    
    In addition and without prejudice to the obligations of the Pledgor pursuant to clauses 6.3
and 6.4 above, the Pledgor shall notify the Pledgee promptly of any event or circumstance
which could reasonably be of importance to the Pledgee with a view to the preservation and
exercise of the Pledgees rights under or pursuant to this Deed.
 8




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7.
    
    Enforcement and power of attorney7.1
    
    Without prejudice to any other right or remedy available to the Pledgee, following the occurrence of an Enforcement Event the Pledgee shall be empowered, at its
discretion, to immediately enforce the Rights of Pledge against the Pledgor without any
(further) notice of default being required and the Pledgee may immediately exercise in
respect of any and all of the Shares any and all of its rights and powers set out in this
Deed (subject to restrictions following from mandatory provisions of law) irrespective of
whether the Pledgee or any of the Secured Creditors shall have proceeded against or
claimed payment from any party liable for any of the Secured Obligations.
 7.2
    
    Upon the occurrence of an Event of Default, the Pledgee shall be entitled to sell or procure
the sale of the Collateral forthwith, all to the extent permitted by applicable laws.To the fullest extent permitted by law, the Pledgor waives (which waiver the Pledgee
hereby accepts) any right it may have (i) pursuant to section 3:234 Dutch Civil Code to
demand, in the event that the Pledgee enforces the Rights of Pledge, that the Pledgee
shall also enforce any of the security interests (zekerheidsrechten) granted by any of the
Credit Partys and (ii) of requiring the Pledgee to firstly proceed against or claim
payment from any person or entity or enforce any guarantee or security granted by any
other person or entity before enforcing the Rights of Pledge and/or any other rights under
this Deed.7.3
    
    The Pledgor will not be entitled to request the summary proceedings judge
(voorzieningenrechter) of the district court to order that the Collateral shall be sold in a
manner deviating from the provision of section 3:250 Dutch Civil Code.7.4
    
    In the event that the Pledgee forecloses or intends to foreclose the Rights of Pledge, it
will not be obliged to give notice (thereof) (as provided in section 3:249 and section 3:252
Dutch Civil Code) to the Pledgor or any person having the benefit of an encumbrance on
Collateral comprised in such Rights of Pledge (save as may be otherwise provided in the Credit
Documents).7.5
    
    The Pledgee shall apply the proceeds of the Collateral and the foreclosure of the Rights of
Pledge or any of them in satisfaction of the Secured Obligations, in each case in accordance
with the Credit Agreement, the Intercreditor Agreement and in accordance with applicable
provisions of Dutch law.7.6
    
    In addition to the undertakings contained in clause 2.4 above, the Pledgor shall at any time,
upon written request of the Pledgee after the issuance of a Default Notice to the Pledgor,
execute and cause to be filed, at such Pledgors expense, such documents and instruments, and
do such other acts and things, as the Pledgee may reasonably deem desirable in obtaining the
full benefits of this Deed (including the protection and preservation of its rights) and of
the rights and powers granted hereunder or granted to a pledgee under the laws of the
Netherlands.7.7
    
    The Pledgor hereby grants to the Pledgee (and any of its delegates) an irrevocable power of
attorney (the Power of Attorney) in accordance with section
 9




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3:74 (1) Dutch Civil Code to, following the issuance of a Default Notice to it, perform
all acts and execute all documents in order to perfect or implement this Deed on its
behalf, and to take all actions which are necessary for the Pledgee (and any of its
delegates) to create, maintain, protect, preserve and exercise its rights under this Deed
(acting reasonably).The parties agree that section 3:68 (Selbsteintritt) Dutch Civil Code will not apply and
to the extent necessary, the Pledgor hereby waives any rights it may have under section
3:68 Dutch Civil Code, which waiver the Pledgee hereby accepts.
 8.
    
    Termination8.1
    
    The Pledgee is entitled to terminate by notice (opzeggen) in whole or in part any Right of
Pledge on all or part of the Collateral and the contractual arrangements set forth herein.Notice of termination must be given in writing by the Pledgee to the Pledgor.8.2
    
    The Rights of Pledge or any of them shall terminate by operation of law when all Secured
Obligations have been unconditionally and irrevocably paid and discharged in full and all
obligations under the Credit Documents have terminated.At the request of the Pledgor, the Pledgee shall confirm such termination in writing and
will execute all documents reasonably requested by the Pledgor in relation thereto (at the
expense of the Pledgor).9.
    
    Assignment and information9.1
    
    Subject to the relevant provisions of the Credit Documents, the Pledgee (but not, for the
avoidance of doubt, the Pledgor) shall be entitled to assign and/or transfer all or part of
its rights and obligations under this Deed to any assignee and/or transferee.9.2
    
    The Pledgor hereby in advance gives its irrevocable consent to (geeft toestemming bij
voorbaat) within the meaning of section 6:156 Dutch Civil Code and hereby in advance
irrevocably co-operates with (verleent bij voorbaat mede-werking aan), within the meaning of
sections 6:159 and 6:156 Dutch Civil Code, any such assignment and/or transfer executed in
accordance with the relevant provisions of the Credit Documents, including by means of an
assumption of debt (schuldoverneming) or transfer of agreement (contracts-overneming), as the
case may be, hereunder.9.3
    
    If the Pledgee assigns and transfers its rights or obligations and the relevant transferee is
subrogated in the rights of the Pledgee (in de rechten van de pandhouder treedt) in respect of
the Rights of Pledge, the Pledgor must promptly ensure that the conditional transfer of voting
rights to that person will be effected in accordance with section 2:198 (3) Dutch Civil Code.9.4
    
    The Pledgee shall be entitled to impart any information concerning the Pledgor to any
successor or proposed successor, subject to any confidentiality provision of the Credit
Agreement.
 10




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10.
    
    Records of PledgeeSubject to proof to the contrary, the records of the Pledgee shall be conclusive evidence
(dwingend bewijs) of the existence and amount of the Secured Obligations, subject to and
in accordance with the terms of the Credit Documents and this Deed.11.
    
    CostsSubject to any provision to the contrary herein, all costs reasonably incurred in
connection with the creation of the Rights of Pledge and the performance by the parties of
their rights and obligations under this Deed shall be for the account of the persons or
entities designated in or pursuant to the Credit Agreement and shall be settled in
accordance therewith.12.
    
    NoticesAny notices and other communications under or in connection with this Deed shall be given
in accordance with clause 11.03 of the Credit Agreement.13.
    
    Suspension of rights and indemnity13.1
    
    Throughout the Security Period, the Pledgor shall not:
 i.
    
    receive, claim or have the benefit of any payment, distribution or security
from or on account of any Credit Party under any indemnity or otherwise or exercise
its rights of defense, suspension, retention, set off or counter claim as against any
Credit Party;ii.
    
    take recourse (verhaal) or take any other step to enforce any right against
any Borrower or Guarantor or their respective assets; andiii.
    
    claim or vote in competition with the Pledgee or any of the other Secured
Creditors in the bankruptcy, suspension of payment or liquidation or analogous
circumstance of any Credit Part,
 except in each case, in such manner and upon such terms as the Pledgee, acting reasonably,
may require.Subject to the condition precedent (opschortende voorwaarde) that the Pledgee exercises
its rights to enforce the Rights of Pledge in accordance with Clause 7 of this Deed, the
Pledgor hereby waives in advance any rights it may have as set out under (i), (ii) and
(iii) above, which waiver is hereby accepted by the Pledgee.Any payment, distribution or security received by the Pledgor contrary to the provisions
of this Deed shall be received and held by the Pledgor as custodian (bewaarnemer) for the
benefit of the Pledgee and the other Secured Creditors and shall, pending payment or
transfer to the Pledgee, to the extent legally possible, be segregated from the other
assets of the Pledgor and shall be forthwith paid over or transferred to the Pledgee.If notwithstanding the above the Pledgor exercises any right of defense, suspension,
retention, set off or counter claim in respect of any amount, it shall forthwith pay an
amount equal to such amount to the Pledgee.
 13.2
    
    The Pledgee shall not be liable to the Pledgor under or
pursuant to the Credit Documents whatsoever except for its willful misconduct (opzet) or gross negligence (grove
schuld).
 11




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14.
    
    Limitation, waiverThe Pledgor waives, to the fullest extent permitted by law, its right (i) to dissolve this
Deed, pursuant to section 6:265 Dutch Civil Code or on any other ground or (ii) to avoid
this Deed, including but not limited to error (dwaling), which waiver the Pledgee hereby
accepts.15.
    
    Security interest absoluteAll rights of the Pledgee, the Rights of Pledge and all obligations of the Pledgor
hereunder shall be absolute and unconditional irrespective of:
 i.
    
    any change in the time, manner or place of payment of the Secured
Obligations or any change of or amendment to the Credit Documents and any other
document related thereto, or any other agreement or instrument relating to any of
them; orii.
    
    any exchange, release or non perfection of any other collateral, or any
release or amendment or waiver of or consent to any departure from any other
collateral for the Secured Obligations.
 16.
    
    Amendment of this DeedThis Deed may only be amended by a written agreement between the Pledgor and the Pledgee
(with the consent of the other Secured Creditors under the Credit Documents), to the
extent required by Dutch law, executed before a Dutch civil-law notary.17.
    
    Governing law and jurisdictionThis Deed shall be governed by and construed in accordance with the laws of the
Netherlands.The Pledgor consents to the exclusive jurisdiction of the courts of Amsterdam,
the Netherlands.The Pledgor hereby waives any objection that it may now or hereafter have to the
jurisdiction of such courts, which waiver the Pledgee hereby accepts.This clause is for the benefit of the Pledgee only and shall not limit its right to bring
proceedings against the Pledgor in connection with this Deed or the Credit Documents in
any other court of competent jurisdiction or concurrently in more than one jurisdiction.18.
    
    Severability of provisions18.1
    
    Any provision of this Deed which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.18.2
    
    The parties hereto agree that they will negotiate in good faith to replace any provision
hereof held invalid, illegal or unenforceable as set out in clause 18.1 above with a valid
provision which is as similar as possible in substance to the invalid, illegal or unenforceable provision.
 12




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19.
    
    Remedies and prevalence19.1
    
    The rights and remedies of the Pledgee herein, and the obligations, representations and
warranties of the Pledgor herein, are cumulative and are not exclusive of any rights or
remedies of the Pledgee, or obligations, representations or warranties of the Pledgor,
conferred or imposed by law or the Credit Documents.19.2
    
    To the extent there is a conflict between the provisions of the Credit Documents and this
Deed, the provisions of the Credit Documents shall prevail (but only to the extent that the
validity and enforceability of the pledges created or purported to be created pursuant this
Deed and the powers of attorney given pursuant this Deed are not affected as a consequence).20.
    
    Final Provisions20.1
    
    With due observance of article 20 of the articles of association of the Company, the Pledgor,
having given the members of the Management Board of the Company the opportunity to cast their
advisory votes, as holder of all of the shares in the share capital of the Company herewith
resolves, without holding a meeting of shareholders, to approve this Deed including, without
limitation, the Rights of Pledge and the transfer of the Voting Rights on the Shares subject
to the Conditions Precedent having been satisfied.20.2
    
    The person appearing referred to under 1 above, acting as representative of the Company,
declared that the Company has always accepted as valid the transfer by which the Pledgor
acquired the Present Shares and all previous transfers of the Present Shares, that the Company
acknowledges the right of pledge created by this Deed on the Present Shares, and that the
Company will cause the right of pledge on the Present Shares to be recorded in its
shareholders register without delay. Furthermore, the person appearing referred to under A
above, acting as representative of the Company, declared that the Company acknowledges the
right of pledge created by this Deed on the Future Shares and undertakes to enter such right
of pledge in its shareholders register without delay as soon as the Pledgor becomes the holder
of the Future Shares.20.3
    
    The Pledgor, the Pledgee and the Company are aware of the fact that the undersigned civil law
notary works with NautaDutilh N.V., the firm that has advised the Pledgee in this transaction.
With reference to the Code of Conduct (Verordening beroeps- en gedragsregels) of the Royal
Notarial Professional organisation (Koninklijke Notariële Beroepsorganisatie KNB), the parties
to this Deed herewith explicitly agree that he executes this Deed.
 CONCLUSION
    13




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14




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Exhibit F-5
To Credit Agreement
 THIS ASSIGNATION IN SECURITY
 BETWEEN
 (1)
    
    ENDEAVOUR ENERGY UK LIMITED(a company registered in England and Wales with registration
number 5030838) whose registered office is at 33rd Floor, City Point, One Ropemaker St, London
EC2Y 9UE (the Company); and(2)
    
    CYAN PARTNERS, LP(as agent and trustee for itself and each of the other Secured Creditors
(as defined below)) (the Collateral Agent).
 WHEREAS
 The Board of Directors of the Company is satisfied that the giving of the security
contained or provided for in this Assignation is likely to promote the success of the
Company for the benefit of its members as a whole and that its execution and delivery and
the exercise of the rights and performance of its obligations under this Assignation would
not contravene any provision of its constitution and its Board have passed a resolution to
that effect.
 NOW IT IS AGREED
 1.
    
    Definitions and InterpretationSpecific Definitions1.1
    
    Terms defined in the Credit Agreement (as defined below) shall, unless otherwise defined in
this Assignation, have the same meanings when used in this Assignation and, in addition, the
following words and expressions shall have the following meanings:Agreements: means the joint operating agreements, unitisation and unit operating
agreements, joint facilities and transportation and processing agreements set out in Part
B of Schedule 1 (Agreements) as the same may have been, or may from time to time be,
restated, varied, amended, supplemented, substituted, novated or assigned, together with
all documents which are supplemental to, or are expressed to be collateral with, or are
entered into pursuant to or in connection with, any such agreements.Assignation: means this instrument and all its provisions.Assigned Rights: means the Companys whole right, title, interest and benefit in and to
(but not any of the obligations under) the Project Agreements, together with:
 (a)
    
    all the rights and benefits now or in the future arising under, pertaining
to or deriving from the Project Agreements;(b)
    
    all monies, debts and liabilities which now are or have been or at any time
hereafter shall or may be or become due, owing or incurred to the Company under or in
connection with the Project Agreements;(c)
    
    the proceeds of any claims, awards, decrees and judgments which may at any
time be receivable or received by the Company in respect of the Project Agreements;(d)
    
    the right of the Company to rescind or otherwise terminate the Project Agreements.(e)
    
    the right to make demands under, or compel or require performance of, any
Project Agreement or otherwise exercise all rights, remedies and discretions arising
under or
 1




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##### 



Exhibit F-5
To Credit Agreement
 in connection with any Project Agreement or available at law or in equity or
otherwise;(f)
    
    all other rights, interests and benefits whatsoever accruing to or for the
benefit of the Company arising under or in connection with any Project Agreement;(g)
    
    the proceeds of sale and/or other realisation of that property or asset (or
any part thereof or interest therein);(h)
    
    all Security, options, agreements, rights, easements, benefits,
indemnities, guarantees or warranties in respect of such property or asset; and(i)
    
    all rights under any lease, licence or agreement for lease, sale or use in
respect of such property or asset.
 BP: means BP Exploration Operating Company Limited.Business Day: shall mean for all purposes, any day except Saturday, Sunday and any
day which shall be in New York, London or Aberdeen, a legal holiday or a day on which
banking institutions are authorized or required by law or other government action to
close.Credit Agreement: means the term loan credit agreement dated on or about the date
of this Assignation between (among others) the Company and the Administrative Agent.Credit Party: shall have the meaning given to it in the Credit Agreement.Delegate: means any person appointed by the Collateral Agent pursuant to Clause 9.2
to 9.4 (Delegation) and any person appointed as attorney of the Collateral Agent and/or
any Delegate.Enforcement Date: means the date on which a notice is issued by the Administrative
Agent to the Borrower under section 9 (Events of Default) of the Credit Agreement upon the
occurrence of an Event of Default which is continuing.Enoch PLTPA: means the Enoch pipeline liquids transportation and processing
agreement dated 24 February 2006 and made between, among others, the Company and BP.Group: means Endeavour International Corporation and its Subsidiaries for the time
being.Indemnified Party: shall have the meaning given to it in the U.S. Security
Agreement.Licences: means the rights under the licences detailed in Part A of Schedule 1
(Licences).Open Permission: means the Open Permission (Creation Of Security Rights Over
Licences) granted by the Secretary of State on 19 March 2004.Project Agreements: means the Agreements and the Licenses.Secretary of State: means the Secretary of State for Energy and Climate Change of
Her Majestys Government of the United Kingdom and any successor in relevant function in
relation to the Licences.Secured Creditors: shall have the meaning given to it in the U.S. Security Agreement.Secured Hedging Agreement: shall have the meaning given to it in the U.S. Security
Agreement.
 2




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##### 



Exhibit F-5
To Credit Agreement
 Secured Liabilities: shall have the meaning given to it in Clause 2 (Covenant to pay
Secured Liabilities) below.Secured Reimbursement Agreement: shall have the meaning given to it in the U.S. Security
Agreement.Security: means a mortgage, charge, pledge, lien or other security interest securing any
obligation of any person or any other agreement or arrangement having a similar effect.Security Period: means the period beginning on the date of this Assignation and ending
on the date on which the Collateral Agent has determined that all of the Secured
Liabilities (whether actual or contingent) have been unconditionally and irrevocably paid
and discharged in full and no further Secured Liabilities are capable of being
outstanding.Tax: any tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any
delay in paying any of the same).General Definitions
 1.2
    
    Any reference in this Assignation to:
 1.2.1
    
    the Collateral Agent, the Company, any Secured Creditor, any Credit
Partyor any other person shall be construed so as to include its successors in
title, permitted assignees and permitted transferees and, in the case of the
Collateral Agent, shall include any person for the time being appointed as additional
collateral agent pursuant to the Credit Agreement;1.2.2
    
    assetsincludes present and future properties, revenues and rights of
every description;1.2.3
    
    indebtednessincludes any obligation (whether incurred as principal or
as surety) for the payment or repayment of money, whether present or future, actual
or contingent;1.2.4
    
    a personincludes any individual, firm, company, corporation,
government, state or agency of a state or any association, trust, joint venture,
consortium or partnership (whether or not having separate legal personality);1.2.5
    
    a regulation includes any regulation, rule, official directive, request
or guideline (whether or not having the force of law) of any governmental,
intergovernmental or supranational body, agency, department or of any regulatory,
self-regulatory or other authority or organisation;1.2.6
    
    a fixed securityis to be construed in accordance with the terms of
Section 47 of the Bankruptcy and Diligence etc. (Scotland) Act 2007;1.2.7
    
    without limitationshall include a reference to without prejudice to the
generality of the foregoing;1.2.8
    
    attachmentshall include, without limitation, land attachment, interim
attachment, money attachment and residual attachment;1.2.9
    
    Secured Liabilities includes any liabilities which would be treated as
such but for the liquidation or dissolution or similar event affecting the Company;
and
 3




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##### 



Exhibit F-5
To Credit Agreement
 1.2.10
    
    a provision of law is a reference to that provision as amended or re-enacted.
 Construction1.3
    
    Clause and Schedule headings are for ease of reference only.1.4
    
    Any reference in this Assignation to any asset shall be construed so as to include:
 1.4.1
    
    the benefit of any covenants for title and warrandice given or entered
into by any predecessor in title of the Company in respect of that asset and all
other rights, benefits, claims, contracts, warranties, remedies, security or
indemnities in respect of that asset; and1.4.2
    
    the proceeds of sale of any part of that asset and any other moneys paid
or payable in respect of or in connection with that asset.
 1.5
    
    Any reference in this Assignation to any Credit Document or any other agreement or other
document shall be construed as a reference to that Credit Document or that other agreement or
document as the same may have been, or may from time to time be, restated, varied, amended,
supplemented, substituted, novated or assigned, whether or not as a result of any of the same:
 1.5.1
    
    there is an increase or decrease in any facility made available under that
Credit Document or other agreement or document or an increase or decrease in the
period for which any facility is available or in which it is repayable;1.5.2
    
    any additional, further or substituted facility to or for such facility is provided;1.5.3
    
    any rate of interest, commission or fees or relevant purpose is changed;1.5.4
    
    the identity of the parties is changed;1.5.5
    
    the identity of the providers of any security is changed;1.5.6
    
    there is an increased or additional liability on the part of any person; or1.5.7
    
    a new agreement is effectively created or deemed to be created.
 1.6
    
    Any reference in this Assignation to this Assignationshall be deemed to be a reference to
this Assignation as a whole and not limited to the particular Clause, Schedule or provision in
which the relevant reference appears and to this Assignation as amended, novated, assigned,
supplemented, extended or restated from time to time and any reference in this Assignation to
a Clauseor a Scheduleis, unless otherwise provided, a reference to a Clause or a
Schedule of this Assignation.1.7
    
    Unless the context otherwise requires, words denoting the singular number only shall include
the plural and vice versa.1.8
    
    Where any provision of this Assignation is stated to include one or more things, that shall
be by way of example or for the avoidance of doubt only and shall not limit the generality of
that provision.1.9
    
    Any change in the constitution of the Collateral Agent or its absorption of or amalgamation
with any other person or the acquisition of all or part of its undertaking by any other person
shall not in any way prejudice or affect its rights under this Assignation.
 4




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##### 



Exhibit F-5
To Credit Agreement
 1.10
    
    Any reference in this Assignation to the liquidation, administration, insolvency, bankruptcy,
judicial factory or other similar incapacity of any body corporate shall be construed to
include the equivalent proceeding or occurrence in any other jurisdiction.1.11
    
    This Assignation is a Credit Document for the purposes of the Credit Agreement.Intercreditor Agreement1.12
    
    Following execution of the Intercreditor Agreement, this Assignation will be subject to the
terms of the Intercreditor Agreement.1.13
    
    In the event of any inconsistency between a provision of this Assignation and a provision of
the Intercreditor Agreement, the provision of the Intercreditor Agreement will prevail.Incorporation1.14
    
    Without prejudice to the application of any other provisions of the Credit Agreement to this
Assignation (by reason of this Assignation being a Credit Document for the purposes of the
Credit Agreement), sections 4.04 (Tax Gross-Up and Indemnities), 11.02 (Right of Setoff),
11.05 (No Waiver; Remedies Cumulative), 11.07 (Calculations; Computations), 11.12 (Amendment
or Waiver, etc.) and 11.19 (Judgment Currency) of the Credit Agreement shall apply to this
Assignation, mutatis mutandis, as if the same had been set out herein with references in such
clauses to:
 1.14.1
    
    any Credit Party or Borrower being construed, (A) if the context so requires,
as references to the Company (as defined herein) or (B) if the context so requires,
including the Company (as defined herein);1.14.2
    
    the Agreement being construed as references to this Assignation;1.14.3
    
    the parties or party being construed as references to the Parties or, as the
case may be, a Party to this Assignation;1.14.4
    
    the Credit Documents being construed as (a) including this Assignation; or (b) if
the context so requires, as references specifically to this Assignation; and1.14.5
    
    in the context of section 4.04 (Tax Gross-Up and Indemnities) of the Credit
Agreement, the Administrative Agent or a Lender being, if the context so
requires, construed, in each case, as references to the Collateral Agent and, in the
context of section 11.01(a)(ii) (Payment of Expenses, etc.) of the Credit Agreement,
the Administrative Agent or a Lender being construed, in each case, as references
to each Secured Creditor, Delegate (as defined herein), attorney, manager, agent or
other person as may be appointed by the Collateral Agent under this Assignation; and1.14.6
    
    in the context of section 11.07 and 11.12, references to particular sections are
references to sections in the Credit Agreement.
 2.
    
    Covenant to PayCovenant to pay Secured Liabilities2.1
    
    The Company covenants that it shall promptly on demand pay to the Secured Creditors, in
accordance with the Credit Documents:
 5




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##### 



Exhibit F-5
To Credit Agreement
 
 2.1.1
    
    the full and prompt payment when due (whether at stated maturity, by
acceleration or otherwise) of all obligations, liabilities and indebtedness
(including, without limitation, principal, premium, interest, PIK Interest
(including, without limitation, all interest (including PIK Interest) that accrues
after the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency, reorganisation or similar proceeding of the Company at the
rate provided for in the respective documentation, whether or not a claim for
post-petition interest is allowed in any such proceeding), fees, costs and
indemnities) of the Company to the Lenders, whether now existing or incurred after
the date of this Assignation under, arising out of, or in connection with, each
Credit Document to which the Company is a party and the due performance and
compliance by the Company with all of the terms, conditions and agreements contained
in each such Credit Document;2.1.2
    
    the full and prompt payment when due (whether at stated maturity, by
acceleration or otherwise) of all obligations, liabilities and indebtedness
(including, without limitation, all interest that accrues after the commencement of
any case, proceeding or other action relating to the bankruptcy, insolvency,
reorganisation or similar proceeding of the Company at the rate provided for in the
respective documentation, whether or not a claim for post-petition interest is
allowed in any such proceeding) owing by the Company to the Approved Third Party
Credit Providers under any Secured Hedging Agreement, whether now in existence or
arising after the date of this Assignation and the due performance and compliance by
the Company with all of the terms, conditions and agreements contained in each such
Secured Hedging Agreement;2.1.3
    
    the full and prompt payment when due (whether at stated maturity, by
acceleration or otherwise) of all obligations, liabilities and indebtedness
(including, without limitation, all interest that accrues after the commencement of
any case, proceeding or other action relating to the bankruptcy, insolvency,
reorganisation or similar proceeding of the Company at the rate provided for in the
respective documentation, whether or not a claim for post-petition interest is
allowed in any such proceeding) owing by the Company to the Approved Third Party
Credit Providers under any Secured Reimbursement Agreement, whether now in existence
or arising after the date of this Assignation (including, without limitation, all
obligations, liabilities and indebtedness of the Company under any Guaranty in
respect of the Secured Reimbursement Agreements), and the due performance and
compliance by the Company with all of the terms, conditions and agreements contained
in each such Secured Reimbursement Agreement;2.1.4
    
    any and all sums advanced by the Collateral Agent in order to preserve the
Collateral or preserve its security interest in the Collateral;2.1.5
    
    in the event of any proceeding for the collection or enforcement of any
indebtedness, obligations, or liabilities of the Company referred to in paragraphs
2.1.1, 2.1.2 and 2.1.3 above, on and after the Enforcement Date, the reasonable
expenses of retaking, holding, preparing for sale or lease, selling or otherwise
disposing of or realising on
the Collateral, or of any exercise by the Collateral Agent of its rights under
this Assignation, together with reasonable attorneys fees and court costs;2.1.6
    
    all amounts paid by any Indemnified Party as to which such Indemnified
Party has the right to reimbursement under this Assignation; and2.1.7
    
    all amounts owing to any Agent pursuant to any of the Credit Documents in
its capacity as such,
 6




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##### 



Exhibit F-5
To Credit Agreement
 it being acknowledged and agreed that the Secured Liabilitiesshall include
extensions of credit of the types described above, whether outstanding on the
date of this Assignation or extended from time to time after the date of this
Assignation.
 2.2
    
    Notwithstanding anything to the contrary contained in this Assignation or any other Credit
Document, the aggregate amount of Secured Liabilities of the type described in paragraphs
2.1.2 and 2.1.3 of Clause 2.1 (collectively, the Secured Third Party Credit Obligations)
secured by the Collateral shall not at any time exceed $25,000,000 (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 created under this Assignation and in no event shall any proceeds received upon the
sale of, collection from, or other realisation upon all or any part of the Collateral be
applied to the Secured Third Party Credit Obligations in any amount in excess of the Secured
Third Party Credit Obligations Cap.Potential invalidity2.3
    
    Neither the covenant to pay in Clause 2.1 (Covenant to pay Secured Liabilities), nor the
Security created by this Assignation shall extend to or include any liability or sum which
would, but for this Clause 2.3, cause such covenant, obligation or Security to be unlawful
under any applicable law.3.
    
    Grant of Security3.1
    
    The Company, as a continuing security for the payment, performance and discharge of all the
Secured Liabilities, hereby assigns to the Collateral Agent (as agent and trustee for itself
and each of the other Secured Creditors) the Assigned Rights.4.
    
    Perfection of SecurityNotices of Assignation4.1
    
    The Company agrees that the Collateral Agent and any of their respective agents may give
notice of the relevant provisions of this Assignation to the Secretary of State.4.2
    
    The Company shall join the Collateral Agent in giving a notice of assignation in the form set
out in Part 1 of Schedule 2 (Form of Notice) or in such other form as the Collateral Agent may
reasonably require, duly signed by or on behalf of the Company, within 5 Business Days to each
person who is a party to an Agreement (as required by the Collateral Agent) and shall use all
reasonable endeavours to procure that each person on whom any such notice is served promptly
provides to the Collateral Agent a duly signed acknowledgement of that notice in the form set
out in Part 2 of Schedule 2 (Form of Acknowledgement) or in such other form as the Collateral
Agent may reasonably require.Deposit of Documents4.3
    
    The Company shall, promptly upon the request of the Collateral Agent from time to time,
deliver to the Collateral Agent a copy of each Project Agreement as is then in effect and all
such other documents relating to the Assigned Rights as the Collateral Agent may reasonably
require.
 7




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##### 



Exhibit F-5
To Credit Agreement
 5.
    
    Further AssuranceFurther Assurance5.1
    
    The Company shall promptly do all such acts and execute all such documents (including
assignments, assignations, transfers, mortgages, charges, notices and instructions) as the
Collateral Agent may reasonably specify (and in such form as the Collateral Agent may
reasonably require in favour of the Collateral Agent or its nominee(s)) to:
 5.1.1
    
    perfect the security created or intended to be created in respect of the
Assigned Rights (which may include the execution by the Company of a mortgage,
charge, assignation, assignment or other Security over all or any of the assets
forming part of, or which are intended to form part of, the Assigned Rights);5.1.2
    
    confer on the Collateral Agent Security over any assets of the Company
located in any jurisdiction equivalent or similar to the security intended to be
created by, or pursuant to, this Assignation;5.1.3
    
    facilitate the exercise of any rights, powers and remedies of the
Collateral Agent or any Delegate provided by or pursuant to this Assignation or by
law;5.1.4
    
    facilitate the realisation of the assets which form part of, or are
intended to form part of, the Assigned Rights;5.1.5
    
    assign any Assigned Rights; and/or5.1.6
    
    create fixed security over any heritable, freehold, commonhold or
leasehold properties or other properties capable of being charged by way of fixed
security.
 Necessary Action5.2
    
    The Company shall take all such action as is available to it (including making all filings
and registrations) as may be necessary for the purpose of the creation, perfection, protection
or maintenance of any security created or intended to be created in favour of the Collateral
Agent by or pursuant to this Assignation.6.
    
    UndertakingsGeneral6.1
    
    The undertakings in this Clause 7 remain in force from the date of this Assignation for so
long as any amount is outstanding under this Assignation.Negative Pledge6.2
    
    The Company undertakes to the Collateral Agent that it shall (except as permitted by section
8.01 (Liens) of the Credit Agreement):
 (a)
    
    not create or allow to exist any Security on, over, or affecting, any of its assets;
and(b)
    
    procure that no member of the Group creates or allows to exist any Security
on, over, or affecting, any of its assets.
 8




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##### 



Exhibit F-5
To Credit Agreement
 
 Restriction on Disposals6.3
    
    The Company undertakes to the Collateral Agent that it shall (except as permitted by section
8.02 (Consolidation, Merger, Purchase or Sale of Assets, etc.) of the Credit Agreement) not,
either in a single transaction or in a series of transactions and whether related or not,
dispose of the Assigned Rights or any part of them.Project Agreements6.4
    
    The security created by, or pursuant to, this Assignation in relation to each Assigned Right
shall, to the extent required by the terms of that Assigned Right, in each case as that
agreement may have been subsequently assigned, transferred or novated, be:
 (a)
    
    without prejudice to the provisions of that Assigned Right;(b)
    
    subordinated to the express rights specified under that Assigned Right of
the parties thereto from time to time (other than the Company); and(c)
    
    subject to the liabilities and obligations of the Company relating to the
interest of the Company in and under that Assigned Right,
 provided that, nothing in this Clause 6.4 shall (i) release the Company from any
obligations to fulfil any requisite condition in connection therewith or (ii) (subject to
Clause 6.5 below) impose on the Collateral Agent or other party appointed by it an
obligation to perform any of the obligations of the Company under any Assigned Right or to
procure the performance of the Company of any such obligation.6.5
    
    The Company and the Collateral Agent acknowledge that:
 (a)
    
    in the event of the Collateral Agent exercising any rights created under
this Assignation in respect of the Enoch PLTPA, the Collateral Agent will continue to
fulfil the obligations of the Company under the Enoch PLTPA; and(b)
    
    BP may rely on the undertaking given by the Collateral Agent under Clause
(a) above.
 Prejudicial Action6.6
    
    The Company will not do or cause or permit to be done anything, which may in any way reduce,
jeopardise or otherwise prejudice the value to the Collateral Agent of the Assigned Rights.7.
    
    The Assigned RightsLiability of Company7.1
    
    The Company undertakes and agrees with the Collateral Agent that, notwithstanding the
assignation contained in Clause 3 (Grant of Security), it shall remain liable to observe and
perform all of the obligations assumed by it under or in connection with the Project
Agreements and the Collateral Agent (without prejudice to Clause 6.5 above) shall not have or
incur any obligation or liability under or in connection with the Project Agreements by reason
of that assignation contained in Clause 3 (Grant of Security).
 9




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##### 



Exhibit F-5
To Credit Agreement
 Exercise of Rights and Powers7.2
    
    At any time on or after the Enforcement Date, the Collateral Agent shall be entitled to
exercise, without notice to the Company or prior authorisation of any court, at any time or
times and in such manner as the Collateral Agent shall think fit all or any of the rights,
powers and remedies held by it as assignee of the Assigned Rights and (without limitation) to:
 7.2.1
    
    collect, demand and receive or recover by legal process all or any moneys
payable under or in connection with the Project Agreements or for the time being
comprised in the Assigned Rights and on payment to give an effectual discharge for
them;7.2.2
    
    exercise all such other rights, powers and remedies as the Company is then
entitled to exercise in relation to the Assigned Rights (or might, but for the terms
of this Assignation, exercise) to the exclusion of the Company (and the Company shall
exercise all such rights, powers and remedies in accordance with the instructions of
the Collateral Agent);7.2.3
    
    do all such acts, deeds, documents and things as the Collateral Agent may
consider necessary or proper in relation to any of the rights, powers and remedies
referred to above;7.2.4
    
    to exercise and do all such rights and things as the Collateral Agent
would be entitled to exercise and do if it were the absolute owner of the Assigned
Rights and if the Collateral Agent had been a party to the Project Agreements instead
of the Company including, without prejudice to the generality of the foregoing, to
terminate any or all of the Project Agreements and any other Assigned Rights, sell
(at any time and without the Collateral Agent being under any obligation to have
regard for what effect the time of sale might have on the realisation price), dispose
of and/or take possession of all or any Assigned Rights;7.2.5
    
    to apply any monies, dividends to creditors, share of profits, interest or
other payments which may be received or receivable by the Collateral Agent or by any
nominee in respect of the Assigned Rights as though they were proceeds of sale;7.2.6
    
    to settle, adjust, refer to arbitration or any other dispute resolution
procedure, compromise and/or arrange any claims, accounts, disputes, questions and
demands with or by any person relating in any way to the Assigned Rights;7.2.7
    
    to bring, prosecute, enforce, defend and abandon actions, suits and
proceedings in relation to the Assigned Rights;7.2.8
    
    to redeem any security (whether or not having priority to the security
created by or pursuant to this Assignation) over any Assigned Rights and to settle
the accounts of the holders of any such security; and7.2.9
    
    to do all such other acts and things it may consider necessary or
expedient for the realisation of the Assigned Rights or incidental to the exercise of
any of the rights conferred on the Collateral Agent under or by virtue of this
Assignation and to concur in the doing of anything which the Collateral Agent has the
right to do and to do any such thing jointly with any other person.
 7.3
    
    Neither the Collateral Agent nor their nominee(s) shall be under any duty to the Company or
any other person to make any enquiry into the nature or sufficiency of any payment received by
it in respect of the Assigned Rights or the adequacy of performance by any person party to any
 10




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##### 



Exhibit F-5
To Credit Agreement
 Project Agreement of any of its obligations under or in connection with that Project
Agreement or to present or file or make any claim, take any action or do any other act or
thing for the purpose of collecting and/or enforcing the payment of any amount to which it
may be entitled in respect of the Assigned Rights or to enforce any other rights, title,
interests or claims assigned under this Assignation or to which the Collateral Agent may
at any time be entitled pursuant to this Assignation.7.4
    
    The Collateral Agent shall not in any circumstances, either by reason of any dealing with the
Assigned Rights or any part of the Assigned Rights or for any other reason whatsoever be
liable to account to the Company for anything except in respect of the Assigned Rights own
actual receipts or be liable to the Company for any loss or damage arising from any
realisation by the Collateral Agent of the Assigned Rights or any part of the Assigned Rights
or from any act, default or omission of the Collateral Agent in relation to the Assigned
Rights or any part of the Assigned Rights or from any exercise or non-exercise by the
Collateral Agent of any power, authority or discretion conferred upon it in relation to the
Assigned Rights or any part of the Assigned Rights by or pursuant to this Assignation or
otherwise by any applicable law.8.
    
    Enforcement of SecurityWhen Security becomes Enforceable8.1
    
    At any time on or after the Enforcement Date, the security created by, or pursuant to, this
Assignation shall become immediately enforceable and the Collateral Agent may, without notice
to the Company or prior authorisation from any court, in its absolute discretion enforce all
or any part of that security at the times, in the manner and on the terms it thinks fit and,
to the extent permitted by law, take possession of and hold or dispose of all or any part of
the Assigned Rights and exercise the rights and powers conferred by law and those referred to
in Clause 7.2.Right of Appropriation8.2
    
    Without prejudice to the other provisions of this Assignation, to the extent that any of the
Assigned Rights constitute financial collateral, and this Assignation and the obligations of
the Company hereunder constitute a security financial collateral arrangement(in each case
as defined in, and for the purposes of, the Financial Collateral Arrangements (No. 2)
Regulations 2003 (SI 2003/3226) (the Regulations), the Collateral Agent shall at any time on
or after the Enforcement Date have the right to appropriate all or any part of the Assigned
Rights in or towards discharge of the Secured Liabilities. For this purpose, the parties
agree that the value of any such Assigned Rights so appropriated shall be the market price of
such Assigned Rights at the time the right of appropriation is exercised as determined by the
Collateral Agent by reference to such method or source of valuation as the Collateral Agent
may select, including by independent valuation. For this purpose, the parties agree that the
methods or sources of valuation provided for in this Clause 8.2 (Right of appropriation) or
selected by the Collateral Agent in accordance with this Clause 8.2 (Right of appropriation)
shall constitute a commercially reasonable method of valuation for the purposes of the
Regulations.8.3
    
    The Collateral Agent shall notify the Company as soon as reasonably practicable of the
exercise of its rights of appropriation as regards such of the Assigned Rights as are
specified in such notice.Redemption of Prior Security8.4
    
    At any time on or after the Enforcement Date, the Collateral Agent may:
 11




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##### 



Exhibit F-5
To Credit Agreement
 
 8.4.1
    
    redeem any prior Security over any Assigned Rights; or8.4.2
    
    procure the transfer of that Security to the Collateral Agent; or8.4.3
    
    settle and pass the accounts of the person or persons entitled to such
Security (and any accounts so settled and passed shall be conclusive and binding on
the Company).
 8.5
    
    All principal moneys, interest, costs, charges and expenses of and incidental to any such
redemption or transfer shall be paid by the Company to the Collateral Agent and every Delegate
on demand and shall be secured by this Assignation.9.
    
    Discretions and DelegationDiscretion9.1
    
    Any liberty or power which may be exercised or any determination which may be made under this
Assignation by the Collateral Agent or any Delegate may be exercised or made in its absolute
and unfettered discretion without any obligation to give reasons.Delegation9.2
    
    The Collateral Agent may delegate (either generally or specifically) by power of attorney or
in any other manner to any person any right, power, authority or discretion conferred on it by
this Assignation (including the power of attorney).9.3
    
    Any such delegation may be made upon such terms and conditions (including the power to
sub-delegate) as the Collateral Agent (as the case may be) shall think fit.9.4
    
    The Collateral Agent shall be in any way liable or responsible to the Company for any loss or
liability arising from any act, default, omission or misconduct on the part of any Delegate.10.
    
    Power of AttorneyAppointment and Powers10.1
    
    The Company hereby irrevocably and by way of security appoints the Collateral Agent and any
Delegate severally to be its attorney in its name and on its behalf and as its act and deed:
 10.1.1
    
    to execute and deliver any documents or instruments which the Collateral Agent may
require for perfecting the title of the Collateral Agent to the Charged Property or
for vesting the same in the Collateral Agent, its nominee or any purchaser,10.1.2
    
    to sign, execute, seal and deliver and otherwise perfect any further security
document which the Company is required to enter into pursuant to this Assignation;
and security created by, or pursuant to, this Assignation; and10.1.3
    
    otherwise generally to sign, seal, execute and deliver all deeds, assurances,
agreements and documents and to do all acts and things which (i) may be required for
the full exercise of all or any of the powers conferred on the Collateral Agent under
this Assignation; (ii) the Company is required to do pursuant to this Assignation; or
(iii) may be deemed expedient by the Collateral Agent in connection with (A) any
preservation, disposition, realisation or getting in by the Collateral Agent of the
Assigned Rights or any part thereof or (B) any other exercise of any other power
under this Assignation.
 12




---



##### 



Exhibit F-5
To Credit Agreement
 
 The Collateral Agent confirms that it will only exercise the rights set out in this Clause
10.1 following the occurrence of a Default or Event of Default under the Credit Documents.Ratification10.2
    
    The Company ratifies and confirms and agrees to ratify and confirm all acts and things which
any attorney mentioned in this Clause 10 (Power of Attorney) does or purports to do in
exercise of the powers granted by this Clause 10. All moneys expended by any such attorney
shall be deemed to be expenses incurred by the Collateral Agent under this Assignation.11.
    
    Protection of PurchasersConsideration11.1
    
    The receipt of the Collateral Agent or any Delegate shall be a conclusive discharge to a
purchaser and, in making any sale or other disposal of any of the Assigned Rights (including a
disposal by a Delegate to any subsidiary of the Company) or in making any acquisition in the
exercise of their respective powers, the Collateral Agent and every Delegate may do so for
such consideration, in such manner and on such terms as it or he thinks fit.Protection of Third Parties11.2
    
    No person (including a purchaser) dealing with the Collateral Agent or any Delegate shall be
bound to enquire:
 11.2.1
    
    whether the Secured Liabilities have become payable; or11.2.2
    
    whether any power which the Collateral Agent or any Delegate is purporting to
exercise has arisen or become exercisable; or11.2.3
    
    whether any money remains due under the Credit Documents; or11.2.4
    
    how any money paid to the Collateral Agent or to any Delegate is to be applied,
 or shall be concerned with any propriety, regularity or purpose on the part of the
Collateral Agent or any Delegate in such dealings or in the exercise of any such power.12.
    
    Application of ProceedsOrder of Application12.1
    
    Any monies received under the powers hereby conferred shall, subject to the repayment of any
claims or debts having priority to this Assignation, be applied for the purposes and in the
order of priority provided for in:
 (a)
    
    prior to execution of the Intercreditor Agreement, section 9 (Events of
Default) of the Credit Agreement; and(b)
    
    following execution of the Intercreditor Agreement, the relevant provision
in the Intercreditor Agreement relating to application of proceeds received under the
Credit Documents.
 13




---



##### 



Exhibit F-5
To Credit Agreement
 
 Suspense account12.2
    
    The Collateral Agent may credit any monies received under this Assignation to an interest
bearing suspense account for so long and in such manner as the Collateral Agent may from time
to time determine.13.
    
    No Liability as Creditor nor Mortgagee in Possession13.1
    
    Neither the Collateral Agent nor any Delegate shall in any circumstances (either by reason of
entering into or taking possession of any Assigned Rights or for any other reason and whether
as creditor, heritable creditor or mortgagee in possession or on any other basis) be liable to
account to the Company for anything, except actual receipts, or be liable to the Company for
any costs, charges, losses, liabilities or expenses arising from the realisation of any
Assigned Rights or from any act, default or omission of the Collateral Agent, any Delegate or
any of their respective officers, agents or employees in relation to the Assigned Rights or
from any exercise or purported exercise or non-exercise by the Collateral Agent or any
Delegate of any power, authority or discretion provided by or pursuant to this Assignation or
by law or for any other loss of any nature whatsoever in connection with the Assigned Rights
or the Credit Documents.14.
    
    Effectiveness of SecurityContinuing Security14.1
    
    The security created by, or pursuant to, this Assignation shall remain in full force and
effect as a continuing security for the Secured Liabilities, unless and until discharged by
the Collateral Agent, and will extend to the ultimate balance of all the Secured Liabilities,
regardless of any intermediate payment or discharge in whole or in part.Cumulative Rights14.2
    
    The security created by, or pursuant to, this Assignation and all rights, powers and remedies
of the Collateral Agent provided by or pursuant to this Assignation or by law shall be
cumulative, in addition to and independent of any other Security now or subsequently held by
the Collateral Agent or any other Secured Creditor for the Secured Liabilities or any other
obligations or any rights, powers and remedies provided by law. No prior Security held by the
Collateral Agent (whether in its capacity as agent and trustee or otherwise) or any of the
other Secured Creditors over the whole or any part of the Assigned Rights shall be superseded
by, supersede or merge into, the security created by, or pursuant to, this Assignation.Reinstatement14.3
    
    If any discharge, release or arrangement (whether in respect of the obligations of a Credit
Party or any Security for those obligations or otherwise) is made by the Collateral Agent or
any other Secured Creditor in whole or in part on the faith of any payment, Security or other
disposition which is avoided or must be restored in insolvency, liquidation, administration or
otherwise, without limitation, then the liability of the Company under, the security created
by, or pursuant to, this Assignation will continue or be reinstated as if the discharge,
release or arrangement had not occurred.14.4
    
    The Collateral Agent may concede or compromise any claim that any payment or any discharge is
liable to avoidance, restoration or reduction.
 14




---



##### 



Exhibit F-5
To Credit Agreement
 Waiver of Defences14.5
    
    Neither the obligations of the Company under this Assignation nor the security created by, or
pursuant to, this Assignation nor the rights, powers and remedies of the Collateral Agent
provided by or pursuant to this Assignation or by law will be affected by an act, omission,
matter or thing which, but for this Clause 14.5, would reduce, release or prejudice any of its
obligations under this Assignation, any of that security or any of those rights, powers and
remedies (without limitation and whether or not known to it or the Collateral Agent or any
other Secured Creditor) including:
 14.5.1
    
    any time, waiver or consent granted to, or composition with any Credit Party or any
other person;14.5.2
    
    the release of any person under the terms of any composition or arrangement with
any creditor of any person;14.5.3
    
    the taking, variation, compromise, exchange, renewal or release of, or refusal or
neglect to perfect, take up or enforce, any rights against, or Security over assets
of any Credit Party, or any other person or any non-presentation or non-observance of
any formality or other requirement in respect of any instrument or any failure to
realise the full value of any Security;14.5.4
    
    any incapacity or lack of power, authority or legal personality of, or dissolution
or change in the members or status of any Credit Party , or any other person;14.5.5
    
    any variation, amendment, novation, supplement, extension (whether of maturity or
otherwise), substitution, restatement (in each case, however fundamental and of
whatsoever nature and whether or not more onerous) or replacement of any Credit
Document or any other document or Security including without limitation any change in
the purpose of, any extension of or any increase in, any facility or the addition of
any new facility under any Credit Document or other document or Security;14.5.6
    
    any unenforceability, illegality or invalidity of any obligation of any other
person under any Credit Document or any other document or Security; or14.5.7
    
    any insolvency or similar proceedings.
 Guarantor Intent14.6
    
    Without prejudice to the generality of Clause 14.5 (Waiver of Defences), the Company
expressly confirms that it intends that the security created by, or pursuant to, this
Assignation shall extend from time to time to any (however fundamental) variation, increase,
extension or addition of or to any facility or amount made available under any of the Credit
Documents and/or any of the Credit Documents including, without limitation, any of the same
which are for the purposes of or in connection with any of the following: business
acquisitions of any nature; increasing working capital; enabling investor distributions to be
made; carrying out restructurings; refinancing existing facilities; refinancing any other
indebtedness; making facilities available to new borrowers; and/or any other variation or
extension of the purposes for which any such facility or amount might be made available from
time to time, together with any fees, costs and/or expenses associated with any of the
foregoing.
 15




---



##### 



Exhibit F-5
To Credit Agreement
 Immediate Recourse14.7
    
    The Company waives any right it may have of first requiring the Collateral Agent or any other
Secured Creditor to proceed against or enforce any other rights or Security or claim payment
from any person or file any proof or claim in any insolvency, administration, winding up or
liquidation proceedings relating to any person before claiming from it under this Assignation.
This waiver applies irrespective of any law or any provision of any Credit Document to the
contrary.Appropriations14.8
    
    Until all the Secured Liabilities which may be or become payable by the Company under or in
connection with this Assignation have been irrevocably paid, performed and discharged in full,
the Collateral Agent may:
 14.8.1
    
    without affecting the liability of the Company under this Assignation:
 (a)
    
    refrain from applying or enforcing any other moneys,
Security or rights held or received by it in respect of the Secured
Liabilities; or(b)
    
    apply and enforce the same in such manner and order as it
sees fit (whether against the Secured Liabilities or otherwise) and the
Company shall not be entitled to direct the appropriation of any such
moneys, Security or rights or to enjoy the benefit of the same; and/or
 14.8.2
    
    hold in a suspense account any moneys received from the Company or on account of
the Companys liability in respect of the Secured Liabilities. Amounts standing to
the credit of any such suspense account shall bear interest at a rate considered by
the Collateral Agent to be a fair market rate.
 Deferral of Companys Rights14.9
    
    Until the Secured Liabilities, and all amounts which may be or become due and payable in
respect of the Secured Liabilities, have been irrevocably paid, performed or discharged in
full and unless the Collateral Agent otherwise directs, the Company shall not exercise any
rights which it may have by reason of performance by it of its obligations under this
Assignation or by reason of any amount being payable to:
 14.9.1
    
    be indemnified by a Credit Party;14.9.2
    
    claim any contribution from any other guarantor of any Credit Partys obligations
under the Credit Documents;14.9.3
    
    take the benefit (in whole or in part and whether by way of subrogation or
otherwise) of any rights of the Collateral Agent and/or any of the other Secured
Creditors under the Credit Documents or of any other Security taken pursuant to, or
in connection with, the Credit Documents by the Collateral Agent or any other Secured
Creditor;14.9.4
    
    to bring legal or other proceedings for an order requiring a Credit Party to make
any payment, or perform any obligation, in respect of which the Company has given a
guarantee, undertaking or indemnity;14.9.5
    
    exercise any right of set-off against any Credit Party; and/or
 16




---



##### 



Exhibit F-5
To Credit Agreement
 14.9.6
    
    claim or prove as a creditor of any Credit Party or in its estate in competition
with any Secured Creditor.
 14.10
    
    The rights of the Collateral Agent and/or any of the other Secured Creditors under Clause
14.9 above shall be free from any right of quasi-retainer or other rule or principle of fund
ascertainment arising either at law or in equity.14.11
    
    If the Company receives any benefit, payment or distribution in relation to any rights
referred to in Clause 14.9 above, it shall hold that benefit, payment or distribution to the
extent necessary to enable all the Secured Liabilities, and all amounts which may be or become
due and payable in respect of the Secured Liabilities, to be repaid in full on trust for the
Collateral Agent (as agent and trustee for itself and each of the other Secured Creditors) and
shall promptly pay or transfer the same to the Collateral Agent or as the Collateral Agent may
direct for application in accordance with Clause 12 (Application of Proceeds).No Security held by Company14.12
    
    The Company shall not take or receive any Security from a Credit Party or any other person
in connection with its liability under this Assignation. However, if any such Security is so
taken or received by the Company:
 14.12.1
    
    the Company undertakes to hold it on trust for the Collateral Agent (as agent and
trustee for itself and each of the other Secured Creditors), together with all moneys
at any time received or held in respect of such Security, for application in or
towards payment and discharge of the Secured Liabilities; and14.12.2
    
    on demand by the Collateral Agent, the Company shall promptly transfer, assign or
pay to the Collateral Agent all Security and all moneys from time to time held on
trust by it under this Clause 14.12.
 15.
    
    Certificates and Determinations15.1
    
    Any certificate or determination by the Collateral Agent of a rate or amount under this
Assignation is, in the absence of manifest error, conclusive evidence of the matters to which
it relates.16.
    
    Partial Invalidity16.1
    
    If, at any time, any provision of this Assignation or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality, validity
or enforceability of the remaining provisions of this Assignation nor the legality, validity
or enforceability of such provision under the law of any other jurisdiction will in any way be
affected or impaired and, if any part of the security created, or intended to be created, by
this Assignation is invalid, unenforceable or ineffective for any reason, that shall not
affect or impair any other part of the security.17.
    
    Remedies and Waivers17.1
    
    No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent, any
right, remedy or power under this Assignation shall operate as a waiver, nor shall any single
or partial exercise of any right, remedy or power prevent any further or other exercise or the
exercise of any other right, remedy or power. The rights, remedies and powers provided in
this Assignation are cumulative and are in addition to, not exclusive of, any rights, remedies
or powers provided by law.
 17




---



##### 



Exhibit F-5
To Credit Agreement
 17.2
    
    Any amendment, waiver or consent by the Collateral Agent under this Assignation must be in
writing and may be given subject to any conditions thought fit by the Collateral Agent. Any
waiver or consent shall be effective only in the instance and for the purpose for which it is
given.18.
    
    NoticesCommunications in writing18.1
    
    Any communication to be made under or in connection with this Assignation shall be made in
writing and, unless otherwise stated, may be made by fax or letter.Addresses18.2
    
    The address and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of the Company and the Collateral Agent for any communication or
document to be made or delivered under or in connection with this Assignation is that
identified with its name below:
 CompanyAddress:
    
    Endeavour Energy UK Limited114 St. Martins LaneLondonWC2N 4BEEnglandFor the Attentionof:
    
    Mike KirkseyFax Number:
    
    +44 207 451 2352Email:
    
    Mike.Kirksey@endeavourcorp.comWith a copy to:
    
    Endeavour International Corporation1001 Fannin Street, Suite 1600HoustonTexas 77002United States of AmericaFor the Attention of:
    
    Mike Kirksey / Cathy StubbsFax Number:
    
    +1 713 307 8794Email:
    
    Mike.Kirksey@endeavourcorp.com /Cathy.Stubbs@endeavourcorp.comCollateral AgentAddress:
    
    Cyan Partners, LP399 Park Avenue39th FloorNew York10022
United States of America
 18




---



##### 



Exhibit F-5
To Credit Agreement
 Fax Number:
    
    +1 212 380 5871For the Attention of:
    
    Divya Gopal
 or any substitute address, fax number or department or officer as the Company may
notify to the Collateral Agent or, as the case may be, the Collateral Agent may notify to
the Company, in each case by not less than five Business Days notice.Delivery18.3
    
    Any communication or document made or delivered by one person to another under or in
connection with this Assignation will only be effective:
 18.3.1
    
    if by way of fax, when received in legible form; or18.3.2
    
    if by way of letter, when it has been left at the relevant address or five Business
Days after being deposited in the post postage prepaid in an envelope addressed to it
at that address,
 and, if a particular department or officer is specified as part of its address details
provided under Clause 18.2 (Addresses), if addressed to that department or officer.Any communication or document to be made or delivered to the Collateral Agent will be
effective only when actually received by it and then only if it is expressly marked for
the attention of the department or officer identified with the Collateral Agents name in
Clause 18.2 (Addresses) (or any substitute department or officer as it shall specify for
this purpose).19.
    
    Assignation19.1
    
    The Company may not assign or transfer any of its rights or obligations under this
Assignation without the prior consent of each Lender. The Collateral Agent may assign and
transfer all or any part of its rights and obligations under this Assignation to any
replacement Collateral Agent appointed pursuant to the terms of the Credit Agreement.20.
    
    Releases20.1
    
    Upon the expiry of the Security Period (but not otherwise) and subject to Clauses 14.3 and
14.4 (Reinstatement), the Collateral Agent shall, at the request and cost of the Company, take
whatever action is necessary to release the Assigned Rights of from the security created by,
or pursuant to, this Assignation.21.
    
    Consent to Registration21.1
    
    The Company consents to the registration of this Assignation and each certificate referred to
in Clause 15 (Certificates and Determinations) for preservation and execution.22.
    
    Governing Law22.1
    
    This Assignation and any non-contractual obligations arising out of or in connection with it
are governed by the law of Scotland.
 19




---



##### 



Exhibit F-5
To Credit Agreement
 23.
    
    EnforcementJurisdiction23.1
    
    The courts of Scotland have exclusive jurisdiction to settle any dispute arising out of or in
connection with this Assignation (including a dispute relating to the existence, validity or
termination of this Assignation or any non-contractual obligation arising out of or in
connection with this Assignation) (a Dispute).23.2
    
    The Company agrees that the courts of Scotland are the most appropriate and convenient courts
to settle Disputes and accordingly it will not argue to the contrary or take proceedings
relating to a Dispute in any other courts.23.3
    
    Clauses 23.1 and 23.2 above are for the benefit of the Collateral Agent only. As a result,
the Collateral Agent shall not be prevented from taking proceedings relating to a Dispute in
any other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may
take concurrent proceedings in any number of jurisdictions.23.4
    
    Without prejudice to Clauses 23.1 and 23.2 above, the Company further agrees that proceedings
relating to a Dispute may be brought in the courts of Scotland and England and irrevocably
submits to the jurisdiction of such courts.23.5
    
    The Company irrevocably waives any right it may have to the trial by jury in any proceedings
relating to a Dispute.
 20




---



##### 



Exhibit F-5
To Credit Agreement
 Waiver of Immunity23.6
    
    To the extent that the Company may in any jurisdiction claim for itself or its assets
immunity from suit, execution, attachment (whether in aid of execution, before judgment or
otherwise) or other legal process and to the extent that in any such jurisdiction there may be
attributed to itself or its assets such immunity (whether or not claimed), the Company
irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent
permitted by the laws of that jurisdiction.
 IN WITNESS WHEREOF:
 THE COMPANY
 SUBSCRIBED FORand ON BEHALF OFENDEAVOUR ENERGY UK LIMITED
acting by of 1001 Fannin Street, Suite 1600,
Houston, Texas 77002, United States of America in
the exercise of a power of attorney dated 3
August 2010 granted by Endeavour Energy UK
Limited in the presence of:
    
    Duly Authorised Attorney
 Witness signature:Witness name:Witness address:Place of Signing:Date of Signing:
 THE COLLATERAL AGENT
 SUBSCRIBED FORand ON BEHALF OF
    
    )CYAN PARTNERS, LP(as agent and trustee for
    
    )
    
    (Authorised Signatory)itself and each of the other Secured Creditors) by its
    
    )attorney in the presence of:
    
    )
 Witness signature:Witness name:Witness address:Place of Signing:Date of Signing:
 21




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##### 



Exhibit F-5
To Credit Agreement
 Schedule 1
 This is the Schedule 1 referred to in the foregoing Assignation by Endeavour Energy UK Limited in
favour of Cyan Partners, LP (as agent and trustee for itself and each of the other Secured
Creditors) dated           August 2010
 Part A
 Licences
 1.
    
    The Petroleum Production Licence P.592 dated 3 June 1987;2.
    
    The Petroleum Production Licence P.361 dated 16 December 1980;3.
    
    The Petroleum Production Licence P.213 dated 15 March 1972;4.
    
    The Petroleum Production Licence P.218 dated 15 March 1972;5.
    
    The Petroleum Production Licence P.588 dated 3 June 1987;6.
    
    The Petroleum Production Licence P.226 dated 15 March 1972;7.
    
    The Petroleum Production Licence P.339 dated 16 December 1980;8.
    
    The Petroleum Production Licence P.219 dated 15 March 1972;9.
    
    The Petroleum Production Licence P.1314 dated 22 December 2005; and10.
    
    The Petroleum Production Licence P.255 dated 30 November 1977.
 Part B
 Agreements
 1.
    
    The joint operating agreement for P.592 Block 20/4b dated 2 September 1999;2.
    
    The Goldeneye unitisation and unit operating agreement dated 15 March 2002;3.
    
    The joint operating agreement for P.361 Block 29/1b dated 23 November 1988;4.
    
    The Triton joint facilities operating agreement dated 14 April 2000;5.
    
    The Bittern unitisation and unit operating agreement dated 23 January 2002;6.
    
    The joint operating agreement for P.213 Block 16/26a (Area A  Alba Field Area) dated 10
October 1990;7.
    
    The joint operating agreement for P.218 and P.588 Blocks 15/21f and 15/21b dated 13 August
1987 (as it applies to the Ivanhoe Area, the Rob Roy Area and the Hamish Area by virtue of a
Supplemental Agreement dated 31 December 1987);8.
    
    The joint operating agreement for P.226 Block 15/27 dated 21 January 1998 as it applies in
the manner of a separate contract to Area A  Renee (as described in the agreement entitled
Amendment to the Joint Operating Agreement for United Kingdom Petroleum Production Licence
P.226 for Block 15/27 dated 25 February 2000 (the Amendment Agreement));
 22




---



##### 



Exhibit F-5
To Credit Agreement
 9.
    
    The joint operating agreement for P.226 Block 15/27 dated 21 January 1998 (as amended under
the terms of the Amendment Agreement) as it applies in the manner of a separate contract to
Area Beta  Rochelle (as defined in an agreement dated 23 December 2009 entitled Amendment
to the Joint Operating Agreements for United Kingdom Petroleum Production Licence P.226 for
Block 15/27 Area B and United Kingdom Petroleum Production Licence P.226 for Block 15/27 Area
C under which Areas B and C (each as defined in the Amendment Agreement) were merged and a
new Area Beta was created);10.
    
    The joint operating agreement for P.339 Block 15/28b (Rubie Field Area) dated 26 January
1999;11.
    
    The joint operating agreement for P.219 Block 16/13a & 16/13e  Enoch dated 7 March 1986;12.
    
    The Enoch unitisation and unit operating agreement dated 1 July 2005;13.
    
    The Enoch PL Transport and Processing Agreement dated 24 February 2006;14.
    
    The joint operating agreement for P.1314 Block 23/16f  Columbus dated 27 September 2006;
and15.
    
    The joint operating agreement for P.255 Block 22/06a North  Bacchus dated 15 September
2006.
 23




---



##### 



Exhibit F-5
To Credit Agreement
 
 Schedule 2
 This is the Schedule 2 referred to in the foregoing Assignation by Endeavour Energy UK Limited in
favour of Cyan Partners, LP (as agent and trustee for itself and each of the other Secured
Creditors) dated           August 2010
 Part 1  Form of Notice
  BY REGISTERED MAIL
 relevant counterparty
 
  Notice of Assignment
  Debenture  Assignation Company Collateral Agent Assigned Property
  1.
    
    on written request from the Collateral Agent to make all payments due to us in respect
of the Assigned Property to the Collateral Agent instead at [details] unless and until the
Collateral Agent notifies you otherwise; and2.
    
    to disclose to the Collateral Agent such information regarding the Assigned Property
as it may from time to time reasonably request and to send copies of all notices relating to
the Assigned Property to the Collateral Agent.
   1.
    
    have not received any other notice of the interest of any third party relating to the
Assigned Property;2.
    
    are not aware of any dispute between ourselves and yourselves relating to the Assigned
Property; and3.
    
    shall not raise any set off, defence or counter claim against the Collateral Agent in
respect of any payments now or in future expressed to be payable under the Assigned Property.
  24




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##### 



Exhibit F-5
To Credit Agreement
    Endeavour Energy UK Limited
 Part 2  Form of Acknowledgement
 To:
    
    Cyan Partners, LP Park Avenue, 39th Floor, New York, New York, 10022
(Attention: Divya Gopal)Endeavour Energy UK Limited, 33rd Floor, City Point, One Ropemaker St, London
EC2Y 9UE
 
 Description of Assigned Property
  Notice of Assignment
   relevant counterparty
 25




---



##### 



ENDEAVOUR ENERGY UK LIMITED
 AND
 CYAN PARTNERS, LP
 (as agent and trustee for itself and each of the other Secured Creditors)
 
 ASSIGNATION IN SECURITY
 
 CMS Cameron McKenna LLP
 6 Queens Road
 Aberdeen
 AB15 4ZT
 T +44(0)1224 622 002
 F +44(0)1224 622 066
 Ref: ANFR/MAMC/FRFO/042158.00013




---



##### 



Exhibit F-5
To Credit Agreement
 Table of Contents
 1.
    
    Definitions and Interpretation
    
    
    12.
    
    Covenant to Pay
    
    
    53.
    
    Grant of Security
    
    
    74.
    
    Perfection of Security
    
    
    75.
    
    Further Assurance
    
    
    86.
    
    Undertakings
    
    
    87.
    
    The Assigned Rights
    
    
    98.
    
    Enforcement of Security
    
    
    119.
    
    Discretions and Delegation
    
    
    1210.
    
    Power of Attorney
    
    
    1211.
    
    Protection of Purchasers
    
    
    1312.
    
    Application of Proceeds
    
    
    1313.
    
    No Liability as Creditor nor Mortgagee in Possession
    
    
    1414.
    
    Effectiveness of Security
    
    
    1415.
    
    Certificates and Determinations
    
    
    1716.
    
    Partial Invalidity
    
    
    1717.
    
    Remedies and Waivers
    
    
    1718.
    
    Notices
    
    
    1819.
    
    Assignation
    
    
    1920.
    
    Releases
    
    
    1921.
    
    Consent to Registration
    
    
    1922.
    
    Governing Law
    
    
    1923.
    
    Enforcement
    
    
    20




---



##### 



THIS BOND AND FLOATING CHARGE
 (1)
    
    ENDEAVOUR ENERGY UK LIMITED(a company registered in England and Wales with registration
number 5030838) whose registered office is at 33rd Floor, City Point, One Ropemaker St, London
EC2Y 9UE (the Company); in favour of(2)
    
    CYAN PARTNERS, LP(as agent and trustee for itself and each of the other Secured Creditors
(as defined below)) (the Collateral Agent).
 WHEREAS
 The Board of Directors of the Company is satisfied that the giving of the security
contained or provided for in this Charge is likely to promote the success of the Company
for the benefit of its members as a whole and that its execution and delivery and the
exercise of the rights and performance of its obligations under this Charge would not
contravene any provision of its constitution and its Board have passed a resolution to
that effect.
 NOW IT IS AGREED
 1.
    
    Definitions and InterpretationDefinitions1.1
    
    Terms defined in the Credit Agreement (as defined below) shall, unless otherwise defined in
this Charge or unless a contrary intention appears, bear the same meanings when used in this
Charge and the following terms shall have the following meanings:Business Day: shall mean for all purposes, any day except Saturday, Sunday and any day
which shall be in New York, London or Aberdeen, a legal holiday or a day on which banking
institutions are authorized or required by law or other government action to close.Charge: means this instrument and all its provisions.Charged Property: means the whole of the Properties (including uncalled capital) which
is or may be from time to time comprised in the Properties and undertaking of the Company.Credit Agreement: means the term loan credit agreement dated on or about the date of
this Charge between (among others) the Company and the Administrative Agent.Credit Party: shall have the meaning given to it in the Credit Agreement.Delegate: means any person appointed by the Collateral Agent or any Receiver pursuant to
Clause 9.2 to 9.4 (Delegation) and any person appointed as attorney of the Collateral
Agent and/or any Receiver or Delegate.Enforcement Date: means the date on which a notice is issued by the Administrative Agent
to the Borrower under section 9 (Events of Default) of the Credit Agreement upon the
occurrence of an Event of Default which is continuing.Group: means Endeavour International Corporation and its Subsidiaries for the time
being.Indemnified Party: shall have the meaning given to it in the U.S. Security Agreement.Premises: means all buildings and erections from time to time situated on or forming
part of any Properties.
 1




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Properties: means the heritable, freehold, commonhold or leasehold property of the
Company and any other real estate interest of the Company and references to any
Propertiesshall include references to the whole or any part or parts of them.Receiver: means a receiver, receiver and manager or administrative receiver of the whole
or any part or parts of the Charged Property.Secured Creditors: shall have the meaning given to it in the U.S. Security Agreement.Secured Hedging Agreement: shall have the meaning given to it in the U.S. Security
Agreement.Secured Liabilities: shall have the meaning given to it in Clause 2 (Covenant to pay
Secured Liabilities) below.Secured Reimbursement Agreement: shall have the meaning given to it in the U.S. Security
Agreement.Security: means a mortgage, charge, pledge, lien or other security interest securing any
obligation of any person or any other agreement or arrangement having a similar effect.Security Period: means the period beginning on the date of this Charge and ending on the
date on which the Collateral Agent has determined that all of the Secured Liabilities
(whether actual or contingent) have been unconditionally and irrevocably paid and
discharged in full and no further Secured Liabilities are capable of being outstanding.Tax: any tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any
delay in paying any of the same).General Definitions1.2
    
    Any reference in this Charge to:
 1.2.1
    
    the Collateral Agent, the Company, any Secured Creditor, any Credit
Partyor any other person shall be construed so as to include its successors in
title, permitted assignees and permitted transferees and, in the case of the
Collateral Agent, shall include any person for the time being appointed as additional
security agent pursuant to the Credit Agreement;1.2.2
    
    assetsincludes present and future properties, revenues and rights of
every description;1.2.3
    
    indebtednessincludes any obligation (whether incurred as principal or
as surety) for the payment or repayment of money, whether present or future, actual
or contingent;1.2.4
    
    a personincludes any individual, firm, company, corporation,
government, state or agency of a state or any association, trust, joint venture,
consortium or partnership (whether or not having separate legal personality);1.2.5
    
    a regulation includes any regulation, rule, official directive, request
or guideline (whether or not having the force of law) of any governmental,
intergovernmental or supranational body, agency, department or of any regulatory,
self-regulatory or other authority or organisation;1.2.6
    
    a fixed securityis to be construed in accordance with the terms of
Section 47 of the Bankruptcy and Diligence etc. (Scotland) Act 2007;
 2




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1.2.7
    
    without limitationshall include a reference to without prejudice to the
generality of the foregoing;1.2.8
    
    attachmentshall include, without limitation, land attachment, interim
attachment, money attachment and residual attachment;1.2.9
    
    Secured Liabilities includes any liabilities which would be treated as
such but for the liquidation or dissolution or similar event affecting the Company;
and1.2.10
    
    a provision of law is a reference to that provision as amended or re-enacted.
 Construction1.3
    
    Clause and Schedule headings are for ease of reference only.1.4
    
    Any reference in this Charge to any asset shall be construed so as to include:
 1.4.1
    
    the benefit of any covenants for title and warrandice given or entered
into by any predecessor in title of the Company in respect of that asset and all
other rights, benefits, claims, contracts, warranties, remedies, security or
indemnities in respect of that asset;1.4.2
    
    the proceeds of sale of any part of that asset and any other moneys paid
or payable in respect of or in connection with that asset; and1.4.3
    
    in respect of any Properties, all Premises and all fixtures and fittings
(including trade fixtures and fittings and tenants fixtures and fittings) from time
to time in or on those Properties.
 1.5
    
    Any reference in this Charge to any Credit Document or any other agreement or other document
shall be construed as a reference to that Credit Document or that other agreement or document
as the same may have been, or may from time to time be, restated, varied, amended,
supplemented, substituted, novated or assigned, whether or not as a result of any of the same:
 1.5.1
    
    there is an increase or decrease in any facility made available under that
Credit Document or other agreement or document or an increase or decrease in the
period for which any facility is available or in which it is repayable;1.5.2
    
    any additional, further or substituted facility to or for such facility is provided;1.5.3
    
    any rate of interest, commission or fees or relevant purpose is changed;1.5.4
    
    the identity of the parties is changed;1.5.5
    
    the identity of the providers of any security is changed;1.5.6
    
    there is an increased or additional liability on the part of any person; or1.5.7
    
    a new agreement is effectively created or deemed to be created.
 1.6
    
    Any reference in this Charge to this Chargeshall be deemed to be a reference to this
Charge as a whole and not limited to the particular Clause, Schedule or provision in which the
relevant reference appears and to this Charge as amended, novated, assigned, supplemented,
extended or restated from time to time and any reference in this Charge to a Clauseor a
Scheduleis, unless otherwise provided, a reference to a Clause or a Schedule of this
Charge.1.7
    
    Unless the context otherwise requires, words denoting the singular number only shall include
the plural and vice versa.
 3




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1.8
    
    Where any provision of this Charge is stated to include one or more things, that shall be by
way of example or for the avoidance of doubt only and shall not limit the generality of that
provision.1.9
    
    Any change in the constitution of the Collateral Agent or its absorption of or amalgamation
with any other person or the acquisition of all or part of its undertaking by any other person
shall not in any way prejudice or affect its rights under this Charge.1.10
    
    Any reference in this Charge to the liquidation, administration, insolvency, bankruptcy,
judicial factory or other similar incapacity of any body corporate shall be construed to
include the equivalent proceeding or occurrence in any other jurisdiction.1.11
    
    This Charge is a Credit Document for the purposes of the Credit Agreement.
 Intercreditor Agreement
 1.12
    
    Following execution of the Intercreditor Agreement, this Charge will be subject to the terms
of the Intercreditor Agreement.1.13
    
    In the event of any inconsistency between a provision of this Charge and a provision of the
Intercreditor Agreement, the provision of the Intercreditor Agreement will prevail.
 Incorporation
 1.14
    
    Without prejudice to the application of any other provisions of the Credit Agreement to this
Charge (by reason of this Charge being a Credit Document for the purposes of the Credit
Agreement), sections 4.04 (Tax Gross-Up and Indemnities), 11.02 (Right of Setoff), 11.05 (No
Waiver; Remedies Cumulative), 11.07 (Calculations; Computations), 11.12 (Amendment or Waiver,
etc.) and 11.19 (Judgment Currency) of the Credit Agreement shall apply to this Charge,
mutatis mutandis, as if the same had been set out herein with references in such clauses to:
 1.14.1
    
    any Credit Party or Borrower being construed, (A) if the context so requires,
as references to the Company (as defined herein) or (B) if the context so requires,
including the Company (as defined herein);1.14.2
    
    the Agreement being construed as references to this Charge;1.14.3
    
    the parties or party being construed as references to the Parties or, as the
case may be, a Party to this Charge;1.14.4
    
    the Credit Documents being construed as (a) including this Charge; or (b) if the
context so requires, as references specifically to this Charge; and1.14.5
    
    in the context of section 4.04 (Tax Gross-Up and Indemnities) of the Credit
Agreement, the Administrative Agent or a Lender being, if the context so
requires, construed, in each case, as references to the Collateral Agent and, in the
context of section 11.01(a)(ii) (Payment of Expenses, etc.) of the Credit Agreement,
the Administrative Agent or a Lender being construed, in each case, as references
to each Secured Creditor, Receiver (as defined herein), Delegate (as defined herein),
attorney, manager, agent or other person as may be appointed by the Collateral Agent
under this Charge; and1.14.6
    
    in the context of section 11.07 and 11.12, references to particular sections are
references to sections in the Credit Agreement.
 4




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2.
    
    Covenant to PayCovenant to pay Secured Liabilities2.1
    
    The Company covenants that it shall promptly on demand pay to the Secured Creditors, in
accordance with the Credit Documents:
 2.1.1
    
    the full and prompt payment when due (whether at stated maturity, by
acceleration or otherwise) of all obligations, liabilities and indebtedness
(including, without limitation, principal, premium, interest, PIK Interest
(including, without limitation, all interest (including PIK Interest) that accrues
after the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency, reorganisation or similar proceeding of the Company at the
rate provided for in the respective documentation, whether or not a claim for
post-petition interest is allowed in any such proceeding), fees, costs and
indemnities) of the Company to the Lenders, whether now existing or incurred after
the date of this Charge under, arising out of, or in connection with, each Credit
Document to which the Company is a party and the due performance and compliance by
the Company with all of the terms, conditions and agreements contained in each such
Credit Document;2.1.2
    
    the full and prompt payment when due (whether at stated maturity, by
acceleration or otherwise) of all obligations, liabilities and indebtedness
(including, without limitation, all interest that accrues after the commencement of
any case, proceeding or other action relating to the bankruptcy, insolvency,
reorganisation or similar proceeding of the Company at the rate provided for in the
respective documentation, whether or not a claim for post-petition interest is
allowed in any such proceeding) owing by the Company to the Approved Third Party
Credit Providers under any Secured Hedging Agreement, whether now in existence or
arising after the date of this Charge and the due performance and compliance by the
Company with all of the terms, conditions and agreements contained in each such
Secured Hedging Agreement;2.1.3
    
    the full and prompt payment when due (whether at stated maturity, by
acceleration or otherwise) of all obligations, liabilities and indebtedness
(including, without limitation, all interest that accrues after the commencement of
any case, proceeding or other action relating to the bankruptcy, insolvency,
reorganisation or similar proceeding of the Company at the rate provided for in the
respective documentation, whether or not a claim for post-petition interest is
allowed in any such proceeding) owing by the Company to the Approved Third Party
Credit Providers under any Secured Reimbursement Agreement, whether now in existence
or arising after the date of this Charge (including, without limitation, all
obligations, liabilities and indebtedness of the Company under any Guaranty in
respect of the Secured Reimbursement Agreements), and the due performance and
compliance by the Company with all of the terms, conditions and agreements contained
in each such Secured Reimbursement Agreement;2.1.4
    
    any and all sums advanced by the Collateral Agent in order to preserve the
Collateral or preserve its security interest in the Collateral;2.1.5
    
    in the event of any proceeding for the collection or enforcement of any
indebtedness, obligations, or liabilities of the Company referred to in paragraphs
2.1.1, 2.1.2 and 2.1.3 above, on and after the Enforcement Date, the reasonable
expenses of retaking, holding, preparing for sale or lease, selling or otherwise
disposing of or realising on the Collateral, or of any exercise by the Collateral
Agent of its rights under this Charge, together with reasonable attorneys fees and
court costs;2.1.6
    
    all amounts paid by any Indemnified Party as to which such Indemnified
Party has the right to reimbursement under this Charge; and
 5




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2.1.7
    
    all amounts owing to any Agent pursuant to any of the Credit Documents in
its capacity as such,it being acknowledged and agreed that the Secured Liabilitiesshall include
extensions of credit of the types described above, whether outstanding on the
date of this Charge or extended from time to time after the date of this Charge.
 2.2
    
    Notwithstanding anything to the contrary contained in this Charge or any other Credit
Document, the aggregate amount of Secured Liabilities of the type described in paragraphs
2.1.2 and 2.1.3 of Clause 2.1 (collectively, the Secured Third Party Credit Obligations)
secured by the Collateral shall not at any time exceed $25,000,000 (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 created under this Charge and in no event shall any proceeds received upon the sale
of, collection from, or other realisation upon all or any part of the Collateral be applied to
the Secured Third Party Credit Obligations in any amount in excess of the Secured Third Party
Credit Obligations Cap.Potential invalidity2.3
    
    Neither the covenant to pay in Clause 2.1 (Covenant to pay Secured Liabilities), nor the
Security created by this Charge shall extend to or include any liability or sum which would,
but for this Clause 2.3, cause such covenant, obligation or Security to be unlawful under any
applicable law.3.
    
    Floating ChargeCreation of Floating Charge3.1
    
    The Company, as a continuing security for the payment, performance and discharge of all the
Secured Liabilities, grants in favour of the Collateral Agent (as agent and trustee for itself
and each of the other Secured Creditors) a floating charge over the Charged Property.Qualifying Floating Charge3.2
    
    The provisions of paragraph 14 of Schedule B1 to the Insolvency Act 1986 shall apply to the
floating charge created pursuant to Clause 3.1 (Creation of Floating Charge).4.
    
    Further AssuranceFurther Assurance4.1
    
    The Company shall promptly do all such acts and execute all such documents (including
assignments, assignations, transfers, mortgages, charges, notices and instructions) as the
Collateral Agent or any Receiver may reasonably specify (and in such form as the Collateral
Agent or any Receiver may reasonably require in favour of the Collateral Agent or its
nominee(s)) to:
 4.1.1
    
    perfect the floating charge created or intended to be created in respect
of the Charged Property (which may include the execution by the Company of a
mortgage, charge, assignation, assignment or other Security over all or any of the
assets forming part of, or which are intended to form part of, the Charged Property);4.1.2
    
    confer on the Collateral Agent Security over any Properties and assets of
the Company located in any jurisdiction equivalent or similar to the security
intended to be created by or pursuant to this Charge;
 6




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4.1.3
    
    facilitate the exercise of any rights, powers and remedies of the
Collateral Agent or any Receiver or Delegate provided by or pursuant to this Charge
or by law;4.1.4
    
    facilitate the realisation of the assets which form part of, or are
intended to form part of, the Charged Property; and /or4.1.5
    
    create fixed security over any heritable, freehold, commonhold or
leasehold property and any other assets capable of being charged by way of fixed
security.
 Necessary Action4.2
    
    The Company shall take all such action as is available to it (including making all filings
and registrations) as may be necessary for the purpose of the creation, perfection, protection
or maintenance of any security created or intended to be created in favour of the Collateral
Agent by or pursuant to this Charge.5.
    
    UndertakingsGeneral5.1
    
    The undertakings in this Clause 5 remain in force from the date of this Charge for so long as
any amount is outstanding under this Charge.Negative Pledge5.2
    
    The Company undertakes to the Collateral Agent that it shall (except as permitted by section
8.01 (Liens) of the Credit Agreement):
 (a)
    
    not create or allow to exist any Security on, over, or affecting, any of
its assets; and(b)
    
    procure that no member of the Group creates or allows to exist any Security
on, over, or affecting, any of its assets.
 Restriction on Disposals5.3
    
    The Company undertakes to the Collateral Agent that it shall (except as permitted by section
8.02 (Consolidation, Merger, Purchase or Sale of Assets, etc.) of the Credit Agreement) not,
either in a single transaction or in a series of transactions and whether related or not,
dispose of the Charged Property or any part of them.Prejudicial Action5.4
    
    The Company will not do or cause or permit to be done anything, which may in any way reduce,
jeopardise or otherwise prejudice the value to the Collateral Agent of the Charged Property.6.
    
    Enforcement of SecurityWhen Security becomes Enforceable6.1
    
    At any time on or after the Enforcement Date, the floating charge created by this Charge
shall become immediately enforceable and the Collateral Agent may, without notice to the
Company or prior authorisation from any court, in its absolute discretion enforce all or any
part of that security at the times, in the manner and on the terms it thinks fit and, to the
extent permitted by law, take possession of and hold or dispose of all or any part of the
Charged Property.
 7




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##### 



Right of Appropriation6.2
    
    Without prejudice to the other provisions of this Charge, to the extent that any of the
Charged Property constitutes financial collateral, and this Charge and the obligations of
the Company hereunder constitute a security financial collateral arrangement(in each case
as defined in, and for the purposes of, the Financial Collateral Arrangements (No. 2)
Regulations 2003 (SI 2003/3226) (the Regulations), the Collateral Agent shall at any time on
or after the Enforcement Date have the right to appropriate all or any part of the Charged
Property in or towards discharge of the Secured Liabilities. For this purpose, the parties
agree that the value of any such Charged Assets so appropriated shall be the market price of
such Charged Property at the time the right of appropriation is exercised as determined by the
Collateral Agent by reference to such method or source of valuation as the Collateral Agent
may select, including by independent valuation. For this purpose, the parties agree that the
methods or sources of valuation provided for in this Clause 6.2 (Right of appropriation) or
selected by the Collateral Agent in accordance with this Clause 6.2 (Right of appropriation)
shall constitute a commercially reasonable method of valuation for the purposes of the
Regulations.6.3
    
    The Collateral Agent shall notify the Company as soon as reasonably practicable of the
exercise of its rights of appropriation as regards such of the Charged Property as are
specified in such notice.Redemption of Prior Security6.4
    
    At any time on or after the Enforcement Date, the Collateral Agent or any Receiver may:
 6.4.1
    
    redeem any prior Security over any Charged Property; or6.4.2
    
    procure the transfer of that Security to the Collateral Agent; or6.4.3
    
    settle and pass the accounts of the person or persons entitled to such
Security (and any accounts so settled and passed shall be conclusive and binding on
the Company).
 6.5
    
    All principal moneys, interest, costs, charges and expenses of and incidental to any such
redemption or transfer shall be paid by the Company to the Collateral Agent and every Receiver
on demand and shall be secured by this Charge.7.
    
    Appointment of Receiver and AdministratorAppointment7.1
    
    At any time on or after the Enforcement Date or if an application is presented for the making
of an administration order in relation to the Company or any person who is entitled to do so
gives written notice of its intention to appoint an administrator of the Company or files such
a notice with the court or if the Company or its directors so requests the Collateral Agent
in writing or if a petition is made for the appointment of a judicial factor to the Company
(in which case, in each such case, the floating charge created by this Charge shall become
immediately enforceable), the Collateral Agent may without prior notice to the Company:
 7.1.1
    
    appoint any one or more persons to be a Receiver of the whole or any part
or parts of the Charged Property; or7.1.2
    
    appoint one or more persons to be an administrator of the Company,
 in each case in accordance with and to the extent permitted by applicable laws.
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##### 



Removal7.2
    
    The Collateral Agent may by writing under its hand (or by an application to the court where
required by law):
 7.2.1
    
    remove any Receiver appointed by it; and7.2.2
    
    may, whenever it deems it expedient, appoint any one or more persons to be
a new Receiver in the place of or in addition to any Receiver.
 Statutory Powers of Appointment7.3
    
    The powers of appointment of a Receiver created by this Charge shall be in addition to all
statutory and other powers of appointment of the Collateral Agent and such powers shall be and
remain exercisable from time to time by the Collateral Agent in respect of any part or parts
of the Charged Property.Capacity of Receiver7.4
    
    Each Receiver shall be deemed to be the agent of the Company for all purposes. The Company
alone shall be responsible for a Receivers contracts, engagements, acts, omissions, defaults
and losses and for liabilities incurred by him.7.5
    
    The agency of each Receiver shall continue until the Company goes into liquidation and after
that the Receiver shall act as principal and shall not become the agent of the Collateral
Agent.7.6
    
    If there is more than one Receiver holding office at the same time, each Receiver shall
(unless the document appointing him states otherwise) be entitled to act (and to exercise all
of the powers conferred on a Receiver under this Charge and by statute) individually or
together with any other person appointed or substituted as Receiver.Remuneration of Receiver7.7
    
    Subject to section 58 of the Insolvency Act 1986, the Collateral Agent may fix the
remuneration of any Receiver appointed by it without any restriction and the remuneration of
the Receiver shall be a debt secured by this Charge, which shall be due and payable
immediately upon its being paid by the Collateral Agent.8.
    
    Powers of ReceiverGeneral8.1
    
    Each Receiver has, and is entitled to exercise (to the extent permitted by law), all of the
rights, powers and discretions set out below in this Clause 8 in addition to those conferred
by law.8.2
    
    Without prejudice to the generality of this Clause 8, each Receiver shall have all the
rights, powers and discretions of a receiver under schedule 2 to the Insolvency Act 1986.Specific Powers8.3
    
    Each Receiver shall have (to the extent permitted by law) the following powers:
 8.3.1
    
    power to purchase or acquire land and purchase, acquire or grant any
interest in or right over land as he thinks fit;8.3.2
    
    power to take immediate possession of, get in and collect any Charged Property;8.3.3
    
    power to carry on the business of the Company as he thinks fit;
 9




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8.3.4
    
    power (but without any obligation to do so) to:
 (a)
    
    make and effect all repairs, alterations, additions and
insurances and do all other acts which the Company might do in the ordinary
conduct of its business as well for the protection as for the improvement of
the Charged Property;(b)
    
    commence or complete any building operations on the
Charged Property;(c)
    
    apply for and maintain any planning permission, building
regulation approval or any other permission, consent or licence in respect
of the Charged Property; and(d)
    
    negotiate for compensation with any authority which may
intend to acquire or be in the process of acquiring all or any part of the
Charged Property and make objections to any order for the acquisition of all
or any part of the Charged Property and represent the Company at any enquiry
to be held to consider such objections or otherwise relating to any such
acquisition,
 in each case as he thinks fit;8.3.5
    
    power to appoint and discharge managers, officers, agents, advisers,
accountants, servants, workmen, contractors, surveyors, architects, lawyers and
others for the purposes of this Charge upon such terms as to remuneration or
otherwise as he thinks fit and power to discharge any such persons appointed by the
Company (and the costs incurred by any Receiver in carrying out such acts or doing
such things shall be reimbursed to that Receiver by the Company on demand and until
so reimbursed shall carry such interest as shall reasonably be determined by the
Receiver from the date of payment by the Receiver until reimbursed (after as well as
before any judgment));8.3.6
    
    power to raise and borrow money either unsecured or (with the prior
consent of the Collateral Agent) on the security of any Charged Property either in
priority to the floating charge created by this Charge or otherwise and generally on
any terms and for whatever purpose he thinks fit;8.3.7
    
    power to sell, exchange, convert into money and realise any Charged
Property by public auction or private contract and generally in any manner and on any
terms as he thinks fit;8.3.8
    
    power to sever and sell separately any fixtures from the properties
containing them without the consent of the Company;8.3.9
    
    power to let any Charged Property for any term and at any rent (with or
without a premium) as he thinks fit and power to accept a surrender of any lease or
tenancy of any Charged Property on any terms which he thinks fit (including the
payment of money to a lessee or tenant on a surrender);8.3.10
    
    power to settle, adjust, refer to arbitration, compromise and arrange any claims,
accounts, disputes, questions and demands with or by any person who is or claims to
be a creditor of the Company or relating in any way to any Charged Property;8.3.11
    
    power to bring, prosecute, enforce, defend and abandon all actions, suits and
proceedings in relation to any Charged Property or in relation to the Company which
may seem to him to be expedient;8.3.12
    
    power to give valid receipts for all moneys and execute all assurances and things
which may be proper or desirable for realising any Charged Property;
 10




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##### 



8.3.13
    
    power to form a subsidiary of the Company and transfer to that subsidiary any
Charged Property;8.3.14
    
    power to do all such acts as may seem to him to be necessary or desirable in order
to initiate or continue any development of any Charged Property and for these
purposes to appoint and to enter into such contracts with such building and
engineering contractors or other contractors and professional advisers as he may
think fit;8.3.15
    
    power to call any meeting of the members or directors of the Company in order to
consider such resolutions or other business as he thinks fit;8.3.16
    
    power to exercise in relation to any Charged Property all the powers and rights
which he would be capable of exercising if he were the absolute beneficial owner of
the same;8.3.17
    
    power to do all other acts and things which he may consider desirable or necessary
for realising any Charged Property or incidental or conducive to any of the rights,
powers or discretions conferred on a Receiver under or by virtue of this Charge; and8.3.18
    
    power to exercise any of the above powers in the name of or on behalf of the
Company or in his own name and, in each case, at the cost of the Company.
 Collateral Agents Powers8.4
    
    To the fullest extent permitted by law, any right, power or discretion created by this Charge
(either expressly or impliedly) upon a Receiver may after the floating charge created by this
Charge has become enforceable be exercised by the Collateral Agent in relation to any Charged
Property, irrespective of whether or not it has taken possession of any Charged Property and
without first appointing a Receiver or notwithstanding the appointment of a Receiver.9.
    
    Discretions and DelegationDiscretion9.1
    
    Any liberty or power which may be exercised or any determination which may be made under this
Charge by the Collateral Agent or any Receiver may be exercised or made in its absolute and
unfettered discretion without any obligation to give reasons.Delegation9.2
    
    Each of the Collateral Agent and any Receiver may delegate (either generally or specifically)
by power of attorney or in any other manner to any person any right, power, authority or
discretion conferred on it by this Charge (including the power of attorney).9.3
    
    Any such delegation may be made upon such terms and conditions (including the power to
sub-delegate) as the Collateral Agent or any Receiver (as the case may be) shall think fit.9.4
    
    Neither the Collateral Agent nor any Receiver shall be in any way liable or responsible to
the Company for any loss or liability arising from any act, default, omission or misconduct on
the part of any Delegate.10.
    
    Power of AttorneyAppointment and Powers10.1
    
    The Company hereby irrevocably and by way of security appoints the Collateral Agent and any
Receiver and any Delegate severally to be its attorney in its name and on its behalf and as
its act and deed:
 11




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10.1.1
    
    to execute and deliver any documents or instruments which the Collateral Agent or
such Receiver may require for perfecting the title of the Collateral Agent to the
Charged Property or for vesting the same in the Collateral Agent, its nominee or any
purchaser,10.1.2
    
    to sign, execute, seal and deliver and otherwise perfect any further security
document which the Company is required to enter into pursuant to this Charge; and10.1.3
    
    otherwise generally to sign, seal, execute and deliver all deeds, assurances,
agreements and documents and to do all acts and things which (i) may be required for
the full exercise of all or any of the powers conferred on the Collateral Agent or
any Receiver under this Charge; (ii) the Company is required to do pursuant to this
Charge; or (iii) may be deemed expedient by the Collateral Agent or a Receiver in
connection with (A) any preservation, disposition, realisation or getting in by the
Collateral Agent or such Receiver of the Charged Property or any part thereof or (B)
any other exercise of any other power under this Charge.
 The Collateral Agent confirms that it will only exercise the rights set out in this Clause
10.1 following the occurrence of a Default or Event of Default under the Credit Documents.Ratification10.2
    
    The Company ratifies and confirms and agrees to ratify and confirm all acts and things which
any attorney mentioned in this Clause 10 (Power of Attorney) does or purports to do in
exercise of the powers granted by this Clause 10. All moneys expended by any such attorney
shall be deemed to be expenses incurred by the Collateral Agent under this Charge.11.
    
    Protection of PurchasersConsideration11.1
    
    The receipt of the Collateral Agent or any Receiver or Delegate shall be a conclusive
discharge to a purchaser and, in making any sale or other disposal of any of the Charged
Property (including a disposal by a Receiver or Delegate to any subsidiary of the Company) or
in making any acquisition in the exercise of their respective powers, the Collateral Agent,
every Receiver and every Delegate may do so for such consideration, in such manner and on such
terms as it or he thinks fit.Protection of Third Parties11.2
    
    No person (including a purchaser) dealing with the Collateral Agent, any Receiver or any
Delegate shall be bound to enquire:
 11.2.1
    
    whether the Secured Liabilities have become payable; or11.2.2
    
    whether any power which the Collateral Agent or any Receiver or Delegate is
purporting to exercise has arisen or become exercisable; or11.2.3
    
    whether any money remains due under the Credit Documents; or11.2.4
    
    how any money paid to the Collateral Agent or to any Receiver or Delegate is to be
applied,
 or shall be concerned with any propriety, regularity or purpose on the part of the
Collateral Agent or any Receiver or Delegate in such dealings or in the exercise of any
such power.
 12




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12.
    
    Application of ProceedsOrder of Application12.1
    
    Any monies received under the powers hereby conferred shall, subject to the repayment of any
claims or debts having priority to this Charge, be applied for the purposes and in the order
of priority provided for in:
 (a)
    
    prior to execution of the Intercreditor Agreement, section 9 (Events of
Default) of the Credit Agreement; and(b)
    
    following execution of the Intercreditor Agreement, the relevant provision
in the Intercreditor Agreement relating to application of proceeds received under the
Credit Documents.
 Suspense account12.2
    
    The Collateral Agent may credit any monies received under this Charge to an interest bearing
suspense account for so long and in such manner as the Collateral Agent may from time to time
determine and any Receiver may retain the same for such period as he and the Collateral Agent
consider appropriate.13.
    
    No Liability as Creditor nor Mortgagee in Possession13.1
    
    Neither the Collateral Agent nor any Receiver or Delegate shall in any circumstances (either
by reason of entering into or taking possession of any Charged Property or for any other
reason and whether as creditor, heritable creditor or mortgagee in possession or on any other
basis) be liable to account to the Company for anything, except actual receipts, or be liable
to the Company for any costs, charges, losses, liabilities or expenses arising from the
realisation of any Charged Property or from any act, default or omission of the Collateral
Agent, any Receiver, any Delegate or any of their respective officers, agents or employees in
relation to the Charged Property or from any exercise or purported exercise or non-exercise by
the Collateral Agent or any Receiver or Delegate of any power, authority or discretion
provided by or pursuant to this Charge or by law or for any other loss of any nature
whatsoever in connection with the Charged Property or the Credit Documents.13.2
    
    If the Collateral Agent, any Receiver or any Delegate enters into or takes possession of the
Charged Property, it or he may to the extent permitted by law, at any time relinquish
possession.14.
    
    Effectiveness of SecurityContinuing Security14.1
    
    The floating charge created by this Charge shall remain in full force and effect as a
continuing security for the Secured Liabilities, unless and until discharged by the Collateral
Agent, and will extend to the ultimate balance of all the Secured Liabilities, regardless of
any intermediate payment or discharge in whole or in part.Cumulative Rights14.2
    
    The floating charge created by this Charge and all rights, powers and remedies of the
Collateral Agent provided by or pursuant to this Charge or by law shall be cumulative, in
addition to and independent of any other Security now or subsequently held by the Collateral
Agent or any other Secured Creditor for the Secured Liabilities or any other obligations or
any rights, powers and remedies provided by law. No prior Security held by the Collateral
Agent (whether in its capacity as agent and trustee or otherwise) or any of the other Secured
Creditors over the whole or any part of the Charged Property shall be superseded by, supersede
or merge into, the floating charge created by this Charge.
 13




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Reinstatement14.3
    
    If any discharge, release or arrangement (whether in respect of the obligations of a Credit
Party or any Security for those obligations or otherwise) is made by the Collateral Agent or
any other Secured Creditor in whole or in part on the faith of any payment, Security or other
disposition which is avoided or must be restored in insolvency, liquidation, administration or
otherwise, without limitation, then the liability of the Company under, the floating charge
created by this Charge will continue or be reinstated as if the discharge, release or
arrangement had not occurred.14.4
    
    The Collateral Agent may concede or compromise any claim that any payment or any discharge is
liable to avoidance, restoration or reduction.Waiver of Defences14.5
    
    Neither the obligations of the Company under this Charge nor the floating charge created by
this Charge nor the rights, powers and remedies of the Collateral Agent provided by or
pursuant to this Charge or by law will be affected by an act, omission, matter or thing which,
but for this Clause 14.5, would reduce, release or prejudice any of its obligations under this
Charge, any of that security or any of those rights, powers and remedies (without limitation
and whether or not known to it or the Collateral Agent or any other Secured Creditor)
including:
 14.5.1
    
    any time, waiver or consent granted to, or composition with any Credit Party or any
other person;14.5.2
    
    the release of any person under the terms of any composition or arrangement with
any creditor of any person;14.5.3
    
    the taking, variation, compromise, exchange, renewal or release of, or refusal or
neglect to perfect, take up or enforce, any rights against, or Security over assets
of any Credit Party, or any other person or any non-presentation or non-observance of
any formality or other requirement in respect of any instrument or any failure to
realise the full value of any Security;14.5.4
    
    any incapacity or lack of power, authority or legal personality of, or dissolution
or change in the members or status of any Credit Party , or any other person;14.5.5
    
    any variation, amendment, novation, supplement, extension (whether of maturity or
otherwise), substitution, restatement (in each case, however fundamental and of
whatsoever nature and whether or not more onerous) or replacement of any Credit
Document or any other document or Security including without limitation any change in
the purpose of, any extension of or any increase in, any facility or the addition of
any new facility under any Credit Document or other document or Security;14.5.6
    
    any unenforceability, illegality or invalidity of any obligation of any other
person under any Credit Document or any other document or Security; or14.5.7
    
    any insolvency or similar proceedings.
 Guarantor Intent14.6
    
    Without prejudice to the generality of Clause 14.5 (Waiver of Defences), the Company
expressly confirms that it intends that the floating charge created by this Charge shall
extend from time to time to any (however fundamental) variation, increase, extension or
addition of or to any facility or amount made available under any of the Credit Documents
and/or any of the Credit Documents including, without limitation, any of the same which are
for the purposes of or in connection with any of the following: business acquisitions of any
nature; increasing working capital; enabling investor distributions to be made; carrying out
restructurings;
 14




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refinancing existing facilities; refinancing any other indebtedness; making facilities
available to new borrowers; and/or any other variation or extension of the purposes for
which any such facility or amount might be made available from time to time, together with
any fees, costs and/or expenses associated with any of the foregoing.Immediate Recourse14.7
    
    The Company waives any right it may have of first requiring the Collateral Agent or any other
Secured Creditor to proceed against or enforce any other rights or Security or claim payment
from any person or file any proof or claim in any insolvency, administration, winding up or
liquidation proceedings relating to any person before claiming from it under this Charge.
This waiver applies irrespective of any law or any provision of any Credit Document to the
contrary.Appropriations14.8
    
    Until all the Secured Liabilities which may be or become payable by the Company under or in
connection with this Charge have been irrevocably paid, performed and discharged in full, the
Collateral Agent may:
 14.8.1
    
    without affecting the liability of the Company under this Charge:
 (a)
    
    refrain from applying or enforcing any other moneys,
Security or rights held or received by it in respect of the Secured
Liabilities; or(b)
    
    apply and enforce the same in such manner and order as it
sees fit (whether against the Secured Liabilities or otherwise) and the
Company shall not be entitled to direct the appropriation of any such
moneys, Security or rights or to enjoy the benefit of the same; and/or
 14.8.2
    
    hold in a suspense account any moneys received from the Company or on account of
the Companys liability in respect of the Secured Liabilities. Amounts standing to
the credit of any such suspense account shall bear interest at a rate considered by
the Collateral Agent to be a fair market rate.
 Deferral of Companys Rights14.9
    
    Until the Secured Liabilities, and all amounts which may be or become due and payable in
respect of the Secured Liabilities, have been irrevocably paid, performed or discharged in
full and unless the Collateral Agent otherwise directs, the Company shall not exercise any
rights which it may have by reason of performance by it of its obligations under this Charge
or by reason of any amount being payable to:
 14.9.1
    
    be indemnified by an Credit Party;14.9.2
    
    claim any contribution from any other guarantor of any Credit Partys obligations
under the Credit Documents;14.9.3
    
    take the benefit (in whole or in part and whether by way of subrogation or
otherwise) of any rights of the Collateral Agent and/or any of the other Secured
Creditors under the Credit Documents or of any other Security taken pursuant to, or
in connection with, the Credit Documents by the Collateral Agent or any other Secured
Creditor;14.9.4
    
    to bring legal or other proceedings for an order requiring an Credit Party to make
any payment, or perform any obligation, in respect of which the Company has given a
guarantee, undertaking or indemnity;14.9.5
    
    exercise any right of set-off against any Credit Party; and/or
 15




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14.9.6
    
    claim or prove as a creditor of any Credit Party or in its estate in competition
with any Secured Creditor.
 14.10
    
    The rights of the Collateral Agent and/or any of the other Secured Creditors under Clause
14.9 above shall be free from any right of quasi-retainer or other rule or principle of fund
ascertainment arising either at law or in equity.14.11
    
    If the Company receives any benefit, payment or distribution in relation to any rights
referred to in Clause 14.9 above, it shall hold that benefit, payment or distribution to the
extent necessary to enable all the Secured Liabilities, and all amounts which may be or become
due and payable in respect of the Secured Liabilities, to be repaid in full on trust for the
Collateral Agent (as agent and trustee for itself and each of the other Secured Creditors) and
shall promptly pay or transfer the same to the Collateral Agent or as the Collateral Agent may
direct for application in accordance with Clause 12 (Application of Proceeds).No Security held by Company14.12
    
    The Company shall not take or receive any Security from a Credit Party or any other person
in connection with its liability under this Charge. However, if any such Security is so taken
or received by the Company:
 14.12.1
    
    the Company undertakes to hold it on trust for the Collateral Agent (as agent and
trustee for itself and each of the other Secured Creditors), together with all moneys
at any time received or held in respect of such Security, for application in or
towards payment and discharge of the Secured Liabilities; and14.12.2
    
    on demand by the Collateral Agent, the Company shall promptly transfer, assign or
pay to the Collateral Agent all Security and all moneys from time to time held on
trust by it under this Clause 14.12.
 15.
    
    Certificates and Determinations15.1
    
    Any certificate or determination by the Collateral Agent of a rate or amount under this
Charge is, in the absence of manifest error, conclusive evidence of the matters to which it
relates.16.
    
    Partial Invalidity16.1
    
    If, at any time, any provision of this Charge is or becomes illegal, invalid or unenforceable
in any respect under any law of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions of this Charge nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way be
affected or impaired and, if any part of the floating charge created, or intended to be
created, by this Charge is invalid, unenforceable or ineffective for any reason, that shall
not affect or impair any other part of the security.17.
    
    Remedies and Waivers17.1
    
    No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent, any
right, remedy or power under this Charge shall operate as a waiver, nor shall any single or
partial exercise of any right, remedy or power prevent any further or other exercise or the
exercise of any other right, remedy or power. The rights, remedies and powers provided in
this Charge are cumulative and are in addition to, not exclusive of, any rights, remedies or
powers provided by law.17.2
    
    Any amendment, waiver or consent by the Collateral Agent under this Charge must be in writing
and may be given subject to any conditions thought fit by the Collateral Agent. Any waiver or
consent shall be effective only in the instance and for the purpose for which it is given.
 16




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18.
    
    NoticesCommunications in writing18.1
    
    Any communication to be made under or in connection with this Charge shall be made in writing
and, unless otherwise stated, may be made by fax or letter.Addresses18.2
    
    The address and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of the Company and the Collateral Agent for any communication or
document to be made or delivered under or in connection with this Charge is that identified
with its name below:
 CompanyAddress:
    
    Endeavour Energy UK Limited114 St. Martins LaneLondonWC2N 4BEEnglandFor the Attention of:
    
    Mike KirkseyFax Number:
    
    +44 207 451 2352Email:
    
    Mike.Kirksey@endeavourcorp.comWith a copy to:
    
    Endeavour International Corporation1001 Fannin Street, Suite 1600HoustonTexas 77002United States of AmericaFor the Attention of:
    
    Mike Kirksey / Cathy StubbsFax Number:
    
    +1 713 307 8794Email:
    
    Mike.Kirksey@endeavourcorp.com /Cathy.Stubbs@endeavourcorp.comCollateral AgentAddress:
    
    Cyan Partners, LP399 Park Avenue39th FloorNew York10022United States of AmericaFax Number:
    
    +1 212 380 5871For the Attention of:
    
    Divya Gopal
 or any substitute address, fax number or department or officer as the Company may notify
to the Collateral Agent or, as the case may be, the Collateral Agent may notify to the
Company, in each case by not less than five Business Days notice.
 17




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Delivery18.3
    
    Any communication or document made or delivered by one person to another under or in
connection with this Charge will only be effective:
 18.3.1
    
    if by way of fax, when received in legible form; or18.3.2
    
    if by way of letter, when it has been left at the relevant address or five Business
Days after being deposited in the post postage prepaid in an envelope addressed to it
at that address,
 and, if a particular department or officer is specified as part of its address details
provided under Clause 18.2 (Addresses), if addressed to that department or officer.18.4
    
    Any communication or document to be made or delivered to the Collateral Agent will be
effective only when actually received by it and then only if it is expressly marked for the
attention of the department or officer identified with the Collateral Agents name in Clause
18.2 (Addresses) (or any substitute department or officer as it shall specify for this
purpose).19.
    
    Assignation19.1
    
    The Company may not assign or transfer any of its rights or obligations under this Charge
without the prior consent of each Lender. The Collateral Agent may assign and transfer all or
any part of its rights and obligations under this Charge to any replacement Collateral Agent
appointed pursuant to the terms of the Credit Agreement.20.
    
    Releases20.1
    
    Upon the expiry of the Security Period (but not otherwise) and subject to Clauses 14.3 and
14.4 (Reinstatement), the Collateral Agent shall, at the request and cost of the Company, take
whatever action is necessary to release the Charged Property of from the floating charge
created by this Charge.21.
    
    Consent to Registration21.1
    
    The Company consents to the registration of this Charge and each certificate referred to in
Clause 15 (Certificates and Determinations) for preservation and execution.22.
    
    Governing Law22.1
    
    This Charge and any non-contractual obligations arising out of or in connection with it are
governed by the law of Scotland.23.
    
    EnforcementJurisdiction23.1
    
    The courts of Scotland have exclusive jurisdiction to settle any dispute arising out of or in
connection with this Charge (including a dispute relating to the existence, validity or
termination of this Charge or any non-contractual obligation arising out of or in connection
with this Charge) (a Dispute).23.2
    
    The Company agrees that the courts of Scotland are the most appropriate and convenient courts
to settle Disputes and accordingly it will not argue to the contrary or take proceedings
relating to a Dispute in any other courts.23.3
    
    Clauses 23.1 and 23.2 above are for the benefit of the Collateral Agent only. As a result,
the Collateral Agent shall not be prevented from taking proceedings relating to a Dispute in
any
 18




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other courts with jurisdiction. To the extent allowed by law, the Collateral Agent may
take concurrent proceedings in any number of jurisdictions.23.4
    
    Without prejudice to Clauses 23.1 and 23.2 above, the Company further agrees that proceedings
relating to a Dispute may be brought in the courts of Scotland and England and irrevocably
submits to the jurisdiction of such courts.23.5
    
    The Company irrevocably waives any right it may have to the trial by jury in any proceedings
relating to a Dispute.23.6
    
    Waiver of Immunity23.7
    
    To the extent that the Company may in any jurisdiction claim for itself or its assets
immunity from suit, execution, attachment (whether in aid of execution, before judgment or
otherwise) or other legal process and to the extent that in any such jurisdiction there may be
attributed to itself or its assets such immunity (whether or not claimed), the Company
irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent
permitted by the laws of that jurisdiction.
 IN WITNESS WHEREOF:
 THE COMPANY
 SUBSCRIBED FORand ON BEHALF OFENDEAVOUR ENERGY UK LIMITED
    
    Duly Authorised Attorneyacting by of 1001 Fannin Street, Suite 1600,
Houston, Texas 77002, United States of America in
the exercise of a power of attorney dated 3
August 2010 granted by Endeavour Energy UK
Limited in the presence of:
 Witness signature:Witness name:Witness address:Place of Signing:Date of Signing:
 THE COLLATERAL AGENT
 SUBSCRIBED FORand ON BEHALF OF
    
    
    )CYAN PARTNERS, LP(as agent and trustee for
    
    
    )
    
    
    (Authorised Signatory)itself and each of the other Secured Creditors) by its
    
    
    )attorney in the presence of:
    
    
    )
 Witness signature:Witness name:Witness address:Place of Signing:Date of Signing:
 19




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ENDEAVOUR ENERGY UK LIMITED
 AND
 CYAN PARTNERS, LP
(as agent and trustee for itself and each of the other Secured Creditors)
 
 BOND AND FLOATING CHARGE
 
 CMS Cameron McKenna LLP
6 Queens Road
Aberdeen
AB15 4ZT
 T +44(0)1224 622 002
F +44(0)1224 622 066
 Ref: ANFR/MAMC/FRFO/042158.00013




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Table of Contents
 1. Definitions and Interpretation
    
    
    12. Covenant to Pay
    
    
    53. Floating Charge
    
    
    64. Further Assurance
    
    
    65. Undertakings
    
    
    76. Enforcement of Security
    
    
    77. Appointment of Receiver and Administrator
    
    
    88. Powers of Receiver
    
    
    99. Discretions and Delegation
    
    
    1110. Power of Attorney
    
    
    1111. Protection of Purchasers
    
    
    1212. Application of Proceeds
    
    
    1313. No Liability as Creditor nor Mortgagee in Possession
    
    
    1314. Effectiveness of Security
    
    
    1315. Certificates and Determinations
    
    
    1616. Partial Invalidity
    
    
    1617. Remedies and Waivers
    
    
    1618. Notices
    
    
    1719. Assignation
    
    
    1820. Releases
    
    
    1821. Consent to Registration
    
    
    1822. Governing Law
    
    
    1823. Enforcement
    
    
    18




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EXHIBIT G
 FORM OF SOLVENCY CERTIFICATE
  Holdings
 Administrative Agent , Borrower Lender Lenders Credit
Agreement
  (a)
    
    Fair ValueThe amount at which the assets (both tangible and intangible), in their
entirety, of each of the Borrower (on a stand-alone basis) and Holdings and
its Subsidiaries (taken as a whole), as the case may be, would change hands
between a willing buyer and a willing seller, within a commercially
reasonable period of time, each having reasonable knowledge of the relevant
facts, with neither being under any compulsion to act.(b)
    
    Present Fair Salable ValueThe amount that could be obtained by an independent willing seller from an
independent willing buyer if the assets of each of the Borrower (on a
stand-alone basis) and Holdings and its Subsidiaries (taken as a whole), as
the case may be, are sold with reasonable promptness in an arms-length
transaction under present conditions for the sale of comparable business
enterprises.(c)
    
    New FinancingAll Indebtedness incurred or assumed or to be incurred by Holdings and its
Subsidiaries in connection with the Transaction (including Indebtedness
under the Credit Documents and all other financings contemplated by the
other Credit Documents), in each case after giving effect to the Transaction
and the incurrence of all financings, redemptions and repayments in
connection therewith.




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(d)
    
    Stated LiabilitiesThe recorded liabilities (including contingent liabilities that would be
recorded in accordance with GAAP) of each of the Borrower (on a stand-alone
basis) and Holdings and its Subsidiaries (taken as a whole), as the case may
be, as of the date hereof after giving effect to the consummation of the
Transaction (which, for purposes of this Certificate, shall include the
retirement and repayment on the Effective Date of indebtedness in respect of
Refinancing with the proceeds of the New Financing), determined in
accordance with GAAP consistently applied, together with the amount of the
New Financing.(e)
    
    Identified Contingent LiabilitiesThe reasonably estimated maximum amount of liabilities reasonably likely to
result from pending litigation, asserted claims and assessments, guaranties,
uninsured risks and other contingent liabilities (other than such contingent
liabilities included within the term Stated Liabilities) of each of the
Borrower (on a stand-alone basis) and Holdings and its Subsidiaries (taken
as a whole), as the case may be, after giving effect to the Transaction
(including all fees and expenses related thereto but exclusive of such
contingent liabilities to the extent reflected in Stated Liabilities), as
identified and explained in terms of their nature and reasonably estimated
magnitude by responsible officers of Holdings and its Subsidiaries or that
have been identified as such by an officer of Holdings or any of its
Subsidiaries, determined in accordance with GAAP.(f)
    
    will be able to pay its or their respective Stated
Liabilities and Identified Contingent Liabilities as they mature or otherwise
become payableEach of the Borrower (on a stand-alone basis) and Holdings and its
Subsidiaries (taken as a whole), as the case may be, will have sufficient
assets and cash flow to pay its or their respective Stated Liabilities and
Identified Contingent Liabilities as those liabilities mature or otherwise
become payable.(g)
    
    does or do not have Unreasonably Small CapitalEach of the Borrower (on a stand-alone basis), the Borrower and its
Subsidiaries (taken as a whole) and Holdings and its Subsidiaries (taken as
a whole), as the case may be, after giving effect to the consummation of the
Transaction and the incurrence of all Indebtedness (including the Term
Loans) and Liens by such Person or such group of Persons, as the case may
be, in connection therewith, is or are a going concern and has or have
sufficient capital to ensure that it or they will continue to be and remain
a going concern (as such term is determined in accordance with GAAP) after
giving due consideration to the prevailing practice in the industry or
industries in which it or they are engaged or are to engage.
  (a)
    
    Reviewed the financial statements (including the pro
forma financial statements) referred to in Sections 6.05(a) and (b) of
the Credit Agreement.




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(b)
    
    Made (or caused to be made under my direction and supervision)
such examination or investigation as is reasonably necessary to enable me to
express an informed opinion as to the matters referred to in this Certificate.(c)
    
    Reviewed to my satisfaction the Credit Documents and the
respective Schedules and Exhibits thereto.
    ENDEAVOUR INTERNATIONAL
CORPORATIONBy:Name:Title:
    Chief Financial Officer




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EXHIBIT H
 FORM OF COMPLIANCE CERTIFICATE
 Holdings Credit Agreement
   Test Period Financial
Statements
   2
  
 2
    
    Insert for Compliance Certificate in respect
of fiscal year end only.




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ANNEX 2




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ENDEAVOUR INTERNATIONAL
CORPORATIONBy:Name:Title:




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ANNEX 1




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##### 



ANNEX 2
 3 Computation Date 4   5
 I.
    
    Negative and Financial CovenantsA.
    
    Liens (Section 8.01(w))
 (i)
    
    The aggregate amount of 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) subject to Liens
permitted pursuant to Section 8.01(w) is $.
 B.
    
    Consolidation, Merger, Purchase or Sale of Assets (Section 8.02)
 (i)
    
    The aggregate amount of cash and non-cash proceeds received during the
year-to-date period ending on the Computation Date from all assets sold pursuant to
Section 8.02(e) is $6, using the Fair Market Value of
property other than cash.(ii)
    
    [Holdings and its Subsidiaries have sold []% of the 2P Reserves located in
the North Sea (as determined by reference to the 2P Reserves listed in Holdings
December 31, 2009 Reserve Report) in accordance with Section 8.02(f).] OR
[Neither Holdings nor any of its Subsidiaries have sold any of the 2P Reserves located
in the North Sea pursuant to Section 8.02(f).](iii)
    
    Pursuant to Section 8.02(n), Holdings and its Subsidiaries have paid an
aggregate amount equal to $7 in respect of (1)
Permitted Business Investments made, (2) Permitted Acquisitions consummated and (3) Capital Expenditures made pursuant to
Section 8.07(e).
 
 3
    
    Insert the last day of the respective fiscal
quarter or year covered by the financial statements which are required to be
accompanied with this Compliance Certificate.4
    
    Reference to this item to be included for
each Compliance Certificate delivered with respect to a Test Period ending on
or prior to December 31, 2010, and to be deleted for each Compliance
Certificate delivered with respect to a Test Period ending after December 31,
2010.5
    
    Reference to this item to be deleted for each
Compliance Certificate delivered with respect to a Test Period ending on or
prior to December 31, 2010, and to be included for each Compliance Certificate
delivered with respect to a Test Period ending after December 31, 2010.6
    
    Amount may not exceed $25,000,000 in any
fiscal year of Holdings.7
    
    Amount may not exceed $50,000,000.




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##### 



ANNEX 2
 (iv)
    
    Pursuant to Section 8.02(o), Holdings and its Subsidiaries have paid an
aggregate amount of consideration during the year-to-date period ending on the
Computation Date equal to $8 in connection with (1)
Permitted Business Investments made and (2) Permitted Acquisitions consummated.
 C.
    
    Indebtedness (Section 8.04)
 (i)
    
    Pursuant to Section 8.04(i)(x), Holdings and its Subsidiaries have
Indebtedness with respect to (1) Third Party Letters of Credit and (2) performance
bonds, surety bonds, appeal 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 in an aggregate amount outstanding of
$9.(ii)
    
    Pursuant to Section 8.04(m), Holdings and its Subsidiaries have additional
Indebtedness in an aggregate principal amount outstanding of
$_________10.
 D.
    
    Financial Covenants
 (i)
    
    Capital Expenditures (Section 8.07)
 a.
    
    The aggregate amount of all Capital Expenditures made by
Holdings and its Subsidiaries during the year-to-date period ending on the
Computation Date pursuant to Section 8.07(a) and Section 8.07(b) is
$11.b.
    
    [Holdings and its Subsidiaries have made Capital Expenditures
with Net Sale Proceeds received by Holdings or any of its Subsidiaries from
any Asset Sale in the amount of $ pursuant to Section 8.07(c).]
OR [Neither Holdings nor any of its Subsidiaries have made any Capital
Expenditures with Net Sale Proceeds from any Asset Sale pursuant to Section
8.07(c).]c.
    
    [Holdings and its Subsidiaries have made Capital Expenditures
with Net Insurance Proceeds received by Holdings or any of its Subsidiaries
from any Recovery Event in the amount of $ pursuant to Section
8.07(d).] OR
 
 8
    
    Amount may not exceed 5% of 2P Reserve Value
in any fiscal year based on most recently delivered Reserve Report.9
    
    Amount may not exceed $60,000,000 at any
time.10
    
    Amount may not exceed $10,000,000 at any
time.11
    
    Subject to Section 8.07(b), amount may not
exceed (1) $70,000,000 for period from Funding Date through and including
December 31, 2010, (2) $200,000,000 for fiscal year ending December 31, 2011,
(3) $350,000,000 for fiscal year ending December 31, 2012 and (4) $175,000,000
for fiscal year ending December 31, 2013. Additional calculations may be
attached to demonstrate compliance for amounts in excess of the foregoing
thresholds pursuant to Section 8.07(b).




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ANNEX 2
  d.
    
    Pursuant to Section 8.07(e), Holdings and its Subsidiaries
have paid an aggregate amount equal to $12 in
respect of (1) Permitted Business Investments made pursuant to Section
8.02(n), (2) Permitted Acquisitions consummated pursuant to Section 8.02(n)
and (3) Capital Expenditures made.
 (ii)
    
    Total Leverage Ratio (Section 8.08) (as of the last day
of the Test Period)
 a.
    
    Consolidated Net Indebtedness13 as at the Computation Date
    $b.
    
    Consolidated EBITDAX14 for
the Test Period ended on the Computation Date
    $c.
    
    Ratio of line a. to line b.
    []:1.00d.
    
    Level required pursuant to Section 8.08
    []:1.00
 (iii)
    
    Minimum EBITDAX (Section 8.09) (as of the last day of the
Test Period)
 a.
    
    Consolidated EBITDAX for the Test Period
    $b.
    
    Minimum amount required pursuant to Section 8.09
    $
 (iv)
    
    Reserve Coverage Ratio (Section 8.10(a))
 a.
    
    Sum of the PV-10 Value and the Probable
Reserve Value, in each case as at the Computation Date
    $b.
    
    Consolidated Net Secured
Indebtedness15 on the Computation Date
    $
 
 12
    
    Amount may not exceed $50,000,000.13
    
    To be determined excluding Indebtedness of
Holdings or any of its Subsidiaries of the type described in clause (g) of the
definition of Indebtedness in the Credit Agreement. Attach hereto in
reasonable detail the calculations required to arrive at Consolidated Net
Indebtedness.14
    
    To be determined on a Pro Forma Basis in
accordance with the definition of Pro Forma Basis contained in the Credit
Agreement. Attach hereto in reasonable detail the calculations required to
arrive at Consolidated EBITDAX.




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##### 



ANNEX 2
 c.
    
    Ratio of line a. to b.
    []:1.00d.
    
    Level required pursuant to Section 8.10(a)
    3.00:1.00
 (v)
    
    PDP Coverage Ratio (Section 8.10(b))
 a.
    
    PV-10 Value16 as
at the Computation Date
    $b.
    
    Consolidated Net Secured Indebtedness
as at the Computation Date
    $c.
    
    Ratio of line a. to b.
    []:1.00d.
    
    Level required pursuant to Section 8.10(b)
    []:1.00
 
 (...continued)15
    
    Attach hereto in reasonable detail the
calculations required to arrive at Consolidated Net Secured Indebtedness.16
    
    To be determined by substituting the phrase
from PDP production on Holdings and each of its Subsidiaries Oil and Gas
Properties for the phrase from Proved Reserves on Holdings and each of its
Subsidiaries Oil and Gas Properties appearing in the second line of the
definition thereof in the Credit Agreement.




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##### 



ANNEX 3
 17
 18
 19
 20
 
 17
    
    If Holdings or any of its Subsidiaries has
received such Net Cash Proceeds, the certificate should describe the amounts
and dates of the receipt thereof, as well as the amounts and dates of the
required mandatory repayments pursuant to Section 4.02(b), together with the
certification that such payments have in fact been made.18
    
    If Holdings or any of its Subsidiaries has
received any Net Cash Proceeds, the certificate should describe same and state
the date of each receipt thereof as well as the amounts and dates of the
required mandatory repayments pursuant to Section 4.02(c), together with the
certification that such payments have in fact been made.19
    
    If Holdings or any of its Subsidiaries has
received any Net Sale Proceeds, the certificate should describe same and state
the date of each receipt thereof and the amount of Net Sale Proceeds received
on each such date, together with sufficient information as to mandatory
repayments and/or reinvestments thereof to determine compliance with Section
4.02(d) of the Credit Agreement, together with a statement that Holdings is in
compliance with the requirements of said Section 4.02(d).20
    
    If Holdings or any of its Subsidiaries has
received any Net Insurance Proceeds, the certificate should describe same and
state the date of each receipt thereof and the amount of Net Insurance Proceeds
received on each such date, together with sufficient information as to
mandatory repayments and/or reinvestments thereof to determine compliance with
Section 4.02(e) of the Credit Agreement, together with a statement that
Holdings is in compliance with the requirements of said Section 4.02(e).




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##### 



ANNEX 4
 21
 
 21
    
    Include for Compliance Certificates
delivered in respect of fiscal year end only (commencing with the fiscal year
ending closest to December 31, 2010). Attached hereto in reasonable detail the
calculations required to establish Excess Cash Flow, together with sufficient
information as to related mandatory repayments thereof to determine compliance
with Section 4.02(f) of the Credit Agreement, together with a statement that
Holdings is in compliance with the requirements of said Section 4.02(f).




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##### 



ANNEX 5




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##### 








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##### 



EXHIBIT 1
 FORM OF ASSIGNMENT  AND  ASSUMPTION AGREEMENT 1
 Assignment  Assignor Assignee Credit Agreement Standard Terms and Conditions
 Assigned Interest
 [1.
    
    Assignor:2.
    
    Assignee:
    
    ]2[1][3].
    
    Credit Agreement:
    
    Credit Agreement, dated as of August 16, 2010, among Endeavour
International Corporation (Holdings), Endeavour Energy UK Limited (the
Borrower), the Lenders party thereto from time to time, and Cyan
Partners, LP, as Administrative Agent.[2.
    
    Assigned Interest:3
 
 1
    
    This Form of Assignment and Assumption
Agreement should be used by Lenders for an assignment to a single Assignee or
to funds managed by the same or related investment managers.2
    
    If the form is used for a single
Assignor and Assignee, items 1 and 2 should list the Assignor and the
Assignee, respectively. In the case of an assignment to funds managed by
the same or related investment managers, or an assignment by multiple
Assignors, the Assignors and the Assignee(s) should be listed in the table
under bracketed item 2 below.3
    
    Insert this chart if this Form of
Assignment and Assumption Agreement is being used for assignments to funds
managed by the same or related investment managers or for an assignment by
multiple Assignors. Insert additional rows as needed.




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##### 



Aggregate Amount of Term LoansAssignor
    
    Assignee
    
    for all Lenders
    
    Amount of Term Loans Assigned[Name of Assignor]
    
    [Name of Assignee][Name of Assignor]
    
    [Name of Assignee]




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##### 



[4. Assigned Interest:4
 Aggregate Amount of Term Loansfor all Lenders
    
    Amount of Term Loans Assigned$
    
    $
 
 Assignor[s] Information
    
    
    
    Assignee[s] InformationPayment Instructions:
    
    
    
    Payment Instructions:Reference:
    
    
    
    Reference:Notice Instructions:
    
    
    
    Notice Instructions:Reference:
    
    
    
    Reference:
 
 4
    
    Insert this chart if this Form of
Assignment and Assumption Agreement is being used by a single Assignor for an
assignment to a single Assignee.




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##### 



ASSIGNOR
    
    ASSIGNEE[NAME OF ASSIGNOR]
    
    [NAME OF ASSIGNEE]5By:
    
    
    
    By:Name:
    
    
    
    Name:Title:
    
    
    
    Title:
 
 5
    
    Add additional signature blocks, as
needed, if this Form of Assignment and Assumption Agreement is being
used by funds managed by the same or related investment managers.




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##### 



[Consented to and]6 Accepted:
CYAN PARTNERS, LP,
as Administrative AgentBy:Name:Title:[ENDEAVOUR ENERGY UK LIMITED,
as BorrowerBy:Name:Title:]7 
 6
    
    Insert only if assignment is being made to an
Eligible Transferee pursuant to Section 11.04(b)(y) of the Credit Agreement.
Consent of the Administrative Agent shall not be unreasonably withheld, delayed
or conditioned.7
    
    Insert only if (i) no Event of Default
or Default under the Credit Agreement is then in existence, (ii) the assignment
is being made to an Eligible Transferee pursuant to 11.04(b)(y) of the Credit
Agreement and (iii) assignment is not being made before the Syndication Date.
Consent of the Borrower shall not be unreasonably withheld, delayed or
conditioned.




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##### 



EXHIBIT I
   
 Representations and Warranties
 Assignor
 Assignee




---



##### 



Payment
 Effect of Assignment
 General Provisions




---



##### 



EXHIBIT J
 FORM OF INTERCOMPANY NOTE
 [This Note, and the obligations of each Payor (as defined below) hereunder, shall be
subordinate and junior in right of payment to all Senior Indebtedness (as defined in Section 1.07
of Annex A hereto) on the terms and conditions set forth in Annex A hereto, which Annex A is herein
incorporated by reference and made a part hereof as if set forth herein in its entirety. Annex A
shall not be amended, modified or supplemented without the written consent of the Required Lenders
(as defined in the Credit Agreement referred to below) (or, after such Credit Agreement has been
terminated, the other holders holding a majority of the outstanding other Senior Indebtedness)]
 
 Payor Payee
  Credit Agreement
 prima facie




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##### 



THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.
 [NAME OF EACH CREDIT PARTY],
as PayorBy:Name:Title: Pay to the order of[NAME OF EACH CREDIT PARTY],
as PayeeBy:Name:Title:




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##### 



INTERCOMPANY NOTE
 Subordination of Liabilities Note Payor Payee Subordinated Indebtedness
 No Payor to Make Payments with Respect to Subordinated Indebtedness in
Certain Circumstances Default Event of
Default
  Subordination to Prior Payment of All Senior Indebtedness on Dissolution,
Liquidation or Reorganization of each Payor




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##### 








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##### 



Subrogation
 Obligation of each Payor Unconditional
 Subordination Rights Not Impaired by Acts or Omissions of any Payor or
Holders of Senior Indebtedness
 Senior Indebtedness Senior Indebtedness




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##### 



Miscellaneous