EX-10.1






FIRST AMENDMENT TO CREDIT AGREEMENT, U.S. SECURITY AGREEMENT AND SUBSIDIARIES GUARANTY




FIRST AMENDMENT TO CREDIT AGREEMENT, U.S. SECURITY AGREEMENT AND SUBSIDIARIES GUARANTY, dated
as of February 3, 2011 (this “First Amendment”), and effective as of the First Amendment
Effective Date (defined below), among Endeavour International Corporation, a Nevada corporation,
(“Holdings”), Endeavour Energy UK Limited, a United Kingdom private limited company (the
“Borrower”), the Lenders party hereto and Cyan Partners, LP, as administrative agent (in
such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit Agreement referred to
below.



W I T N E S S E T H:




WHEREAS, Holdings, the Borrower, the Lenders from time to time party thereto and the
Administrative Agent are parties to the Credit Agreement, dated as of August 16, 2010 (as amended,
restated, supplemented and/or otherwise modified from time to time, the “Credit
Agreement”);



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



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



WHEREAS, subject to the terms and conditions of this First Amendment, the parties hereto wish
to amend the Credit Agreement, the U.S. Security Agreement and the Subsidiaries Guaranty as herein
provided;



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



I. Amendments to the Credit Agreement.



1. The definition of “Intercreditor Agreement” appearing in Section 1.01 of the Credit
Agreement is hereby amended by deleting the reference to the amount “$25,000,000” appearing therein
and inserting the amount “$35,000,000” in lieu thereof.



2. Section 8.04(i) of the Credit Agreement is hereby amended by deleting the reference to the
amount “$25,000,000” appearing therein and inserting the amount “$35,000,000” in lieu thereof.




	II.	 	Amendments to the U.S. Security Agreement and the Subsidiaries Guaranty.





1. The final paragraph of Section 2 of the U.S. Security Agreement is hereby amended by
deleting the reference to the amount “$25,000,000” appearing therein and inserting the amount
“$35,000,000” in lieu thereof.



2. The penultimate paragraph of Section 1(a) of the Subsidiaries Guaranty is hereby amended by
deleting the reference to the amount “$25,000,000” appearing therein and inserting the amount
“$35,000,000” in lieu thereof.




	III.	 	Miscellaneous Provisions.





1. In order to induce the Lenders to enter into this First Amendment, each of Holdings and the
Borrower hereby represents and warrants that:




(i) all of the representations and warranties contained in the Credit Documents are
true and correct in all material respects both before and immediately after giving effect to
the First Amendment Effective Date (as defined below), with the same effect as though such
representations and warranties had been made on and as of the First Amendment Effective Date
(it being understood that any representation or warranty made as of a specific date shall be
true and correct in all material respects as of such specific date); and




(ii) no Default or Event of Default exists before or immediately after giving effect to
the amendments set forth in this First Amendment on the First Amendment Effective Date.



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



3. This First Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which counterparts when executed and delivered
(including by way of facsimile or other electronic transmission) shall be an original, but all of
which shall together constitute one and the same instrument. A complete set of counterparts shall
be lodged with the Borrower and the Administrative Agent.



4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO
CONFLICTS OF LAWS RULES AND PRINCIPLES THEREUNDER).



5. This First Amendment shall become effective on the date (the “First Amendment Effective
Date”) when each of the following conditions shall have been satisfied:




(i) The Credit Parties and the Required Lenders shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered (including by way of
facsimile or other electronic transmission) the same to White & Case LLP, 1155 Avenue of the
Americas, New York, NY 10036 Attention: Patrice Antoine (facsimile number: 212-354-8113 /
e-mail address: pantoine@whitecase.com); and




(ii) the Borrower shall have paid to the Administrative Agent all fees and reasonable
and documented out-of-pocket expenses owing to it in connection with the First Amendment and
shall have reimbursed the Administrative Agent for all reasonable and documented out-of
pocket legal expenses of White & Case LLP incurred in connection with the Credit Agreement
(including in connection with this First Amendment) and invoiced on or before the date
hereof.



6. From and after the First Amendment Effective Date, all references in each Credit Document
to the “Credit Agreement”, the “U.S. Security Agreement” and the “Subsidiaries Guaranty” shall be
deemed to be references to such documents as modified hereby on the First Amendment Effective Date.



7. The Credit Parties and the Collateral Agent agree to execute and deliver:




(a) (i) such amendments, supplements and/or other modifications to the English Security
Documents and (ii) new Security Documents that cover assets substantially similar to those
covered by the Scottish Security, in each case as the Collateral Agent may require in order
to effect (x) a $10,000,000 increase in the aggregate amount of obligations owing to
Approved Third Party Credit Providers, pursuant to Hedging Agreements and reimbursement
agreements with respect to Third Party Letters of Credit, that may be secured by assets that
are Collateral under the Security Documents (the “Secured Third Party Credit Obligations
Cap Increase”) and (y) such other changes as may be deemed appropriate by the Collateral
Agent in connection with the Secured Third Party Credit Obligations Cap Increase; and




(b) new Security Documents that cover assets substantially similar to those assets
covered by the English Security Documents in the event the Collateral Agent reasonably
determines that such new Security Documents are necessary or advisable (in lieu of the
amendments, supplements and/or modifications to the English Security Document referred to in
clause (a) above) to effect the Secured Third Party Credit Obligations Cap Increase.



The Lenders hereby authorize the Collateral Agent to execute and deliver the aforementioned
amendments, supplements and/or other modifications and any aforementioned new Security Documents
and take any other action (including, without limitation, such actions and steps described in
Section 7.12(b) of the Credit Agreement) with respect to any Collateral and Security Documents as
the Collateral Agent may deem necessary to effect the Secured Third Party Credit Obligations Cap
Increase.  All actions and steps described in this paragraph shall be at Holdings’ and the
Borrower’s expense.



* * *




IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this First
Amendment to be duly executed and delivered as of the date first above written.




ENDEAVOUR INTERNATIONAL CORPORATION




By: /s/ J. Michael Kirksey

Name: J. Michael Kirksey

Title: Executive Vice President and

Chief Financial Officer





ENDEAVOR ENERGY UK LIMITED




By: /s/ J. Michael Kirksey

Name: J. Michael Kirksey

Title: Authorized Signatory





ENDEAVOUR OPERATING CORPORATION




By: /s/ J. Michael Kirksey

Name: J. Michael Kirksey

Title: Executive Vice President and

Chief Financial Officer





ENDEAVOUR INTERNATIONAL HOLDING B.V., with its
corporate seat in Amsterdam




By: /s/ J. Michael Kirksey

Name: J. Michael Kirksey

Title: Managing Director A





ENDEAVOUR ENERGY NETHERLANDS B.V., with its
corporate seat in Amsterdam




By: /s/ J. Michael Kirksey

Name: J. Michael Kirksey

Title: Managing Director A





ENDEAVOUR ENERGY NORTH SEA L.P.




By: ENDEAVOUR ENERGY NORTH SEA LLC, its General
Partner




By: /s/ Cathy Stubbs

Name: Catherine L. Stubbs

Title: Manager





ENDEAVOUR ENERGY NORTH SEA LLC




By: /s/ Cathy Stubbs




	 	 	Name: Catherine L. Stubbs

Title: Manager






END MANAGEMENT COMPANY




By: /s/ J. Michael Kirksey

Name: J. Michael Kirksey

Title: Executive Vice President and

Chief Financial Officer





END ENERGY NEW VENTURES INC.




By: /s/ J. Michael Kirksey

Name: J. Michael Kirksey

Title: Executive Vice President and

Chief Financial Officer




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	 	 	 	CYAN
PARTNERS, LP, as Administrative Agent, as
Collateral Agent and as a Lender






By: /s/ Jonathan Tunis

Name: Jonathan Tunis

Title: Authorized Signatory





CYRUS OPPORTUNITIES FUND II, L.P.




BY: CYRUS CAPITAL PARTNERS, L.P., as
Investment Manager




By: /s/ Brennan McCain

Name: Brennan McCain

Title: Chief Financial Officer





CYRUS EUROPE FUND, L.P.




By: CYRUS CAPITAL PARTNERS, L.P., as
Investment Manager




By: /s/ Brennan McCain

Name: Brennan McCain

Title: Chief Financial Officer





CRESCENT 1, L.P.




By: CYRUS CAPITAL PARTNERS, L.P., as
Investment Manager




By: /s/ Brennan McCain

Name: Brennan McCain

Title: Chief Financial Officer





CYR FUND, L.P.




	 	 	 	By:
CYRUS CAPITAL PARTNERS, L.P., as Investment
Manager






By: /s/ Brennan McCain

Name: Brennan McCain

Title: Chief Financial Officer





MTP ENERGY INFRASTRUCTURE FINANCE MASTER FUND,
LTD.




	 	 	 	By:
MTP Energy Management LLC, its Investment
	 
	 	 	 	Manager






	 	 	 	By:
Magnetar Financial LLC, its Managing Member






By: /s/ Doug Litowitz

Name: Doug Litowitz

Title: Counsel





TRIANGLE PEAK PARTNERS PRIVATE EQUITY, LP




	 	 	 	By:
Triangle Peak Partners Private Equity GP, LLC,
	 
	 	 	 	its General Partner






By: /s/ Dain F. DeGroff

Name: Dain F. DeGroff

Title: Managing Member





HELIOS CORPORATE LLC




By:       

Name: Brett Cohen

Title: Authorized Signatory



THE ROTHSCHILD FOUNDATION EUROPE




	 	 	 	By:
/s/ Adam U. Bennett






	 	 	Name:
Adam Bennett






	 	 	 	Title: Authorised Signatory




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DODER TRUST LIMITED






(as Trustee for the Jader Trust No 4)




	 	 	 	By:
/s/ Judith Benevides






	 	 	Name:
Judith Benevides






	 	 	 	Title: Authorized Signatory






	 	 	 	By:
/s/ Ayotola Jaqun






	 	 	Name:
Ayotola Jaqun






	 	 	 	Title: Authorized Signatory






DODER TRUST LIMITED


(as Trustee for the Bat Hanadiv Foundation No 3)




	 	 	 	By:
/s/ Judith Benevides






	 	 	Name:
Judith Benevides






	 	 	 	Title: Authorized Signatory






	 	 	 	By:
/s/ Ayotola Jaqun






	 	 	Name:
Ayotola Jaqun






	 	 	 	Title: Authorized Signatory






JGB CAPITAL, LP




	 	 	 	By:
     






Name:




	 	 	 	Title:






JGB CAPITAL OFFSHORE LTD




	 	 	 	By:
     






Name:




	 	 	 	Title:






SAMC LLC




	 	 	 	By:
     






Name:




	 	 	 	Title:






STEELHEAD NAVIGATOR MASTER, L.P.




	 	 	 	By:
STEELHEAD PARTNERS, LLC, its Sole Member






	 	 	 	By:
/s/ Greg M. Stevenson






	 	 	Name:
Greg M. Stevenson






	 	 	 	Title: President






CEC 1, LLC




	 	 	 	By:
CHAMBERS ENERGY CAPITAL, LP, its Managing Member






	 	 	 	By:
CEP GP, LLC, its General Partner






	 	 	 	By:
/s/ Guy Hoffman






	 	 	Name:
Guy Hoffman






	 	 	 	Title: Authorized Signatory






RIVER BIRCH CAPITAL PARTNERS, LP




	 	 	 	By:
/s/ Alex Kirk






	 	 	Name:
Alex Kirk






	 	 	 	Title: Managing Member






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