ADDENDUM TO THE REVOLVING LOAN FACILITY AGREEMENT DATED AS OF 23 JANUARY, 2008 BETWEEN ENDEAVOUR INTERNATIONAL HOLDING B.V. AND ENDEAVOUR ENERGY LUXEMBOURG S.à.r.l.

Exhibit 99.3

ADDENDUM TO THE REVOLVING LOAN

FACILITY AGREEMENT DATED AS OF 23 JANUARY, 2008 BETWEEN

ENDEAVOUR INTERNATIONAL HOLDING B.V. AND

ENDEAVOUR ENERGY LUXEMBOURG S.à.x.x.

Whereas, Endeavour International Holding B. V. and Endeavour Energy Luxembourg S à.x.x. desire to amend the terms of the Revolving Loan Facility Agreement dated as of 23rd January 2008 (the “Agreement”);

Now hereby it is agreed to amend the Agreement effective the 1^st of January 2014 as follows

Article 1 (THE FACILITY)

“The Maturity Date of the Facility will be the 31^st day of December 2013.”

Shall be deleted and replaced with:

“The Maturity Date of the Facility will be the 24th day of January 2016.”

Except as expressly amended above by this Addendum, the other terms and conditions of the Agreement (as previously amended) remain in full force and effect.

Addendum

Page 2

For and on behalf of

Endeavour International Holding B.V.,

A Netherlands Corporation


/s/ Xxxxx Xxxxxxxx
By:		Xxxxx Xxxxxxxx
Title:		Managing Director


/s/ Xxxxxx X. Xxxx
By:		Xxxxxx X. Xxxx
Title:		Managing Director

For and on behalf of

Endeavour Energy Luxembourg S.à.x.x.,

A Luxembourg Corporation


/s/ Xxxxxx X. Xxxx
By:		Xxxxxx X. Xxxx
Title:		Category A Manager


/s/ Onno Bouwmeister
By:		Onno Bouwmeister
Title:		Category B Manager

SECOND AMENDMENT TO THE SIDE LETTER AGREEMENT

DATED AS OF 23 JANUARY, 2008 BETWEEN

ENDEAVOUR INTERNATIONAL HOLDING B.V. AND

ENDEAVOUR ENERGY LUXEMBOURG S.à.x.x.

Whereas, Endeavour International Holding B. V. (“EIHBV”) and Endeavour Energy Luxembourg S.à.x.x. (“EEL”) desire to amend the terms of the Side Letter Agreement dated as of 23rd January 2008 (the “Agreement”);

With effect from 1^st of January 2014, the Agreement shall be amended as follows:

The third section of the Agreement beginning with “NOW THEREFORE IT IS HEREBY AGREED as follows:” is deleted in full and replaced with the following new section:

NOW THEREFORE IT IS HEREBY AGREED as follows:

Terms defined in the Trust Deed dated 24 January 2008 between Endeavour Energy Luxembourg S.à.x.x., as Issuer, Endeavour International Corporation, as Guarantor, and Smedvig QIF PLC, as Bondholder, relating to US $40,000,000 11.5 per cent. Guaranteed Convertible Bonds due 2014, including the amendments to certain terms and conditions of the Bonds as set out in the Amendment Deed dated 11 March 2011, have the same meaning in this agreement unless given a different meaning.

Subject as provided herein, the US $40,000,000 loan provided by EEL to EIHBV shall bear interest from 23^rd January 2008 to 31^st March 2014 at the rate of 11.59 per cent per annum calculated by reference to the US $40,000,000 loan amount thereof and such interest will be capitalized by adding to the Outstanding Principal Amount from time to time of the Bonds quarterly in arrear on 31 March, 30 June, 30 September and 31 December in each year (each an “Interest Capitalisation Date”), commencing on the Interest Capitalisation Date falling on 31 March 2008 (the “First Capitalisation Date”).

Beginning with the Interest Period commencing on 31 March 2014, the Bonds shall bear interest at the rate of 7.59 per cent, per annum calculated by reference to the principal amount thereof and which will be capitalized by adding to the Outstanding Principal Amount from time to time of the Bonds quarterly in arrear on each Interest Capitalisation Date, commencing on the Interest Capitalisation Date falling on 30 June 2014.

Where interest is required to be calculated for any period which is not an Interest Period it will be calculated on the basis of a 360 day year consisting of 12 months of 30 days each, and in the case of an incomplete month, the number of days elapsed. All references in

these Conditions to principal shall include interest which has been capitalized. The attached schedule reflects the amount of interest expense per quarter as calculated in accordance with this section.

4)	Notwithstanding the provisions of the previous paragraph, the loan may cease to bear interest if the US $40,000,000 11.5 per cent. Guaranteed Convertible Bonds due 2014 ceases to bear interest pursuant to Sections 6.1 and 6.2 in the Trust Deed.

Except as expressly amended above by this Addendum, the other terms and conditions of the Agreement (as previously amended) remain in full force and effect.

For and on behalf of

Endeavour International Holding B.V.,

A Netherlands Corporation


/s/ Xxxxxx X. Xxxx
By:		Xxxxxx X. Xxxx
Title:		Managing Director

/s/ Xxxxx Xxxxxxxx
By:		Xxxxx X. X. Xxxxxxxx
Title:		Managing Director

For and on behalf of

Endeavour Energy Luxembourg S.à.x.x.,

A Luxembourg Corporation


/s/ Xxxxxx X. Xxxx
By:		Xxxxxx X. Xxxx
Title:		Category A Manager

/s/ Onno Bouwmeister
By:		Onno Bouwmeister
Title:		Category B Manager


$40 Million Loan to EIHBV
Interest Capitalization

Annual Interest Rate:	11.59	%	Beginning Loan Amount:	40,000,000

Amended Interest Rate, Effective March 31, 2014	7.59	%


Period	Bond Balance		Capitalized Amount		Bond After Capitalization			Interest Expense		Luxembourg Taxable Spread		Notes:
31-Mar-08		40,000,000		862,811		40,862,811					6,700		Jan 25 - Mar 31, 2008 = 67 days / 360 days
30-Jun-08		40,862,811		1,184,000		42,046,811					9,387
30-Sep-08		42,046,811		1,218,306		43,265,117					9,923
31-Dec-08		43,265,117		1,253,607		44,518,724			4,518,724		10,482		36,492

31-Mar-09		44,518,724		1,289,930		45,808,654					11,066
30-Jun-09		45,808,654		1,327,306		47,135,960					11,674
30-Sep-09		47,135,960		1,365,764		48,501,724					12,309
31-Dec-09		48,501,724		1,405,337		49,907,062			5,388,338		12,970		48,018

31-Mar-10		49,907,062		1,446,057		51,353,119					13,659
30-Jun-10		51,353,119		1,487,957		52,841,076					14,377
30-Sep-10		52,841,076		1,531,070		54,372,146					15,125
31-Dec-10		54,372,146		1,575,433		55,947,579			6,040,517		15,904		59,065

31-Mar-11		55,947,579		1,621,081		57,568,660					16,716
30-Jun-11		57,568,660		1,668,052		59,236,712					17,561
30-Sep-11		59,236,712		1,716,384		60,953,095					18,442
31-Dec-11		60,953,095		1,766,116		62,719,211			6,771,633		19,358		72,077

31-Mar-12		62,719,211		1,817,289		64,536,501					20,312
30-Jun-12		64,536,501		1,869,945		66,406,446					21,305
30-Sep-12		66,406,446		1,924,127		68,330,572					22,338
31-Dec-12		68,330,572		1,979,878		70,310,451			7,591,239		23,413		87,367

31-Mar-13		70,310,451		2,037,245		72,347,696					24,532
30-Jun-13		72,347,696		2,096,274		74,443,971					25,695
30-Sep-13		74,443,971		2,157,014		76,600,985					26,906
31-Dec-13		76,600,985		2,219,514		78,820,498			8,510,047		28,165		105,297

31-Mar-14		78,820,498		2,283,824		81,104,322					29,474
30-Jun-14		81,104,322		1,538,955		82,643,277					26,457
30-Sep-14		82,643,277		1,568,156		84,211,433					27,299
31-Dec-14		84,211,433		1,597,912		85,809,345			6,988,847		28,164		111,394

31-Mar-15		85,809,345		1,628,232		87,437,577					29,052
30-Jun-15		87,437,577		1,659,128		89,096,705					29,963
30-Sep-15		89,096,705		1,690,610		90,787,315					30,898
31-Dec-15		90,787,315		1,722,689		92,510,004			6,700,660		31,858		121,770

24-Jan-16		92,510,004		468,101		92,978,105			468,101		8,758
						(600,000	)

						92,378,105

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ADDENDUM TO THE REVOLVING LOAN FACILITY AGREEMENT DATED AS OF 23 JANUARY, 2008 BETWEEN ENDEAVOUR INTERNATIONAL HOLDING B.V. AND ENDEAVOUR ENERGY LUXEMBOURG S.à.r.l.

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