AMENDMENT TO NOTE AGREEMENT
Exhibit 10.26(b)
AMENDMENT TO NOTE AGREEMENT
This Amendment (this “Amendment”), dated as of March 10, 2010, to the Note Agreement, dated as
of November 17, 2009 (the “Note Agreement”), is made and entered into by and between Endeavour
International Corporation, a Nevada Corporation (the “Company”), the Initial Noteholders listed on
the signature pages hereto and the Guarantors listed on the signature pages hereto.
RECITALS
WHEREAS, the parties hereto have entered into the Note Agreement; and
WHEREAS, the parties to this Amendment desire to make certain amendments to the Note Agreement
in order to clarify the meaning of Section 10.2 of the Note Agreement, all as specifically set
forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used
herein which is defined in the Note Agreement has the meaning assigned to such term in the Note
Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar
reference and each reference to “this Agreement” and each other similar reference contained in the
Note Agreement shall, after this Amendment becomes effective, refer to the Note Agreement as
amended hereby.
Section 2. Amendment. Section 10.2 of the Note Agreement is amended and restated in its entirety
as follows:
10.2 Common Stock Repurchase. The Company shall neither (A) purchase, redeem
or otherwise acquire any shares of the common stock, par value $0.001 per share, of
the Company at a price per share greater than the Current Market Price (as defined in
the Certificate of Designations of Series C Preferred Stock of the Company filed
October 20, 2006, as amended) nor (B) except as expressly permitted by Sections 10.5
and 10.8 hereof, purchase, redeem or otherwise acquire Options or Convertible
Securities (as defined in the Certificate of Designations of Series C Preferred Stock
of the Company filed October 20, 2006, as amended) for a consideration per share of
common stock into which such security is convertible or exchangeable greater than the
Current Market Price as of the date of such purchase, redemption or acquisition, as
applicable.
Section 3. Governing Law. THIS AMENDMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY
CONFLICT OF LAWS RULES THEREOF TO THE EXTENT THEY ARE NOT
MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION.
Section 4. Counterpart; Facsimile. This Amendment may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument, and each of the parties
hereto may execute this Amendment by signing any such counterpart. Any facsimile copies hereof or
signature hereon shall, for all purposes, be deemed originals.
Section 5. Effect of Amendment. This Amendment shall be effective as of November 17, 2009 upon its
execution and delivery by a number of Noteholders holding at least two-thirds of the principal
amount of all Notes. Except as amended hereby, the Note Agreement shall remain unchanged and
effective. The Note Agreement as amended hereby shall continue in full force and effect.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above
written.
| ENDEAVOUR INTERNATIONAL CORPORATION |
||||
| /s/ J. Xxxxxxx Xxxxxxx | ||||
| J. Xxxxxxx Xxxxxxx | ||||
| Chief Financial Officer | ||||
Signatures
/s/Xxxxxx Xxxxxxxx
|
||
Xxxxxxx, Xxxxx Investment Partners Master Fund, L.P. |
/s/ Xxxxxxx Xxxxxx
|
/s/ Xxxx X. Xxxxxxxx
|
|||
Chief Financial Officer
|
Trading Manager | |||
Eton Park Capital Management, LP
|
High Bridge International, LLC. | |||
/s/ Xxxxxxx Xxxxxx
|
/s/ Xxxxxx Xxxxxxxx
|
|||
Chief Financial Officer
|
Investment Manager | |||
Eton Park Master Fund, LTD.
|
Capital Ventures International | |||
/s/ Xxxx Xxx
|
/s/ R. Xxxxxxx Xxxxx
|
|||
Chief Legal Officer
|
Vice President | |||
TPG-Axon Partners, L.P.
|
Professional Life and Casualty | |||
/s/ Xxxx Xxx
|
/s/ X. Xxxxx Xxxxxx, Jr.
|
|||
Chief Legal Officer
|
Investment Advisor | |||
TPG-Axon Partners(Offshore), LTD.
|
HBK Master Fund, L.P. |
/s/ Xxxx Xxxxx
|
||
General Counsel |
||
Magnetar Capital Master Fund, LTD. |
