REGISTRATION RIGHTS AGREEMENT by and among Endeavour International Corporation, the Guarantors party hereto, and Credit Suisse Securities (USA) LLC Dated as of October 15, 2012Registration Rights Agreement • October 15th, 2012 • Endeavour International Corp • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 15, 2012, by and among Endeavour International Corporation, a Nevada corporation (the “Company” or the “Issuer”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and Credit Suisse Securities (USA) LLC (the “Initial Purchaser”), which has agreed to purchase Issuer’s $54,000,000 12% First Priority Notes due 2018 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees are herein collectively referred to as the “Initial Securities.”
ENDEAVOUR INTERNATIONAL CORPORATION 12% First Priority Notes due 2018 Purchase AgreementPurchase Agreement • October 15th, 2012 • Endeavour International Corp • Crude petroleum & natural gas • New York
Endeavour International Corporation, a Nevada corporation (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC (the “Initial Purchaser”) $54,000,000 principal amount of its 12% first priority notes due 2018 (the “Notes”). The Notes are to be issued under the indenture (the “Indenture”) dated February 23, 2012, among the Company, the guarantors listed in Schedule II hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and will be jointly, severally and unconditionally guaranteed by each of the Guarantors (the “Guarantees”). The Company and the Guarantors are hereinafter referred to collectively as the “Endeavour Parties.” Certain terms used herein are defined in Section 22 hereof.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 15th, 2012 • Endeavour International Corp • Crude petroleum & natural gas • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of October 10, 2012 (this “Second Amendment”) is entered into by and 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.
FIRST AMENDMENT TO REIMBURSEMENT AGREEMENTReimbursement Agreement • October 15th, 2012 • Endeavour International Corp • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of October 10, 2012 (this “First Amendment”), is entered into by and among Endeavour International Corporation, a Nevada corporation (“Holdings”), Endeavour Energy UK Limited, a United Kingdom private limited company (the “Payer”), New Pearl SA, a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office at 40 avenue Monterey, L-2163 Luxembourg and registered with the Luxembourg trade and companies register under number B.169.461 (“Payee”), and Cyan Partners, LP, as Collateral Agent (in such capacity, the “Collateral Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Reimbursement Agreement referred to below.
