RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • October 14th, 2014 • Endeavour International Corp • Crude petroleum & natural gas • New York
This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 10, 2014, is entered into by and among (i) Endeavour International Corporation (the “Company”), (ii) Endeavour Operating Corporation, Endeavour Colorado Corporation, END Management Company, Endeavour Energy New Ventures Inc. and Endeavour Energy Luxembourg S.à.r.l., each such entity a subsidiary of the Company (such entities, together with the Company, the “Endeavour Parties”), (iii) the undersigned beneficial holders, or investment advisors or managers for the account of beneficial holders (the “First Priority Noteholders” and, together with their respective successors and permitted assigns and any subsequent First Priority Noteholder that becomes party hereto in accordance with the terms hereof, the “Consenting First Priority Noteholders”) of the 12% First Priority Notes due 2018 (the “First Priority Notes”) issued by the Company, (iv) the und
INTERCREDITOR AGREEMENTIntercreditor Agreement • October 14th, 2014 • Endeavour International Corp • Crude petroleum & natural gas • New York
INTERCREDITOR AGREEMENT (this “Agreement”) dated as of May 31, 2012, among Wells Fargo Bank, National Association, in its capacity as trustee under the First Priority Indenture (together with its successors and assigns, the “First Priority Trustee”), Wells Fargo Bank, National Association, in its capacity as collateral agent under the First Priority Security Documents (together with its successors and assigns, the “First Priority Collateral Agent”), Wilmington Trust, National Association, in its capacity as trustee under the Second Priority Indenture (together with its successors and assigns, the “Second Priority Trustee”), and Wells Fargo Bank, National Association, in its capacity as collateral agent under the Second Priority Security Documents (together with its successors and assigns, the “Second Priority Collateral Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.
