DEFINITIONS 2 2 PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES 9 8 CONSIDERATION 9 9 CLOSING 9 9 TERMINATION 11 11 REPRESENTATIONS AND WARRANTIES OF SELLER 13 13 REPRESENTATIONS AND WARRANTIES OF THE AGENT 16 16 BANKRUPTCY COURT MATTERS 17 17...Asset Purchase Agreement • August 4th, 2015 • Endeavour International Corp • Crude petroleum & natural gas • New York
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 3, 2015, by and among Wells Fargo Bank, National Association, in its capacity as trustee and collateral agent under the Indenture Documents and not in its individual capacity (the “Agent”), Endeavour International Corporation, a Nevada corporation (being a debtor and debtor-in-possession under sections 1107(a) and 1108 of the Bankruptcy Code) (“EIC”), Endeavour Operating Corporation, a Delaware corporation and wholly-owned subsidiary of EIC (being a debtor and debtor-in-possession under sections 1107(a) and 1108 of the Bankruptcy Code) (the “Seller”), and, solely for the purposes of Articles IX and XII, the Priority Noteholders (as defined below). Capitalized terms used herein and not otherwise defined in context are defined in Section 1.1.
SETTLEMENT AGREEMENTSettlement Agreement • August 4th, 2015 • Endeavour International Corp • Crude petroleum & natural gas • New York
This Settlement Agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”), dated as of August 3, 2015, is entered into by and among (i) Endeavour International Corporation (“EIC” or the “Company”), Endeavour Operating Corporation (“EOC”) and Endeavour Colorado Corporation (“Endeavour Colorado”) and, collectively with EIC and EOC, the “Endeavour Parties”), (ii) the undersigned beneficial holders, or investment advisors or managers for the account of beneficial holders (the “First Priority Noteholders”) of the 12% First Priority Notes due 2018 (the “First Priority Notes”) issued by EIC, and (iii) the undersigned beneficial holders, or investment advisors or managers for the account of beneficial holders (the “EEUK Term Loan Lenders”) of indebtedness under the EEUK Credit Agreement (as defined below). The Endeavour Parties, the First Priority Noteholders and the EEUK Term Loan Lenders are referred to herein collectively as
