LC PROCUREMENT AGREEMENT

among

ALJAWBA MOTOR COMPANY,

as the Company, and;

KHALIFA THAMER M J AL-THANI,

as the Company Director, through;

ASIM SALAH AHMED ALTAI,

as the Mandated Legal Representative for the Compny and the Company Director
Severally,

and

LOGYZA LIMITED,

as the Lessor

______________________________

Dated as of December 24, 2021

______________________________
     LC Issuance Documents, Procurement and Cancellation of Letters of Credit.
 
(a)     The Company hereby requests that the Lessor 

(i) enter into the LC Issuance/Lease Documents as of the Closing Date and;

 (ii) at the request of the Company from time to time during the Commitment
Period, instruct the LC Bank to issue Letters of Credit pursuant to the LC Issuance
Documents.  Subject to the terms and conditions hereof, the Company hereby agrees to enter into
the LC Issuance Documents as of the Closing Date and from time to time thereafter during the
Commitment Period at the request of the Company instruct the LC Bank to issue Letters of
Credit pursuant to the LC Issuance Documents.

(b)     The Lessee shall not be obliged to enter into the LC Issuance Documents on the Closing
Date or instruct the LC Bank to issue any Letter of Credit unless the conditions precedent set
forth have been satisfied or waived.  The Lessee shall notify The Company promptly upon
satisfaction of all the conditions precedent set forth.  In order to request that the Lessee instruct
the LC Bank to issue Letters of Credit, Company shall notify the Lessee of such request by
telephone not later than 12:00 Noon (London) time three Business Days before the proposed
issuance of a Letter of Credit.  Each such telephonic notice shall be irrevocable, and shall be
confirmed promptly by hand delivery or email to the Lessee of a written notice and shall specify
the following information:

  (i) the requested date of the issuance of the Letter of Credit,

(ii) the amount of the requested Letter of Credit and

(iii) the beneficiary of the Letter of Credit.

(c)     At no time shall the aggregate outstanding face amount of the Letters of Credit
issued pursuant to the LC Issuance Documents, plus the amount, if any, demanded by the Lessee
and not reimbursed by the Company exceed the Maximum LC Amount.

(d)     Except as otherwise contemplated herein or in the LC Issuance Documents, the

Lessee shall not enter into, or agree to enter into, any amendment or  modification to, or waiver
in
respect of, any LC Issuance Document without the prior written consent of The Company and
the Lessee.

SECTION 2.02     Reimbursement by the Company.

 
(a)     If the Lessee receives a notice of demand for payment under a Letter of Credit
or for payment or indemnification from the LC Bank pursuant to the terms of an LC Issuance
Agreement, the Lessee shall immediately notify the Company of the amount demanded and the
date on which it is payable.  The Company shall within three Business Days after receipt of
demand from the Lessee to the Company pay to the Lessee an amount equal to the amount of
such demand.    
 (b)     The Company, in respect of each Letter of Credit issued or deemed issued under an
LC Issuance Agreement, unconditionally and irrevocably agrees that its obligations under this
Agreement shall not be affected by any act, omission, matter or thing which but for this
provision might operate to release, prejudice or otherwise exonerate the Company from its
obligations under this Agreement, in whole or in part, including without limitation and whether
or not known to the Company:

(i)     any time or waiver granted to or composition with the Lessee, the LC Bank,
the beneficiary of any such Letter of Credit or any other Person;

(ii)     any taking, variation, compromise, exchange, renewal or release of, refusal

or neglect to perfect, take-up or enforce, any rights, remedies or securities available to the
Lessee or any other Person or arising under any such Letter of Credit or any other LC
Issuance Document;

(iii)    any variation or extension of or increase in liabilities under any such Letter

of Credit and any other LC Issuance Documents made with the prior written consent of
the Lessee, so that references in this Agreement to the same shall include each such
variation, extension and variation;

(iv)    any incapacity or lack of power, authority or legal personality of or

dissolution or change in the members or status of any beneficiary under a Letter of Credit
or any other person; or

(v)     any insolvency or similar proceedings.

(c)     The obligations of the Company under this Section 2.02 shall be continuing, shall
extend to the ultimate balance of the obligations and liabilities of the Company under this
Section 2.02 and shall continue in force notwithstanding any intermediate payment in part of
such obligations or liabilities.

SECTION 2.03     LC Fees.

 
(a)     In consideration for the Lessee procuring the issuances of the Letters of Credit, the
Company shall pay the Lessee a fee (the “LC Fee”) on the Lessee Deposit.  The LC Fee shall be
payable in Dollars on the applicable Fee Payment Date and shall accrue on the Lessee Deposit
from and including the date of this Agreement to, but excluding, the LC Release Date.  On the

Article III
Maximum LC Amount; Release of Lessee Deposit
 
SECTION 3.01     Voluntary Reduction of Maximum LC Amount
 
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(a)     Subject to the concurrent payment of the Applicable Premium, the Company may at
any time and from time to time prior to the LC Release Date reduce the Maximum LC Amount
(including to zero).

(b)     The Company shall notify the Lessee of any election to reduce the Maximum LC
Amount under Section 3.01(a) at least three Business Days prior to the effective date of such
reduction, specifying such election and the effective date thereof. 

(c)     Notwithstanding the foregoing, in no event shall the Maximum LC Amount be

reduced to an amount that is less than the aggregate face amount of the outstanding Letters of
Credit issued pursuant to the LC Issuance Documents, plus the amount, if any, demanded by the
Lessee pursuant to Section 2.02(a) and not reimbursed by the Company.

Additional Conditions.  The obligation of the Lessee to instruct the LC Bank to issue any
Letter of Credit under the LC Issuance Documents pursuant to Section 2.01(a) is subject to the
satisfaction of the following conditions:
 
(a)     The Lessee shall have received a request to enter into a LC Issuance Document as
required by Section 2.01(b).

(b)     The representations and warranties set forth in Article VI shall be true and correct
in all material respects (other than representations and warranties qualified as to materiality,
which will be true and correct in all respects) on and as of the date of the applicable LC Issuance
Date with the same effect as though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date in which case they will be true
and correct as of such earlier date.

(c)     At the time of and immediately after the entry into the LC Issuance Documents, no
Default or Event of Default shall have occurred and be continuing.

Each request to enter into a LC Issuance Document shall be deemed to constitute a

representation and warranty by the Company and The Company on the date thereof as to the
matters specified in paragraphs (b) and (c) of this Section 5.02.

Representations and Warranties.

 
The Company and the Collateral Agent represents and warrants to the Lessee that:
 
SECTION 6.01     Company Status.  Each of The Company and each of its Subsidiaries
(a) is a duly organized and validly existing Business in good standing (or, in the case of any
Foreign Subsidiary of The Company, the applicable equivalent of “good standing” to the extent
that such
concept exists in such Foreign Subsidiary’s jurisdiction of organization) under the laws of the
jurisdiction of its organization, (b) has the Business power and authority to own its property and
assets and to transact the business in which it is engaged and presently proposes to engage and
(c) is duly qualified and is authorized to do business and is in good standing in each jurisdiction
where the ownership, leasing or operation of its property or the conduct of its business requires
such qualifications except for failures to be so qualified or authorized which, either individually
or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.  No
certifications by any Governmental Authority are required for operation of the business of The
Company and its Subsidiaries that are not in place, except for such certifications or agreements,
the absence of which could not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.
 
SECTION 6.02     Power and Authority.  Each Company Party has the Business power
and authority to execute, deliver and perform the terms and provisions of each of the LC
Procurement Documents to which it is a party and has taken all necessary Business action to
authorize the execution, delivery and performance by it of each of such LC Procurement
Documents.  Each Company Party has duly executed and delivered each of the LC Procurement
Documents to which it is a party, and each of such LC Procurement Documents constitutes its
legal, valid and binding obligation enforceable in accordance with its terms, except to the extent
that the enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors’ rights and by
equitable principles (regardless of whether enforcement is sought in equity or at law).
 
SECTION 6.03     No Violation.  Neither the execution, delivery or performance by any
Company Party of the LC Procurement Documents to which it is a party, nor compliance by it
with the terms and provisions thereof, (a) will contravene any provision of any law, statute, rule
or regulation or any order, writ, injunction or decree of any court or Governmental Authority,
(b) will conflict with or result in any breach of any of the terms, covenants, conditions or
provisions of, or constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any
of the property or assets of any Company Party or any of its Subsidiaries pursuant to the terms of
any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material
agreement, contract or instrument, in each case to which any Company Party or any of its
Subsidiaries is a party or by which it or any its property or assets is bound or to which it may be
subject or (c) will violate any provision of the certificate or articles of incorporation, certificate
of formation, limited liability company agreement or by-laws (or equivalent constitutional,
organizational and/or formation documents), as applicable, of any Company Party or any of its
Subsidiaries.
 
SECTION 6.04     Approvals.  No order, consent, approval, license, authorization or
validation of, or filing, recording or registration with (except (a) for those that have otherwise
been obtained or made on or prior to the date hereof and remain in full force and effect on the
date hereof and (b) filings which are necessary to perfect the security interests created or
intended to be created under the Security Documents, which filings will be made within 10 days
following the Closing Date), or exemption by, any Governmental Authority or other Person is
required to be obtained or made by, or on behalf of, any Company Party to authorize, or is
required

to be obtained or made by, or on behalf of, any Company Party in connection with, (i) the execution,
delivery and performance of any LC Procurement Document or (ii) the legality, validity, binding effect or
enforceability of any such LC Procurement Document.

(d)     After giving effect to the Transactions, since December 31, 2012, nothing has
occurred that has had, or could reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.

SECTION 6.06     Litigation.  There are no actions, suits or proceedings pending or, to

the knowledge of The Company or the Company, threatened (a) with respect to the Transactions
or any LC Procurement Document or (b) that has had, or could reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect.
 
SECTION 6.07     True and Complete Disclosure.  All written factual information (taken
as a whole) furnished by or on behalf of The Company or the Company to the Lessee (including,
without limitation, all information contained in the LC Procurement Documents) for purposes of
or in connection with this Agreement, the other LC Procurement Documents or any transaction
contemplated herein or therein is, and all other such written factual information (taken as a
whole) hereafter furnished by or on behalf of The Company or the Company in writing to the
Lessee will be, true and accurate in all material respects on the date as of which such information
is dated or certified and not incomplete by omitting to state any fact necessary to make such
information (taken as a whole) not misleading in any material respect at such time in light of the
circumstances under which such information was provided. 

Article IX.
Events of Default.
 
In case of the happening of any of the following events (“Events of
Default”):

SECTION 9.01     Payments.  The Company shall (a) default in the payment when due of

any LC Procurement Obligations or (b) default, and such default shall continue unremedied for
three or more Business Days, in the payment when due of any Fees or any interest payable
hereunder, or any other amounts owing hereunder or any other Credit Document.
 
SECTION 9.02     Representations, etc..  Any representation, warranty or statement
made or deemed made by any Company Party herein or in any other LC Procurement Document
or
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in any certificate delivered to the Lessee pursuant hereto or thereto shall prove to be untrue in
any material respect on the date as of which made or deemed made.
 
 SECTION 9.03     Covenants.  The Company or any of its Restricted Subsidiaries shall
(a) default in the due performance or observance by it of any term, covenant or agreement
contained in Section 7.01(f)(i), 7.04 (with respect to the Company only), 7.11(c) or 7.12 or
Article VIII or (b) default in the due performance or observance by it of any other term, covenant
or agreement contained in this Agreement (other than those set forth in Sections 9.01, 9.02 and
9.03(a)) and such default shall continue unremedied for a period of 30 days following the earlier
of (i) The Company’ or the Company’s actual knowledge of such default and (ii) written notice
from the Lessee specifying such default.
 
SECTION 9.04     Default Under Other Agreements.  (a) The Company or any of its
Restricted Subsidiaries shall (i) default in any payment of any Indebtedness (other than the
Obligations under the Credit Documents) beyond the period of grace, if any, provided in an
instrument or agreement under which such Indebtedness was created or (ii) default in the
observance or performance of any agreement or condition relating to any Indebtedness (other
than the Obligations under the Credit Documents) or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or condition exist, the
effect of which default or other event or condition is to cause any such Indebtedness to become
due prior to its stated maturity, or (b) any Indebtedness (other than the Obligations under the
Credit Documents) of The Company or any of its Restricted Subsidiaries shall be declared to be
(or shall become) due and payable, or required to be prepaid other than by a regularly scheduled
required prepayment, prior to the Stated Maturity thereof; provided that, it shall not be a Default
or an Event of Default under this Section 9.04 unless the principal amount of all Indebtedness as
described in preceding clauses (a) and (b) is at least $25,000,000.
 
SECTION 9.05     Bankruptcy, etc.    The Company or any of the other Company Parties,
other than EIH, shall commence a voluntary case concerning itself under any Debtor Relief Law;
or an involuntary case is commenced against The Company or any of the other Company Parties,
other than EIH, and the petition is not controverted within 10 days, or is not dismissed within 60
days after the filing thereof; or a custodian (as defined in a Debtor Relief Law) is appointed for,
or takes charge of, all or substantially all of the property of The Company or any of the other
Company Parties, other than EIH, to operate all or any substantial portion of the business of The
Company or any of the other Company Parties, other than EIH, or The Company or any of the
other Company Parties, other than EIH, commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to The
Company or any of the other Company Parties, other than EIH, or there is commenced against
The Company or any of the other Company Parties any such proceeding which remains
undismissed for a period of 60 days after the filing thereof, or The Company or any of the other
Company Parties, other than EIH, is adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or The Company or any of the
other Company Parties, other than EIH, makes a general assignment for the benefit of creditors;
or any Business action is taken by The Company or any of the other Company Parties, other than
EIH, for the purpose of effecting any of the foregoing.
 
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SECTION 9.06     Dutch Insolvency Event.  A Dutch Insolvency Event shall have
occurred with respect to EIH.
 
SECTION 9.07     ERISA.  (a) An ERISA Event shall have occurred, a contributing
sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA
shall be subject to the advance reporting requirement of PBGC Regulation Section 4043.61
(without regard to subparagraph (b)(1) thereof) and an event described in
Subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 shall be
reasonably expected to occur with respect to such Plan within the following 30 days (except to
the extent that a waiver to the advance reporting requirement of PBGC Regulation 4043.61
applies with respect to such event); any Plan shall have an Unfunded Current Liability; there is
or arises any potential withdrawal liability under Section 4201 of ERISA, if The Company, any
of its Subsidiaries, or any ERISA Affiliate were to withdraw completely from any and all
Multiemployer Plans; a contribution required to be made by The Company, any of its
Subsidiaries or any ERISA Affiliate with respect to a Plan or Non-U.S. Plan has not been timely
made, The Company, any of its Subsidiaries or any ERISA Affiliate has incurred or is likely to
incur any liability on account of a group health plan (as defined in Section 607(1) of ERISA,
Section 4980B(g)(2) of the Code or 45 Code of Federal Regulations Section 160.103) under
Section 4980B of the Code and/or the Health Insurance Portability and Accountability Act of
1996; or The Company or any of its Subsidiaries has incurred or is likely to incur liabilities
pursuant to any portion of any employee welfare benefit plan (as defined in Section 3(1) of
ERISA) that provides benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA); any Change in Law occurs, or, as a result of a Change in
Law, an event occurs following a Change in Law, with respect to or otherwise affecting any
Plan; (b) there shall result from any of the events set forth in clause (a) above the imposition of a
lien, the granting of a security interest, or a liability or a material risk of incurring a liability; and
(c) such lien, security interest or liability described in clause (a) or (b) above, either individually
or in the aggregate, in the opinion of the Lessee has had, or could reasonably be expected to
have, a Material Adverse Effect.
 
SECTION 9.08     Security Documents.  Any of the Security Documents shall cease to be
in full force and effect, or shall cease to give the Collateral Agent for the benefit of the Lessee
the Liens, rights, powers and privileges purported to be created thereby (including, without
limitation, a perfected security interest in, and Lien on, all of the Collateral (other than any
immaterial portion thereof), in favor of the Collateral Agent, subject to no other Liens (except
Permitted Liens), or any Company Party shall default in the due performance or observance of
any term, covenant or agreement on its part to be performed or observed pursuant to any such
Security Document and such default shall continue beyond the period of grace, if any,
specifically applicable thereto pursuant to the terms of such Security Document.
 
SECTION 9.09     Guaranties.  The Company Party Guaranty or any provision thereof
shall cease to be in full force or effect as to any Guarantor (except as a result of a release of any
Guarantor in accordance with the terms thereof), or any Guarantor or any Person acting for or on
behalf of such Guarantor shall deny or disaffirm such Guarantor’s obligations under the
Company Party Guaranty to which it is a party or any Guarantor shall default in the due
performance or observance of any term, covenant or agreement on its part to be performed or
observed pursuant to the Company Party Guaranty.
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SECTION 9.10     Judgments.  One or more judgments or decrees shall be entered
against The Company or any of the other Company Parties involving in the aggregate for The
Company and the other Company Parties a liability that equals or exceeds $25,000,000 (to the
extent not paid or not covered by a reputable and solvent insurance company pursuant to which
the insurer has accepted liability therefor in writing) and such judgments and decrees either shall
be final and non-appealable or shall not be vacated, discharged or stayed or bonded pending
appeal for any period of 30 consecutive days.
 
SECTION 9.11     Nationalization.  All or any part of the interest of The Company or
any of the other Company Parties in any Oil and Gas Property (or any Hydrocarbons or revenues
or other monies arising in respect of it) is (o) nationalized, expropriated, compulsorily acquired
or seized by any Governmental Authority or (p) any such Governmental Authority takes, or
officially announces it will take, any step with a view to any of the foregoing and in either case
such action is reasonably likely to result in a Material Adverse Effect.
 
SECTION 9.12     Cross-Default.  Either Term A Borrower shall (i) default in any
payment obligation under the Term A Credit Agreement beyond the period of grace, if any,
provided thereunder or in the observance or performance of any agreement contained in the
Term A Credit Agreement or (ii) any of the Term A Credit Documents shall cease to be in full
force and effect, or shall cease to give the Collateral Agent for the benefit of lenders the Term A
Credit Agreement the Lien, rights, powers and privileges purported to be created thereby, in
favor of the Collateral Agent, or any Company Party shall default in the due performance or
observance of any term, covenant or agreement on its part shall continue beyond the period of
grace, if any, specifically applicable thereto pursuant to the terms of such Term A Credit
Document or any Company Party or any Person acting for or on behalf of such Company Party
shall deny or disaffirm such Company Party’s obligations under the Term A Credit Document to
which it is a party.
 
SECTION 9.13     Change of Control.  A Change of Control shall occur;
 
then, and in any such event, and at any time thereafter, if any Event of Default shall then be
continuing, the Lessee and/or the Collateral Agent may by written notice to the Company take
any or all of the following actions, without prejudice to the rights of the Lessee to
enforce its claims against any Company Party  (provided that, if an Event of Default respecting
the covenant in Section 9.05 shall occur with respect to the Company, the result which would
occur upon the giving of written notice by the Lessee as specified below, shall occur
automatically without the giving of any such notice):  (1) declare any Fees owing hereunder to
be, whereupon the same shall become, forthwith due and payable, together with the Applicable
Premium, without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by each Company Party, (2) terminate the Commitment, and (3) require the
Company to immediately provide to the LC Bank the immediate return to the Lessee of the
Company Deposit, without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Company; and (4) enforce, as Collateral Agent, all of the Liens and
security interests created pursuant to the Security Documents.

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After the occurrence and during the continuance of an Event of Default, any amounts received on
account of the Obligations shall be applied by the Lessee in the following order (to the fullest
extent permitted by mandatory provisions of applicable law):

First, to payment of that portion of the Obligations constituting fees (including the Fees
without accounting for any accrued interest thereon), indemnities, expenses and other amounts
(other than LC Procurement Obligations, but including attorneys’ and consultant fees and other
out-of-pocket expenses payable under Section 11.05) payable to the Lessee and the Collateral
Agent;

Second, to payment of that portion of the Obligations constituting accrued and unpaid
interest on the Obligations owing to the Lessee;

Third, to payment of that portion of the Obligations constituting LC Procurement

Obligations owing to the Lessee;

Fourth, to the payment of all other Obligations that are due and payable to the Lessee on
such date; and

Fifth, to the Default Deposit; and

Last, the balance, if any, to the Company or other Company Party as otherwise required
by applicable law.

Article X.
The Collateral Agent.
 
SECTION 10.01    Appointment and Authority.  The Lessee hereby irrevocably appoint
the Collateral Agent its agent and authorizes the Collateral Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of the
LC Procurement Documents, together with such actions and powers as are reasonably incidental
thereto.  Without limiting the generality of the foregoing, the Collateral Agent is hereby
expressly authorized to (i) execute any and all documents (including releases) with respect to the
Collateral or any Guarantor and the rights of the Lessee with respect thereto, as contemplated by
and in accordance with the provisions of this Agreement and the Security Documents and
(ii) negotiate, enforce or the settle any claim, action or proceeding affecting the Lessee in their
capacity as such, at the direction of the Lessee, which negotiation, enforcement or settlement will
be binding upon the Lessee.
 
SECTION 10.02    Exculpatory Provisions. 
 
(a)     The Collateral Agent shall not have any duties or obligations except those expressly
set forth in the LC Procurement Documents.  Without limiting the generality of the foregoing, (i)
the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (ii) the Collateral Agent shall not have any
duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Collateral Agent is instructed in

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writing to exercise by the Lessee, and (iii) except as expressly set forth in the LC Procurement
Documents, the Collateral Agent shall not have any duty to disclose, nor shall it be liable for the
failure to disclose, any information relating to The Company, the Company or any of the
Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any
of its Affiliates in any capacity.

(b)     The Collateral Agent shall not be liable for any action taken or not taken by it with
the consent or at the request of the Lessee or in the absence of its own gross negligence or willful
misconduct.  The Collateral Agent shall not be deemed to have knowledge of any Default unless
and until written notice thereof is given to the Collateral Agent by The Company or the Lessee.

(c)     The Collateral Agent shall not be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty or representation made in or in connection with any LC
Procurement Document, (ii) the contents of any certificate, report or other document delivered
thereunder or in connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any LC Procurement Document,
(iv) the validity, enforceability, effectiveness or genuineness of any LC Procurement Document
or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth
in Article V or elsewhere in any LC Procurement Document, other than to confirm receipt of
items expressly required to be delivered to the Collateral Agent.

(d)     Each of the Lessee and the Company hereby acknowledges and agrees that (i) the
Collateral Agent is acting as administrative agent under the Term A Credit Agreement and the
Term B Credit Agreement and each of the other agreements and documents executed or made in
connection therewith, (ii) the Collateral Agent is acting as the collateral agent and as a secured
party under each of the security agreements and documents executed or made pursuant to any of
the foregoing agreements, for the benefit of secured parties under each of the this Agreement, the
Term A Credit Agreement and the Term B Credit Agreement, (iii) the LC Bank is acting as letter
of credit issuing bank under the LC Issuance Agreement and (iv) neither the Collateral Agent nor
the LC Bank shall be liable under this Agreement or any Security Document for any actual or
deemed conflict of interest as a result thereof, or as a result of any actions which either the
Collateral Agent or the LC Bank shall take or fail to take under any such other document.

SECTION 10.03    Reliance by Collateral Agent.  The Collateral Agent shall be entitled

to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to have
been signed or sent by the proper Person.  The Collateral Agent may also rely upon any
statement made to it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon.  The Collateral Agent may consult
with legal counsel (who may be counsel for the Company), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in accordance
with the advice of any such counsel, accountants or experts.
 
SECTION 10.04    Delegation of Duties.  The Collateral Agent may perform any and all
its duties and exercise its rights and powers by or through any one or more sub-agents appointed
by it.  The Collateral Agent and any such sub-agent may perform any and all its duties and
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exercise its rights and powers by or through its Related Parties.  The exculpatory provisions of
the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the
Collateral Agent and any such sub-agent, and shall apply to their respective activities as
Collateral Agent.  The Collateral Agent shall not be responsible for the negligence or misconduct
of any sub-agents except to the extent that a court of competent jurisdiction determines in a final
and non-appealable judgment that the Collateral Agent acted with gross negligence or willful
misconduct in the selection of such sub-agents.
 
SECTION 10.05    Resignation of Collateral Agent.  Subject to the appointment and
acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at
any time by notifying the Lessee and the Company; provided that unless a retiring Collateral
Agent’s resignation would not, in the judgment of legal counsel, adversely affect the validity,
perfection, enforceability or priority of the Liens securing the Obligations, the Collateral Agent’s
resignation notice shall only take effect upon: (i) the appointment of a successor Collateral
Agent; and (ii) the transfer of all the Collateral to that successor Collateral Agent.  Upon any
such resignation, the Lessee and the Company agree that the collateral agent appointed under the
Term A Credit Agreement shall automatically become the Collateral Agent hereunder.  If no
successor shall have been so appointed and shall have accepted such appointment within 30 days
after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral
Agent may appoint a successor Collateral Agent which shall be a bank with an office in New
York, New York, or an Affiliate of any such bank.  If no successor Collateral Agent has been
appointed pursuant to the immediately preceding sentence by the 30th day after the date such
notice of resignation was given by Collateral Agent, Collateral Agent’s resignation shall become
effective and the Lessee shall thereafter perform all the duties of Collateral Agent hereunder
and/or under any other LC Procurement Document until such time, if any, as the Lessee, with the
consent of the Company so long as no Event of Default has occurred and is continuing, appoint a
successor Collateral Agent.  Upon the acceptance of its appointment as Collateral Agent
hereunder by a successor, such successor shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent
shall be discharged from its duties and obligations hereunder.  The fees payable by the Company
to a successor Collateral Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Company and such successor.  After a Collateral Agent’s
resignation hereunder, the provisions of this Article and Section 11.05 shall continue in effect for
the benefit of the retiring Collateral Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while acting as Collateral
Agent.
 
SECTION 10.06    Non-Reliance on Collateral Agent.  The Lessee acknowledges that it
has, independently and without reliance upon the Collateral Agent and based on such documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement.  The Lessee also acknowledges that it will, independently and without
reliance upon the Collateral Agent and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement or any other LC Procurement Document, any related
agreement or any document furnished hereunder or thereunder.
 
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Article XI.
Miscellaneous.
 
SECTION 11.01    Notices; Electronic Communications.  Notices and other
communications provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by fax, as follows:
 
(a)     if to the Company, to it at 21-31 Woodfield Road, London, W9 2BA, England,
Attention: Chief Financial Officer, Fax No. 44 20 7451 2351, with a copy to The Company at
811 Main Street, Suite 2100 Houston, TX 77002, Attention: Chief Financial Officer, Fax No.
(713) 307-8794;

(b)     if to any Company Party (other than the Company), to it at c/o Endeavour

International Corporation, 811 Main Street, Suite 2100 Houston, TX, 77002, Attention: Chief
Financial Officer;

(c)     if to the Lessee, to it at 40, avenue Monterey, L-2163 Luxembourg; and

(d)     if to the Collateral Agent, to it at Credit Suisse, Eleven Madison Avenue, 23rd
Floor, New York, NY  10010, Attn:  Loan Operations – Boutique Management, Telephone
No.:  (212) 538 3525, Email:  [email protected].

All notices and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of receipt if
delivered by hand or overnight courier service or sent by fax (or other electronic communications
pursuant to procedures approved by the Lessee) or on the date five Business Days after dispatch
by certified or registered mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 11.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this Section 11.01.  As agreed to
among The Company, the Company, the Lessee and the Collateral Agent from time to time,
notices and other communications may also be delivered by e-mail to the e-mail address of a
representative of the applicable Person provided from time to time by such Person and shall be
deemed to have been given as of the date of receipt thereof.

The Company hereby agrees, unless directed otherwise by the Lessee or unless the
electronic mail address referred to below has not been provided by the Lessee to the Company,
that it will, or will cause its Subsidiaries to, provide to the Lessee all information, documents and
other materials that it is obligated to furnish to the Lessee pursuant to the LC Procurement
Documents or to the Lenders under Article VII, including all notices, requests, financial
statements, financial and other reports, certificates and other information materials, but excluding
any such communication that (i) relates to the payment of any Fees or other amounts due under
this Agreement prior to the scheduled date therefor, (ii) provides notice of any Default or Event
of Default under this Agreement or any other LC Procurement Document or (iii) is required to be
delivered to satisfy any condition precedent to the effectiveness of this Agreement (all such non-
excluded communications being referred to herein collectively as “Communications”), by
transmitting the Communications in an electronic/soft medium that is properly identified in a
format acceptable to the Lessee to an electronic mail address as directed by the Lessee.  In

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addition, the Company agrees, and agrees to cause its Subsidiaries, to continue to provide the
Communications to the Lessee, as the case may be, in the manner specified in the LC
Procurement Documents but only to the extent requested by the Lessee.

Nothing herein shall prejudice the right of the Lessee or the Collateral Agent to give any
notice or other communication pursuant to any LC Procurement Document in any other manner
specified in such LC Procurement Document.

SECTION 11.02    Survival of Agreement.  All covenants, agreements,  representations

and warranties made by the Company or The Company herein and in the certificates or other
instruments prepared or delivered in connection with or pursuant to this Agreement or any other
LC Procurement Document shall be considered to have been relied upon by the Lessee and shall
survive the consummation of the Transactions, regardless of any investigation made by the
Lessee or on their behalf, and shall continue in full force and effect as long as any Fee or any
other amount payable under this Agreement or any other LC Procurement Document is
outstanding and unpaid.  The provisions of Section 11.05 shall remain operative and in full force
and effect regardless of the expiration of the term of this Agreement, the consummation of the
transactions contemplated hereby, the invalidity or unenforceability of any term or provision of
this Agreement or any other LC Procurement Document, or any investigation made by or on
behalf of the Lessee or the Collateral Agent.
 
SECTION 11.03    Binding Effect.  This Agreement shall become effective when it shall
have been executed by The Company, the Company, the Lessee and the Collateral Agent and
when the Lessee shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto.
 
SECTION 11.04    Successors and Assigns.
 
(a)     Whenever in this Agreement any of the parties hereto is referred to, such reference
shall be deemed to include the permitted successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of The Company, the Company, the Lessee and the
Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns.

(b)     Neither The Company nor the Company shall assign or delegate any of its rights or
duties hereunder (other than pursuant to that certain Collateral Assignment Agreement, dated as
of the date hereof, among the Lessee, in its capacity as a borrower under the Term B Credit
Agreement, and the Collateral Agent) without the prior written consent of the Lessee and the
Collateral Agent, and any attempted assignment without such consent shall be null and void.

(c)     Lessee shall not consent to any assignment by a Term B Lender of such Term B
Lender’s interests, rights and obligations under the Term B Credit Agreement pursuant to
Section 9.04(b)(i) of the Term B Credit Agreement unless Lessee shall have received Company’s
prior written consent to Lessee’s approval of such assignment. 

SECTION 11.05    Expenses; Indemnity.

 
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(a)      The Company and the Company agree, jointly and severally, to pay (i) all
reasonable out-of-pocket expenses incurred by the Lessee and the Collateral Agent in
connection with the preparation and administration of this Agreement and the other
LC Procurement Documents or in connection with any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions hereby or
thereby contemplated shall be consummated) including the reasonable and
documented fees, charges and disbursements of Latham & Watkins LLP and
NautaDutilh, counsel for the Collateral Agent (and, if necessary, by a firm of local
counsel in each appropriate jurisdiction and in the case of an actual conflict of
interest, one additional firm of counsel to the affected Lenders), (ii) all out-of-pocket
expenses incurred by the Lessee and the Collateral Agent Lender in connection with
the enforcement or protection of its rights in connection with this Agreement and the
other LC Procurement Documents, and, in connection with any such enforcement or
protection, the reasonable fees, charges and disbursements of any other counsel for the
Lessee or the Collateral Agent and (iii) without duplication, any Taxes payable by the
Lessee to maintain its existence or attributable to any income or activities
contemplated by this Agreement to the extent such Taxes are not grossed-up or
indemnified by other provisions of this Agreement.
(b)     The Company and the Company agree, jointly and severally, to indemnify the
Lessee, the Collateral Agent and each Related Party of any of the foregoing Persons (each such
Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including reasonable counsel
fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in
any way connected with, or as a result of (i) the execution or delivery of this Agreement or any
other LC Procurement Document or any agreement or instrument contemplated thereby, the
performance by the parties thereto of their respective obligations thereunder or the
consummation of the Transactions and the other transactions contemplated thereby, (ii) any
claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party
or by the Company, any other Company Party or any of their respective Affiliates), or (iii) any
actual or alleged presence or Release of Hazardous Materials on any property currently or
formerly owned or operated by the Company or any of the Subsidiaries, or any Environmental
Liability related in any way to the Company or the Subsidiaries; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent jurisdiction by final and
non-appealable judgment to have resulted from the willful misconduct, bad faith or gross
negligence of such Indemnitee or (iv) any proceeding not involving an act or omission by the
Company or its affiliates that is brought by an Indemnitee against any other Indemnitee (other
than disputes involving claims against the Lessee in their capacity as such).

(c)     To the extent permitted by applicable law, neither The Company nor the Company
shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby or the Transactions.

(d)     The provisions of this Section 11.05 shall remain operative and in full force and
effect regardless of the expiration of the term of this Agreement, the consummation of the
transactions contemplated hereby, the invalidity or unenforceability of any term or provision of
this Agreement or any other LC Procurement Document, or any investigation made by or on

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behalf of the Lessee or the Collateral Agent.  All amounts due under this Section 11.05 shall be
payable on written demand therefor.

SECTION 11.06    Right of Setoff.  If an Event of Default shall have occurred and be

continuing, the Lessee are hereby authorized at any time and from time to time, except to the
extent prohibited by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by the
Lessee to or for the credit or the account of the Company or The Company against any of and all
the obligations of the Company or The Company now or hereafter existing under this Agreement
and other LC Procurement Documents, irrespective of whether or not such Lender shall have
made any demand under this Agreement or such other LC Procurement Document and although
such obligations may be unmatured.  The rights of the Lessee under this Section 11.06 are in
addition to other rights and remedies (including other rights of setoff) which the Lessee may
have.
 
SECTION 11.07    Applicable Law.  THIS AGREEMENT, THE OTHER LC
PROCUREMENT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT (INCLUDING ANY CLAIM OR CONTROVERSY
ARISING OUT OF OR RELATING TO THIS AGREEMENT WHETHER SOUNDING IN
CONTRACT LAW, TORT LAW OR OTHERWISE) (IN EACH CASE, OTHER THAN AS
EXPRESSLY SET FORTH IN OTHER CREDIT DOCUMENTS) SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF
ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.
 
 SECTION 11.08    Waivers; Amendment.
 
(a)     No failure or delay of the Lessee or the Collateral Agent in exercising any power or
right hereunder or under any other LC Procurement Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power.  The rights and remedies of the Lessee and
the Collateral Agent hereunder and under the other LC procurement Documents are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of
any provision of this Agreement or any other LC Procurement Document or consent to any
departure by the Company or any other Company Party therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which given.  No notice or
demand on the Company in any case shall entitle the Company to any other or further notice or
demand in similar or other circumstances.

(b)     Neither this Agreement nor any provision hereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into by The
Company, the Company, the Lessee and the Collateral Agent.

SECTION 11.09    Interest Rate Limitation.  Notwithstanding any provision herein to the

contrary, if at any time any interest rate applicable to the Obligations, together with all fees,
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charges and other amounts which are treated as interest on such Obligations under applicable law
(collectively, the “Charges”) shall exceed the maximum lawful rate (the “Maximum Rate”)
which may be contracted for, charged, taken, received or reserved by the Lessee or the Collateral
Agent in accordance with applicable law, the rate of interest payable in respect of such
Obligations hereunder, together with all Charges payable in respect thereof, shall be limited to
the Maximum Rate and, to the extent lawful, the interest and Charges that would have been
payable in respect of such Obligations but were not payable as a result of the operation of this
Section 11.09 shall be cumulated and the interest and Charges payable to such Person in respect
of other Obligations or periods shall be increased (but not above the Maximum Rate therefor)
until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate
(as defined in the Term A Credit Agreement) to the date of repayment, shall have been received
by such Person.
 
SECTION 11.10    Entire Agreement.  This Agreement, the other LC Procurement
Documents and any other written agreement regarding the payment of Fees constitute the entire
contract between the parties relative to the subject matter hereof.  Any other previous agreement
among the parties with respect to the subject matter hereof is superseded by this Agreement and
the other LC Procurement Documents.  Nothing in this Agreement or in the other LC
Procurement Documents, expressed or implied, is intended to confer upon any Person (other than
the parties hereto and thereto, their respective successors and assigns permitted hereunder and, to
the extent expressly contemplated hereby, the Related Parties of each of the Lessee and the
Collateral Agent) any rights, remedies, obligations or liabilities under or by reason of this
Agreement or the other LC Procurement Documents.
 
SECTION 11.11    WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OF THE OTHER LC PROCUREMENT DOCUMENTS.  EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LC PROCUREMENT DOCUMENTS, AS APPLICABLE,
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 11.11.
 
SECTION 11.12    Severability.  In the event any one or more of the provisions contained
in this Agreement or in any other LC Procurement Document should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired thereby (it being
understood that the invalidity of a particular provision in a particular jurisdiction shall not in and
of itself affect the validity of such provision in any other jurisdiction).  The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions
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with valid provisions the economic effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions.
 
SECTION 11.13    Counterparts.  This Agreement may be executed in counterparts (and
by different parties hereto on different counterparts), each of which shall constitute an original
but all of which when taken together shall constitute a single contract, and shall become effective
as provided in Section 11.03.  Delivery of an executed signature page to this Agreement by
facsimile transmission or as a “.pdf” shall be as effective as delivery of a manually signed
counterpart of this Agreement.
 
SECTION 11.14    Headings.  Article and Section headings and the Table of Contents
used herein are for convenience of reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting, this Agreement.
 
SECTION 11.15    Jurisdiction; Consent to Service of Process.
 
(a)     EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY SUBMIT, FOR ITSELF AND ITS PROPERTY, TO THE
EXCLUSIVE JURISDICTION OF ANY COMPETENT NEW YORK STATE COURT OR
FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK
CITY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
OTHER LC PROCUREMENT DOCUMENTS, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY
LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS
AGREEMENT SHALL AFFECT ANY RIGHT THAT THE LESSEE AND THE
COLLATERAL AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR THE OTHER LC PROCUREMENT
DOCUMENTS AGAINST THE COMPANY OR THEIR PROPERTIES IN THE COURTS OF
ANY JURISDICTION.

(b)     EACH PARTY HERETO HEREBY IRREVOCABLY AND

UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT IT MAY LEGALLY AND
EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE
TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE OTHER LC PROCUREMENT
DOCUMENTS IN ANY NEW YORK STATE OR FEDERAL COURT.  EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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(c)     EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
11.01.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY
TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW.
 SECTION 11.16    Confidentiality.  Each of the Lessee and the Collateral Agent agrees to
maintain the confidentiality of the Information (as defined below), except that Information may
be disclosed (a) to its and its Affiliates’ officers, directors, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested by any regulatory authority or
quasi-regulatory authority (such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or similar legal process,
(d) in connection with the exercise of any remedies hereunder or under the other LC
Procurement Documents or any suit, action or proceeding relating to the enforcement of its rights
hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same
as those of this Section 11.16, (i) any actual or prospective assignee of in any of its rights or
obligations under this Agreement and the other LC Procurement Documents or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction relating to the
Lessee or any Subsidiary or any of their respective obligations as designated by the Lessee, (f)
on a confidential basis to (i) any rating agency in connection with rating The Company, the
Company or any of their  respective Subsidiaries or the facilities hereunder, (ii) the CUSIP
Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP
numbers with respect to the facilities or (iii) market data collectors, similar service providers to
the lending industry and service providers to the Collateral Agent in connection with the
administration, settlement and management of this Agreement and the LC Procurement
Documents, (g) with the consent of the Lessee or (h) to the extent such Information becomes
publicly available other than as a result of a breach of this Section 11.16.  For the purposes of
this Section, “Information” shall mean all information received from the Company and related
to the Company or its business, other than any such information that was available to the Lessee
or the Collateral Agent on a nonconfidential basis prior to its disclosure by the
Company; provided that, in the case of Information received from the Company after the date
hereof, such information is clearly identified at the time of delivery as confidential.  Any Person
required to maintain the confidentiality of Information as provided in this Section 11.16 shall be
considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord
its own confidential information.
 
SECTION 11.17    USA PATRIOT Act Notice.  Each of the Lessee and the Collateral
Agent (for itself) hereby notifies the Company that pursuant to the requirements of the USA
PATRIOT Act, it is required to obtain, verify and record information that identifies the
Company, which information includes the name and address of the Company and other
information that will allow such Person, to identify the Company in accordance with the USA
PATRIOT Act.
 
SECTION 11.18    Process Agent.
 
(a)     Each Company Party hereby irrevocably and unconditionally appoints CT
Corporation with an office on the date hereof at 111 Eighth Avenue, New York, New York
10011, and its

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successors hereunder (the “Process Agent”), as its agent to receive on behalf of such Company
Party and its property all writs, claims, process, and summonses in any action or proceeding
brought against such Company Party in the State of New York. Such service may be made by
mailing or delivering a copy of such process to any Company Party in care of the Process Agent
at the address specified above for the Process Agent, and such Company Party irrevocably
authorizes and directs the Process Agent to accept such service on its behalf. Failure by the
Process Agent to give notice to the applicable Company Party, or failure of the
applicable Company Party, to receive notice of such service of process shall not impair or affect
the validity of such service on the Process Agent or any such Company Party, or of any judgment
based thereon. Each Company Party hereto covenants and agrees that it shall take any and all
reasonable action, including the execution and filing of any and all documents that may be
necessary to continue the designation of the Process Agent above in full force and effect, and to
cause the Process Agent to act as such. Each Company Party hereto further covenants and agrees
to maintain at all times an agent with offices in New York City to act as its Process Agent.
Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or
summonses in any other manner permitted by applicable law.

(b)     Each Company Party that is not incorporated in England and Wales and that has
executed, or will on the Closing Date execute, any LC Procurement Document governed by the
law of England and Wales irrevocably and unconditionally appoints Law Debenture Corporate
Services Limited, with an office on the date hereof at 100 Wood Street, London, EC2V 7EX,
UK., and its successors hereunder (the “UK Process Agent”), as its agent to receive on behalf of
such Company Party and its property all writs, claims, process, and summonses in any action or
proceeding brought against such Company Party in England and Wales. Such service may be
made by mailing or delivering a copy of such process to any Company Party in care of the UK.
Process Agent at the address specified above for the UK Process Agent, and such Company
Party irrevocably authorizes and directs the UK Process Agent to accept such service on its
behalf. Failure by the UK Process Agent to give notice to such Company Party, or failure of
such Company Party, to receive notice of such service of process shall not impair or affect the
validity of such service on the UK Process Agent or any such Company Party, or of any
judgment based thereon. Each such Company Party covenants and agrees that it shall take any
and all reasonable action, including the execution and filing of any and all documents that may
be necessary to continue the designation of the UK Process Agent above in full force and effect,
and to cause the UK Process Agent to act as such. Each such Company Party further covenants
and agrees to maintain at all times an agent with offices in England to act as its UK Process
Agent. Nothing herein shall in any way be deemed to limit the ability to serve any such writs,
process or summonses in any other manner permitted by applicable law. If any person appointed
as an agent for service in England and Wales is unable for any reason to act as agent for service
of process, The Company (on behalf of all such Company Parties) shall immediately (and in any
event within five days of such event taking place) appoint another agent on terms acceptable to
the Lessee. In the event that The Company fails to appoint such agent on terms acceptable to the
Lessee, the Lessee shall have the right to appoint an agent for service of process.

SECTION 11.19    Judgment Currency.  If, for the purposes of obtaining judgment in

any court, it is necessary to convert a sum due hereunder or any other LC Procurement
Document in one currency into another currency, the rate of exchange used shall be that at which
in accordance with normal banking procedures the Lessee could purchase the first currency with
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such other currency on the Business Day preceding that on which final judgment is given. The
obligation of the Company Parties in respect of any such sum due from it to the Lessee
hereunder or under the other LC Procurement Documents shall, notwithstanding any judgment in
a currency (the “Judgment Currency”) other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be
discharged only to the extent that on the Business Day following receipt by the Lessee of any
sum adjudged to be so due in the Judgment Currency, the Lessee may in accordance with normal
banking procedures purchase the Agreement Currency with the Judgment Currency. If the
amount of the Agreement Currency so purchased is less than the sum originally due to the Lessee
from the Company Parties in the Agreement Currency, the Company Parties agree, jointly and
severally, as a separate obligation and notwithstanding any such judgment, to indemnify the
Lessee or the Person to whom such obligation was owing against such loss.
 
SECTION 11.20    Disregarded Entity.  The Lessee will not change its tax residency.  LC
Finco US will continue to be a “disregarded entity” for US federal income tax purposes and will
not carry out any business activities in the United States.
 

122
HN\1118344.20

 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective duly authorized officers as of the day and year first above written.

Senior Vice President & Chief Financial Officer

 

  ENDEAVOUR INTERNATIONAL
CORPORATION
 By:       /s/  Catherine Stubbs
Name:  Catherine Stubbs
Title:    Senior Vice President & Chief Financial
Officer
   
   
   
  ENDEAVOUR ENERGY UK LIMITED

By:      /s/  Catherine Stubbs
Name:  Catherine Stubbs
Title:    Senior Vice President & Chief Financial
Officer
   
 
Signature Page to LC Procurement Agreement
HN\1120456.3

   

By:  Lux Business Management S.a.r.l., its sole

manager
By:/s/  Otto Broumeister
Otto Broumeister
Title:Manager
 
  LC FINCO S.À R.L.,
as Lessee

By:  Lux Business Management S.a.r.l., its sole

manager
By:       /s/  Otto Broumeister
Name:  Otto Broumeister
Title:    Manager
 

By:       /s/  Gills Jacquet
Name:  Gills Jacquet
Title:    Manager
   
   
    
 
 
Signature Page to LC Procurement Agreement
HN\1120456.3

 
   

By:/s/  Mikhail Faybusovich
Name: Mikhail Faybusovich
Title:
Authorized Signatory
  CREDIT SUISSE AG, CAYMAN
ISLANDS BRANCH,
as Collateral Agent

By:      /s/  Mikhail Faybusovich
Name: Mikhail Faybusovich
Title:    Authorized Signatory
 

By:        /s/  Tyler R. Smith
Name:   Tyler R. Smith
Title:     Authorized Signatory