Second Lien Credit and Guarantee Agreement,

(1)

ENDEAVOUR INTERNATIONAL HOLDING B.V. a private limited liability company formed under the laws of the Netherlands (the " Borrower ");

(2)

the GUARANTORS party hereto; and

(3)

CREDIT SUISSE , as Administrative Agent.

(A)

The parties to this Amendment Agreement entered into the Second Lien Credit and Guarantee Agreement (the " Second Lien Agreement ") dated as of October 31, 2006 for the provision of a term loan facility of up to US$75,000,000.

(B)

At the request of the Borrower, the Administrative Agent, with the consent of the Majority Lenders in accordance with Section 13.02(b) of the Second Lien Agreement, has agreed to make certain amendments to the Second Lien Agreement upon the terms set out in this Amendment Agreement.

1.

Terms defined in the Second Lien Agreement shall, save to the extent that the context otherwise requires, bear the same meaning in this Amendment Agreement and in addition " Effective Date " shall with respect to this Amendment Agreement have the meaning given to that term in clause 12 below.

2.

With effect from the Effective Date, the Second Lien Agreement shall be amended as set out in clauses 3, 4, 5, 6, 7, 8, 9, 10 and 11 below.

3.

The following definitions shall be inserted:

(a)

" ICE " means the IntercontinentalExchange (or its successor).

(b)

" Heren " means the Heren Monthly Index (or its successor).

(c)

" Special Acquisition Expenses " means any extraordinary, non-recurring expenses relating to the Acquisition which were incurred in the fiscal quarter ending December 31, 2006.

4.

The definition of "Debt" in the Second Lien Agreement shall be amended by inserting the following words "; provided , however , that in the case of any application of the term "Debt" in determining "Total Debt" or "Total Secured Debt" for purposes of calculating the Reserve Secured Debt Coverage Ratio, the Reserve Total Debt Coverage Ratio, or the Total Leverage Ratio, any undrawn letters of credit, surety or other bonds, or other similar instruments shall not, for the purposes of such calculation, be included in the calculation of "Debt"" at the end of the definition.

5.

The definition of "EBITDA" in the Second Lien Agreement shall be amended by inserting the words "; provided , however , that, in calculating EBITDA for any Measurement Period (i) which includes the fiscal quarter ended December 31, 2006, any Special Acquisition Expenses incurred during such fiscal quarter shall be added to Consolidated Net Income (to the extent subtracted in calculating Consolidated Net Income), and (ii) which includes the fiscal quarters ended March 31, 2007 or June 30, 2007, any extraordinary, non-recurring expenses or gains incurred during such fiscal quarter shall be added to or subtracted from, as the case may be, Consolidated Net Income (to the extent subtracted

6.

The definition of "Fiscal Year" in the Second Lien Agreement shall be amended by inserting the words "; provided , further , that any Subsidiary of Endeavour International may change its Fiscal Year such that the end of its fiscal year occurs on a date other than December 31 (including Fiscal Year 2006), so long as (x) the Administrative Agent is given written notice of such change within 30 Business Days after such change is effected, and (y) in no event shall any Fiscal Year be in excess of 16 months long" at the end of the definition.

7.

The definition of "Present Value" in the Second Lien Agreement shall be amended by deleting the words ", in each case based upon the actual monthly price quoted on NYMEX for the applicable month, in effect at the time," and inserting the words ", in the case of the monthl