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Case 14-12308-KJC

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ENDEAVOUR OPERATING CORPORATION, et al., 1

Debtors.

x : : : : : : : : : : x

Chapter 11 Case No. 14-12308 (KJC)

Jointly Administered

Honorable Kevin J. Carey

SECOND AMENDED SCHEDULES OF ASSETS AND LIABILITIES FOR ENDEAVOUR INTERNATIONAL CORPORATION (CASE NO. 14-12309)

________________________________________________________________________ 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Endeavour Operating Corporation (6552); Endeavour International Corporation (8389); Endeavour Colorado Corporation (0067); END Management Company (7578); Endeavour Energy New Ventures Inc. (7563); Endeavour Energy Luxembourg S.à r.l. (2113). The Debtors’ principal offices are located at 811 Main Street, Suite 2100, Houston, Texas 77002.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------ x : In re: : : ENDEAVOUR OPERATING : 1 CORPORATION, et al., : : Debtors. : : ------------------------------------------------------------ x

Chapter 11 Case No. 14–12308 (KJC) (Jointly Administered)

GENERAL NOTES AND STATEMENT OF LIMITATIONS, METHODOLOGY, AND DISCLAIMERS REGARDING DEBTORS’ ADDITIONAL AMENDMENTS TO THE SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENTS OF FINANCIAL AFFAIRS On October 10, 2014 (the “Petition Date”), Endeavour Operating Corporation and its abovecaptioned debtor affiliates, as debtors and debtors in possession, (collectively, the “Debtors”) each commenced a voluntary case under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The Debtors’ chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered for procedural purposes only pursuant to Bankruptcy Rule 1015(b) and Local Rule 1015-1 in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) under case number 14-12308 (KJC). On December 15, 2014, each of the Debtors filed separate Schedules of Assets and Liabilities (collectively, the “Schedules”) and Statements of Financial Affairs (collectively, the “Statements”). The Schedules and Statements are accompanied by the General Notes and Statement of Limitations, Methodology, and Disclaimers Regarding Debtors’ Schedules of Assets and Liabilities and Statements of Financial Affairs (the “General Notes”) relating to each of the Debtors’ Schedules and Statements and setting forth the basis upon which the Schedules and Statements are presented. 2 On February 25, 2015, Endeavour International Corporation, Endeavour Operating Corporation, and Endeavour Colorado Corporation filed amendments to their Schedules and/or Statements 1

The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Endeavour Operating Corporation (6552); Endeavour International Corporation (8389); Endeavour Colorado Corporation (0067); END Management Company (7578); Endeavour Energy New Ventures Inc. (7563); Endeavour Energy Luxembourg S.à r.l. (2113). The Debtors’ principal offices are located at 811 Main Street, Suite 2100, Houston, Texas 77002.

2

The Schedules and Statements, along with the accompanying General Notes, can be found at D.I. 239-50.

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(the “Amendments”). The Amendments are accompanied by the General Notes and Statement of Limitations, Methodology, and Disclaimers Regarding Debtors’ Amended Schedules of Assets and Liabilities and Statements of Financial Affairs (the “Amended Notes”) relating to each of the Debtors’ Schedules and Statements and setting forth the basis upon which the Schedules and Statements are presented. 3 The Amendments are fully incorporated into the Schedules and Statements, as applicable. Each of the Debtors have herewith filed further amendments to their respective Schedules (the “Additional Amendments”). The Additional Amendments comprise an integral part of the Schedules and Statements and should be referred to and considered in connection with any review of the Schedules and Statements. The Additional Amendments are fully incorporated into the Schedules and Statements, as applicable. The General Notes and Amended Notes are incorporated herein by reference and these General Notes and Statement of Limitations, Methodology, and Disclaimers Regarding Debtors’ Additional Amendments to the Schedules of Assets and Liabilities and Statements of Financial Affairs comprise an integral part of the Debtors’ Schedules and Statements, and should be referred to and reviewed in connection with any review of the Schedules and Statements. Amended Schedule F. Each of the Debtors has added potential claims of Directors and Officers to Schedule F that were inadvertently omitted.

3

The Amendments, along with the accompanying Amended Notes, can be found at D.I. 452-56.

2

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B6 Summary (Official Form 6 – Summary) (12/13) UNITED STATES BANKRUPT&Y COURT District of Delaware In re: Endeavour International Corporation

Case No. 14-12309 (KJC) Chapter 11

SUMMARY OF SCHEDULES Indicate as to each schedule whether that schedule is attached and state the number of pages in each. Report the totals from Schedules A, B, D, E, F, I, and J in the boxes provided. Add the amounts from Schedules A and B to determine the total amount of the debtor's assets. Add the amounts of all claims from Schedules D, E, and F to determine the total amount of the debtor's liabilities. Individual debtors also must complete the “Statistical Summary of Certain Liabilities and Related Data" if they file a case under chapter 7, 11, or 13.

Name of Schedule

Attached (YES/NO) NO

No. of Sheets N/A

B – Personal Property

NO

N/A

C – Property Claimed as Exempt

NO

N/A

D – Creditors Holding Secured Claims

NO

N/A

E – Creditors Holding Unsecured Priority Claims (Total of Claims on Schedule E) F – Creditors Holding Unsecured Nonpriority Claims

NO

N/A

YES

2

G – Executory Contracts and Unexpired Leases

NO

N/A

A – Real Property

H – Codebtors

NO

N/A

I – Current Income of Individual Debtor(s)

NO

N/A

J – Current Expenditures of Individual Debtor(s)

NO

N/A

TOTAL

7

Assets

Liabilities

$839,334,137.06

$839,334,137.06

Other

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B6F (Official Form 6F) (12/07)

In re: Endeavour International Corporation

Case No. 14-12309 (KJC)

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS State the name, mailing address, including zip code, and last four digits of any account number, of all entities holding unsecured claims without priority against the debtor or the property of the debtor, as of the date of filing of the petition. The complete account number of any account the debtor has with the creditor is useful to the trustee and the creditor and may be provided if the debtor chooses to do so. If a minor child is a creditor, state the child's initials and the name and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the child's name. See 11 U.S.C. § 112 and Fed. R. Bankr. P. 1007(m). Do not include claims listed in Schedules D and E. If all creditors will not fit on this page, use the continuation sheet provided. If any entity other than a spouse in a joint case may be jointly liable on a claim, place an “X” in the column labeled “Codebtor,” include the entity on the appropriate schedule of creditors, and complete Schedule H - Codebtors. If a joint petition is filed, state whether the husband, wife, both of them, or the marital community may be liable on each claim by placing an “H,” “W,” “J,” or “C” in the column labeled “HWJC.” If the claim is contingent, place an “X” in the column labeled “Contingent.” If the claim is unliquidated, place an “X” in the column labeled “Unliquidated.” If the claim is disputed, place an “X” in the column labeled “Disputed.” (You may need to place an “X” in more than one of these three columns.) Report the total of all claims listed on this schedule in the box labeled “Total” on the last sheet of the completed schedule. Report this total also on the Summary of Schedules and, if the debtor is an individual with primarily consumer debts, report this total also on the Statistical Summary of Certain Liabilities and Related Data.

Check this box if debtor has no creditors holding unsecured nonpriority claims to report on this Schedule F. CREDITOR'S NAME, MAILING ADDRESS, INCLUDING ZIP CODE, AND ACCOUNT NUMBER (See Instructions Above.)

C O D E B T O R

H W J C

DATE CLAIM WAS INCURRED AND CONSIDERATION FOR CLAIM. IF CLAIM IS SUBJECT TO SETOFF, SO STATE.

C O N T I N G E N T

U N L I Q U I D A T E D

D I S P U T E D

AMOUNT OF CLAIM

$83,,. See $PHQGHGSchedule F Attachment

Subtotal (Total on this page)

$83,,.

Total (Report also on Summary of Schedules and, if applicable, on the Statistical Summary of Certain Liabilities and Related Data.)

$83,,.

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In re: Endeavour International Corporation Case No. 14-12309

Address 2

Address 3

State Zip Country REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED

REDACTED

REDACTED REDACTED REDACTED

Date claim was incurred and consideration for claim Various dates - Corporate Secretary Various dates - Vice President, Tax Various dates - Senior Vice President and Chief Financial Officer

Catherine L. Stubbs Delaware Trust Company, as successor Trustee for the 7.5% Convertible Bonds due 2016 END Management Company

2711 Centerville Road 811 Main St

Endeavour Energy UK Limited James H. Browning

33rd Floor City Point REDACTED

James J. Emme John B. Connally III John N. Seitz Julie Ferro Kelley Pruetz Nancy K. Quinn

REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED

REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED

Ralph Midkiff S. Lynn Willis Sheldon R. Erikson

REDACTED REDACTED REDACTED 1775 Sherman Street

REDACTED REDACTED REDACTED

7.5% Convertible Bonds due 2016 dated DE 19808 USA X 1/24/2008 TX 77002 USA Various dates - Intercompany payable Assignment of office lease relating to Part 4th Floor and Storage Area RC7 South Brettenham House Lancaster Place London WC2 between Dravo Brettenham Limited (Landlord), Endeavour Energy UK Limited (Tenant), Chrysaor Holdings Limited (Assignee) and Endeavour International Corporation (Sub-Guarantor) dated February 12, 2014. EC2Y 9UE UK REDACTED REDACTED REDACTED Various dates - Director Various dates - Executive Vice President, REDACTED REDACTED REDACTED North America REDACTED REDACTED REDACTED Various dates - Director REDACTED REDACTED REDACTED Various dates - Director REDACTED REDACTED REDACTED Various dates - Vice President, Finance REDACTED REDACTED REDACTED Various dates - Assistant Treasurer REDACTED REDACTED REDACTED Various dates - Director Various dates - Senior Vice President and REDACTED REDACTED REDACTED General Counsel REDACTED REDACTED REDACTED Various dates - Controller REDACTED REDACTED REDACTED Various dates - Director

Denver

CO

80203

USA

Grand Junction

CO

81506

USA

SM Energy Company, et al Traylor, Tompkins & Walter Fees Jr. and Son, Oil & Gas, LLC Black, P.C. Wells Fargo Bank, N.A., as Trustee for the 12% First Priority Notes Due March 2018 William D. Lancaster William L. Transier William Transier Wilmington Savings Fund Society, FSB as Trustee for the 6.5% Convertible Senior Notes due 2017 Wilmington Savings Fund Society, FSB, as Trustee for the 5.5% Convertible Senior Notes due 2016 Wilmington Trust, N.A. as Trustee for the 12% Second Priority Note due June 2018

REDACTED

City REDACTED REDACTED

Suite 400 Suite 2100

Wilmington Houston

One Ropemaker Street

London REDACTED

Suite 1200

751 Horizon Jerry B. Tompkins Court, Suite 200 750 N. Saint Paul Place Suite 1750 REDACTED

MAC T9265170 Dallas REDACTED

Pending litigation

REDACTED REDACTED

500 Delaware Ave 11th Floor

Wilmington

DE

19801

USA

6.5% Convertible Senior Notes due 2017 X dated March 3, 2014

500 Delaware Ave 11th Floor

Wilmington

DE

19801

USA

5.5% Convertible Senior Unsecured Notes X due 2016 entered into July 22, 2011

55402-1544 USA

12% Second Priority Note due 2018 dated X 2/23/2012

REDACTED

Corporate Capital 50 South Sixth Markets Street

Suite 1290

Minneapolis

MN

X X

X X

Total amount of claim Unknown Unknown

X

X

Unknown

X

$83,920,471.00 $648,349.35

Y

X X

X X

Unknown Unknown

X X X X X X

X X X X X X

Unknown Unknown Unknown Unknown Unknown Unknown

X X X

X X X

Unknown Unknown Unknown

X

$4,500,000.00

X Settlement Agreement effective April 3, 2014

12% First Priority Notes Due 2018 dated TX 75201 USA X 2/23/2012 REDACTED REDACTED REDACTED Various dates - Director Various dates - Director, Chairman, Chief REDACTED REDACTED REDACTED Executive Officer and President REDACTED REDACTED REDACTED 2014 bonus payment - Various dates

REDACTED REDACTED

Subject to setoffs Y/N

Disputed

Address 1 REDACTED REDACTED

Unliquidated

Creditor Notice Name

Contingent

Creditor's Name Andrea F. Sigerseth Andrew J. Sheu

Codebtor

Second Amended Schedule F Creditors Holding Unsecured Claims

X

X

X

X

X

$433,976,800.00 Unknown

X

X X

Unknown Unliquidated

$17,910,764.00

$136,753,125.00

Total:

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$494,627.71

$161,130,000.00 $839,334,137.06

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