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EXHIBIT 3.6(c)
AMENDMENT TO
CERTIFICATE OF DESIGNATION
OF
SERIES C PREFERRED STOCK
OF
ENDEAVOUR INTERNATIONAL CORPORATION
CERTIFICATE OF DESIGNATION
OF
SERIES C PREFERRED STOCK
OF
ENDEAVOUR INTERNATIONAL CORPORATION
Endeavour International Corporation, a Nevada corporation (the Corporation), does
hereby certify that this Amendment dated as of March ___, 2010 (this Amendment) to the
Corporations Certificate of Designation of Series C Preferred Stock (as amended, the
Certificate), originally filed with the Nevada Secretary of State on October 30, 2006 and
amended on December 21, 2006 and November 17, 2009, is made and entered into by the Corporation and
has been duly authorized and approved by the Board of Directors of the Corporation and stockholders
of the Corporation in accordance with the provisions of Nevada Revised Statutes 78.1955. All
capitalized terms used but not otherwise defined herein shall have the meanings given to such terms
in the Certificate.
The Corporation hereby certifies:
FIRST, that the Board of Directors of the Corporation duly adopted resolutions proposing and
declaring advisable the following amendments to the Certificate in accordance with the provisions
of Section 78.1955 of the Nevada Revised Statutes:
RESOLVED, that Section 8(e) of Article First of the Certificate is hereby
amended and restated in its entirety as follows:
The Corporation shall neither (A) purchase, redeem or otherwise acquire any
shares of Common Stock at a price per share greater than the average Closing Sale
Price per share of the Common Stock on the American Stock Exchange (or such other
national quotation system or national securities exchange as the Common Stock is
primarily traded) for the ten (10) Trading Days ending on the day immediately
preceding the purchase, redemption or acquisition (the Current Market Price)
nor (B) purchase, redeem or otherwise acquire Options or Convertible Securities
for a consideration per share of Common Stock into which such security is
convertible or exchangeable greater than the Current Market Price on the date of
such event. The foregoing shall not prohibit the Company from (a) purchasing,
redeeming or otherwise acquiring Permitted Convertible Securities where the
consideration for such purchase, redemption or other acquisition is 75% or less
than the principal or liquidation preference plus accrued interest or dividends,
as applicable, of such Permitted Convertible Securities on the date of purchase,
redemption or other acquisition, or (b) refinancing in full any issue, class or
series of Permitted Convertible Securities (the Refinanced Convertible
Securities) solely with the proceeds from newly issued debt securities or equity
securities of the Company, but only if the earliest date upon which any portion
of such debt or equity securities is required to be repaid,
repurchased or redeemed by the Company or any of its Subsidiaries (absent an
event of default, in the case of debt securities, or a change of control, in the
case of equity securities) is later than the latest date upon which the Company
or one of its Subsidiaries would have been required to repay, redeem or
repurchase in full all of the Refinanced Convertible Securities in accordance
with the terms thereof. Permitted Convertible Securities means shares of
Series C Preferred Stock, the Companys 6% Convertible Senior Notes due 2012
issued pursuant to the Indenture dated as of January 20, 2005 between the Company
and Wells Fargo Bank, N.A., as trustee, and the Companys 11.5% Guaranteed
Convertible Bonds due 2014 subject to a Trust Deed, dated as of January 24, 2008,
among the Company, Endeavour Energy Luxembourg S.a.r.l. and BNY Corporate Trustee
Services Limited, as trustee.
SECOND, that the previously stated amendment to the Certificate was duly approved by the
requisite consent of the holders of Series C Preferred Stock in accordance with the provisions of
Section 78.1955 of the Nevada Revised Statutes.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused this Amendment to be signed and acknowledged by
the undersigned as of the 10 day of March, 2010 as the act and deed of the Corporation.
ENDEAVOUR INTERNATIONAL
CORPORATION
CORPORATION
Signatures
/s/ J. Michael Kirksey
|
/s/Gaurav Bhandari | |
J. Michael Kirksey
|
Gaurav Bhandari | |
Chief Financial Officer
|
Goldman, Sachs Investment Partners Master Fund, L.P. | |
/s/ Terence Aquino
|
/s/ Mark J. Vanacore | |
Terence Aquino
|
Mark J. Vanacore | |
Chief Financial Officer
|
Trading Manager | |
Eton Park Capital Management, LP
|
High Bridge International, LLC. | |
/s/ Terence Aquino
|
/s/ Martin Kobinger | |
Terence Aquino
|
Martin Kobinger | |
Chief Financial Officer
|
Investment Manager | |
Eton Park Master Fund, LTD.
|
Capital Ventures International | |
/s/ Mary Lee
|
/s/ R. Jeffrey Bruce | |
Mary Lee
|
R. Jeffrey Bruce | |
Chief Legal Officer
|
Vice President | |
TPG-Axon Partners, L.P.
|
Professional Life and Casualty | |
/s/ Mary Lee
|
/s/ J. Baker Gentry, Jr. | |
Mary Lee
|
J. Baker Gentry, Jr. | |
Chief Legal Officer
|
Investment Advisor | |
TPG-Axon Partners(Offshore), LTD.
|
HBK Master Fund, L.P. | |
/s/ Paul Smith |
||
General Counsel |
||
Magnetar Capital Master Fund, LTD. |