Case KJC Doc 470 Filed 03/02/15 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KJC Doc 470 Filed 03/02/15 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re ENDEAVOUR OPERATING CORPORATION, et al., 1 Debtors. Chapter 11 Case No (KJC) (Jointly Administered) Objection Deadline: March 23, 2015 at 4:00 p.m. Hearing Date: To be scheduled if necessary SECOND MONTHLY FEE APPLICATION OF BAYARD, P.A. FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS CO-COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM JANUARY 1, 2015 THROUGH JANUARY 31, 2015 Name of Applicant: Authorized to Provide Professional Services to: Bayard, P.A. Official Committee of Unsecured Creditors Date of Retention: Order entered January 20, 2015 [D.I. 370] nunc pro tunc to December 11, 2014 Period for which compensation and reimbursement is sought: January 1, 2015 through January 31, 2015 Amount of compensation sought as actual, reasonable and necessary: $66, % of compensation sought as actual, reasonable and necessary: $53, Amount of expense reimbursement sought as actual, reasonable and necessary: $ This is a: X monthly quarterly final application. This is Bayard s second monthly fee application in these cases. 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.a r.l. (2113). The Debtors' principal offices are located at 811 Main Street, Suite 2100, Houston, Texas {BAY: v1}

2 Case KJC Doc 470 Filed 03/02/15 Page 2 of 9 Summary of Bayard Monthly Fee Statements Date & Docket No. 2/17/15 [D.I. 432] Filing Period 12/11/14 through 12/31/14 Requested Fees Requested Expenses $150, $2, CNO Date & Docket No. Objection Deadline 3/9/15 Approved Fees Approved Expenses Unapproved Holdback $0.00 $0.00 $153, Timekeeper Summary Timekeeper Position Description Rate Hours Amount Neil B. Glassman Marla H. Norton Scott D. Cousins Justin R. Alberto Evan T. Miller Larry Morton Tami Wilson Director Director Director Associate Associate Paralegal Legal Assistant Director since Joined firm in Member of DE Bar since Areas of Expertise: Bankruptcy and Commercial Law. Director since Joined firm in Member of DE Bar since Area of Expertise: Corporate and Commercial Law. Director since Joined firm in Member of DE Bar since Area of Expertise: Bankruptcy and Commercial Law. Associate since Member of DE Bar since Area of Expertise: Bankruptcy and Litigation. Associate since Member of DE Bar since Member of PA and NJ Bars since Area of Expertise: Bankruptcy. Paralegal. Joined firm in Area of Expertise: Bankruptcy. Legal Assistant. Joined firm in Area of Expertise: Bankruptcy and Litigation. $ $25, $ $3, $ $15, $ $1, $ $18, $ $2, $ $ Totals $66, Blended Rate: $ {BAY: v1} 2

3 Case KJC Doc 470 Filed 03/02/15 Page 3 of 9 Project Category Summary by Task Code Project Category Hours Amount Litigation/Adversary Proceeding (AP) 1.5 $ Budget/Staffing Plan (BSP) 4.3 $1, Case Administration (CA) 11.8 $4, Court Hearings (CH) 9.7 $6, Constituent Inquiries (CI) 1.8 $ Cash Collateral/DIP Financing (CR) 1.5 $1, Bayard Retention Application (EA1) 16.2 $8, Other Professional Retention Apps (EA2) 10.1 $5, Leases/Executory Contracts (EC) 0.2 $ Bayard Fee Applications (FA1) 6.3 $3, Other Professional Fee Applications (FA2) 4.9 $2, Clams Analysis and Resolution (PC) 14.0 $8, Plan (PL) 7.7 $7, Use, Sale or Lease of Property (SA) 0.1 $95.00 Trustee Reporting/Schedules (TR) 1.7 $1, Unsecured Creditors Committee (UC) 19.6 $13, Totals $66, Expense Category Summary Expense Category Amount Computer Research $81.19 Meals/Meetings $ Pacer Document Downloads $ Phone $0.80 Print Images $ Totals $ {BAY: v1} 3

4 Case KJC Doc 470 Filed 03/02/15 Page 4 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re ENDEAVOUR OPERATING CORPORATION, et al., 1 Debtors. Chapter 11 Case No (KJC) (Jointly Administered) Objection Deadline: March 23, 2015 at 4:00 p.m. Hearing Date: To be scheduled if necessary SECOND MONTHLY FEE APPLICATION OF BAYARD, P.A. FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS CO-COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM JANUARY 1, 2015 THROUGH JANUARY 31, 2015 By this application (the Application ), pursuant to sections 330 and 331 of title 11 of the United States Code (the Bankruptcy Code ), and Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), Bayard, P.A. ( Bayard ) hereby seeks reasonable compensation in the above-captioned cases of Endeavour Operating Corporation (collectively, the Debtors ) for professional legal services rendered to the Official Committee of Unsecured Creditors (the Committee ) in the amount of $66, together with reimbursement for actual and necessary expenses incurred in the amount of $ for the period commencing January 1, 2015, through and including January 31, 2015 (the Compensation Period ). Pursuant to the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals Pursuant to Sections 105(a), 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016 and Local Rule [D.I. 154] (the Compensation Order ), Bayard seeks 80% reimbursement of its total reasonable and necessary fees incurred, in 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.a r.l. (2113). The Debtors' principal offices are located at 811 Main Street, Suite 2100, Houston, Texas {BAY: v1}

5 Case KJC Doc 470 Filed 03/02/15 Page 5 of 9 the amount of $53, together with 100% reimbursement for actual and necessary expenses incurred in the amount of $ for the Compensation Period. In further support of this Application, Bayard respectfully represents as follows: Jurisdiction and Venue 1. The Court has jurisdiction over this Application pursuant to 28 U.S.C and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, Venue is proper pursuant to 28 U.S.C and This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2) and may be determined by the Bankruptcy Court. 2. The statutory predicates for the relief requested herein are sections 330 and 331 of the Bankruptcy Code. Background 3. On October 10, 2014 (the Petition Date ), the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. 4. On January 20, 2015, this Court approved Bayard s retention as cocounsel to the Official Committee of Unsecured Creditors nunc pro tunc to December 11, 2014 [D.I. 370] (the Retention Order ). Relief Requested 5. Bayard submits this Application in accordance with this Court s Compensation Order. All services for which Bayard requests compensation were performed for, or on behalf of, the Committee. 6. This Application is the second monthly fee application filed by Bayard in these cases. In connection with the professional services rendered, by this Application Bayard seeks compensation in the amount of $66, and expense reimbursement of $ Attached hereto as Exhibit A is a detailed statement of hours spent rendering {BAY: v1} 2

6 Case KJC Doc 470 Filed 03/02/15 Page 6 of 9 legal services to the Committee supporting Bayard s request of $66, in compensation for fees incurred during the Compensation Period. Attached hereto as Exhibit B is a detailed list of disbursements made by Bayard supporting Bayard s request of $ in expense reimbursement for the Compensation Period. A description of the task codes used to categorize time spent by project category is attached as Exhibit C. 7. Given the nature and value of the services that Bayard provided to the Committee as described herein, the interim amounts sought under this Application are fair and reasonable under section 330 of the Bankruptcy Code. 8. Bayard has received no payment and no promises for payment from any source for services rendered in connection with these cases other than those in accordance with the Bankruptcy Rules. There is no agreement or understanding between Bayard and any other person (other than members of Bayard) for the sharing of compensation to be received for the services rendered in these cases. Summary of Services Rendered 9. In general, the services that Bayard rendered as counsel to the Committee, include, without limitation, the following: (a) (b) (c) (d) (e) representing the Committee at all hearings in these cases; reviewing pleadings and papers filed in these cases, when necessary and requested; drafting pleadings on behalf of the Committee, when necessary and requested; advising the Committee and co-counsel regarding practice and procedure in the United States Bankruptcy and District Courts for the District of Delaware; coordinating responsibility for filing and service of all pleadings of the Committee relative to these cases; {BAY: v1} 3

7 Case KJC Doc 470 Filed 03/02/15 Page 7 of 9 (f) (g) coordinating weekly (or more frequent) updating of docket sheets, critical dates, schedules and calendars and maintaining case and pleadings files; and assisting co-counsel in advising and representing the Committee in connection with its affairs and operations, when necessary and requested. 10. The services provided by Bayard during the Compensation Period are grouped into the categories set forth in Exhibit C. The attorneys and paralegals who rendered services relating to each category are identified in the above attachment and summaries of the hours and fees of each professional for the Compensation Period and the total compensation by project category are included in Exhibit B. Amounts Requested 11. For the Compensation Period, Bayard seeks 80% of its total compensation in the amount of $66, in connection with the professional services summarized above and detailed in Exhibit A. 12. Bayard incurred or disbursed the actual and necessary costs and expenses related to these cases in the amount of $ as further detailed in Exhibit B and summarized in the attachments hereto. Certification and Notice 13. Pursuant to Rule of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware, Bayard represents as follows with regard to its charges for actual and necessary costs and expenses during the Compensation Period: (a) (b) Copy, scanning and printing charges are $.10 per page, which charge is reasonable and customary in the legal industry representing costs of copy materials, outside service costs, acquisition, maintenance, storage and operation of copy machines, printers and copy center, together with a margin for recovery of lost expenditures. Incoming facsimiles are not billed. {BAY: v1} 4

8 Case KJC Doc 470 Filed 03/02/15 Page 8 of 9 (c) Out-going facsimiles are billed at the rate of $1.00 per page. The cost represents operator time, maintaining several dedicated facsimile telephone lines, supplies and equipment, and includes a margin for recovery of lost expenditures. Toll telephone charges are not billed. 14. In accordance with the factors enumerated in section 330 of the Bankruptcy Code, the amounts requested for compensation and expense reimbursement are fair and reasonable given: (a) the complexity of these cases; (b) the time expended; (c) the nature and extent of the services rendered; (d) the value of such services; and (e) the cost of comparable services other than in a case under the Bankruptcy Code. 15. The undersigned has reviewed the requirements of Local Rule , and certifies that this Application and the Exhibits attached hereto comply therewith and a copy of this Application has been sent to the notice parties set forth in the Compensation Order. WHEREFORE, Bayard requests approval of $66, as the total compensation for professional services rendered during the Compensation Period, 80% of which is to be paid upon the filing of a certificate of no objection, and the sum of $ for reimbursement of actual and necessary costs and expenses incurred by Bayard during the Compensation Period in these cases from January 1, 2015 through January 31, {BAY: v1} 5

9 Case KJC Doc 470 Filed 03/02/15 Page 9 of 9 Dated: March 2, 2015 Wilmington, DE BAYARD, P.A. /s/ Evan T. Miller Neil B. Glassman (No. 2087) Scott D. Cousins (No. 3079) Evan T. Miller (No. 5364) 222 Delaware Avenue, Suite 900 Wilmington, DE Tel: (302) Fax: (302) nglassman@bayardlaw.com scousins@bayardlaw.com emiller@bayardlaw.com Counsel for the Official Committee of Unsecured Creditors {BAY: v1} 6

10 Case KJC Doc Filed 03/02/15 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re ENDEAVOUR OPERATING CORPORATION, et al., 1 Debtors. Chapter 11 Case No (KJC) (Jointly Administered) Objection Deadline: March 23, 2015 at 4:00 p.m. Hearing Date: To be scheduled if necessary NOTICE OF APPLICATION PLEASE TAKE NOTICE that on March 2, 2015, Bayard, P.A. ( Bayard ) filed the Second Monthly Fee Application of Bayard, P.A. for Compensation for Services Rendered and Reimbursement of Expenses as Co-Counsel to the Official Committee of Unsecured Creditors for the Period from January 1, 2015 Through January 31, 2015 (the Application ). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application must be made in accordance with the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals Pursuant to Sections 105(a), 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016 and Local Rule [D.I. 154] (the Fee Procedures Order ) and must be filed with the Clerk of the Bankruptcy Court and be served upon (i) the above-captioned debtors (the Debtors ), Endeavour Operating Corporation, 811 Main Street, Suite 2100, Houston, TX 77002, (Attn: Catherine Stubbs and David Baggett); (ii) counsel to the Debtors, Weil, Gotshal & Manges, LLP, 200 Crescent Court, Suite 300, Dallas, TX 75201, (Attn: Stephen A. Youngman, Esq.) and Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 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.a r.l. (2113). The Debtors' principal offices are located at 811 Main Street, Suite 2100, Houston, Texas {BAY: v1}

11 Case KJC Doc Filed 03/02/15 Page 2 of , (Attn: Jessica Liou, Esq.); (iii) Delaware co-counsel to the Debtors, Richards, Layton & Finger, P.A., 920 North King Street, One Rodney Square, Wilmington, DE 19801, (Attn: Mark D. Collins, Esq.); (iv) the Office of The United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE (Attn: Tiiara Patton, Esq.); (v) counsel to certain of the holders of the 12% Notes due March 2018 and the 12% Notes due June 2018, Milbank, Tweed, Hadley & McCloy LLP, 1 Chase Manhattan Plaza, New York, NY (Attn: Dennis F. Dunne, Esq., Matthew S. Barr, Esq. and Michael E. Comerford, Esq.); (vi) counsel to certain of the holders of the 5.5% Convertible Senior Notes Due 2016 and the 6.5% Convertible Senior Notes due 2016, Brown Rudnick LLP, Seven Times Square, New York, NY (Attn: Robert J. Stark, Esq.); (vii) counsel to the holder of the 7.5% Guaranteed Convertible Bonds due 2016, Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY (Attn: Keith H. Wofford, Esq.); and (viii) counsel to the Official Committee of Unsecured Creditors, Thompson & Knight LLP, 1722 Routh Street, Suite 1500, Dallas, Texas (Attn: David M. Bennett); and (ix) Delaware co-counsel to the Official Committee of Unsecured Creditors, Bayard, P.A. 222 Delaware Avenue, Suite 900 Wilmington, DE (Attn: Neil Glassman) so as to be received by no later than March 23, 2015 at 4:00 p.m. (prevailing Eastern Time) (the Objection Deadline ). If any objections to the Application are filed, a hearing on the Application will be held before the Honorable Kevin J. Carey at the Bankruptcy Court, 824 Market Street, 5th Floor, Courtroom 5, Wilmington, Delaware 19801, at a date and time convenient to the Court. PLEASE TAKE FURTHER NOTICE that pursuant to the Fee Procedures Order, if no objection to the Application is timely filed and served by the Objection Deadline, {BAY: v1} 2

12 Case KJC Doc Filed 03/02/15 Page 3 of 3 Bayard may be paid 80 percent of the fees requested in the Application and 100 percent of the expenses requested in the Application without the need for further order of the Bankruptcy Court. IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: March 2, 2015 Wilmington, DE BAYARD, P.A. /s/ Evan T. Miller Neil B. Glassman (No. 2087) Scott D. Cousins (No. 3079) Evan T. Miller (No. 5364) 222 Delaware Avenue, Suite 900 Wilmington, DE Tel: (302) Fax: (302) nglassman@bayardlaw.com scousins@bayardlaw.com emiller@bayardlaw.com and THOMPSON & KNIGHT LLP Demetra L. Liggins (admitted pro hac vice) Three Allen Center 333 Clay Street, Suite 3300 Houston, TX Tel: (713) Fax: (832) Demetra.Liggins@tklaw.com THOMPSON & KNIGHT LLP David M. Bennett (admitted pro hac vice) Cassandra Sepanik Shoemaker (admitted pro hac vice) One Arts Plaza 1722 Routh Street, Suite 1500 Dallas, TX Tel: (214) Fax: (214) David.Bennett@tklaw.com Cassandra.Shoemaker@tklaw.com Counsel for the Official Committee of Unsecured Creditors {BAY: v1} 3

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