0001104659-04-006705.txt : 20040309 0001104659-04-006705.hdr.sgml : 20040309 20040308173210 ACCESSION NUMBER: 0001104659-04-006705 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20040309 GROUP MEMBERS: A.R. THANE RITCHIE GROUP MEMBERS: RAM CAPITAL INVESTMENTS, LTD. GROUP MEMBERS: RAM CAPITAL, L.L.C. GROUP MEMBERS: RAM TRADING, LTD. GROUP MEMBERS: RITCHIE CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: RITCHIE CAPITAL MANAGEMENT, LTD. GROUP MEMBERS: RITCHIE CAPITAL MULTI-STRATEGY FUND, L.L.C. GROUP MEMBERS: RITCHIE CAPITAL MULTI-STRATEGY FUND, LTD. GROUP MEMBERS: RITCHIE CAPITAL MULTI-STRATEGY TRADING, LTD. GROUP MEMBERS: RITCHIE LONG/SHORT FUND LTD. GROUP MEMBERS: RITCHIE LONG/SHORT TRADING, LTD. GROUP MEMBERS: RITCHIE MAPLE TRADING, LTD. GROUP MEMBERS: THR, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENDEAVOUR INTERNATIONAL CORP CENTRAL INDEX KEY: 0001112412 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 880448389 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62401 FILM NUMBER: 04655561 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET 2: SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-307-8700 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET 2: SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL SOUTHERN RESOURCES INC DATE OF NAME CHANGE: 20020816 FORMER COMPANY: FORMER CONFORMED NAME: EXPRESSIONS GRAPHICS INC DATE OF NAME CHANGE: 20000419 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RITCHIE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001109424 IRS NUMBER: 364193982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 210 E STATE STREET CITY: BATAVIA STATE: IL ZIP: 60510 BUSINESS PHONE: 6307612200 MAIL ADDRESS: STREET 1: 210 E STATE STREET CITY: BATAVIA STATE: IL ZIP: 60510 SC 13D 1 a04-3061_1sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )(1)

Endeavour International Corporation

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

212066104

(CUSIP Number)

2100 Enterprise Avenue
Geneva, Illinois 60134
Telephone: (630) 482-7157

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 26, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(1) The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 212066104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RAM Trading, Ltd. 980209437

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 4,134,361 shares of Common Stock

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 4,134,361 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,134,361 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.01%

	14.	Type of Reporting Person (See Instructions) CO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ritchie Maple Trading, Ltd. 98-0413044

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 4,134,361 shares of Common Stock

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 4,134,361 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,134,361 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.01%

	14.	Type of Reporting Person (See Instructions) CO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ritchie Capital Management, L.L.C. 364193982

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 4,134,361 shares of Common Stock

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 4,134,361 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,134,361 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.01%

	14.	Type of Reporting Person (See Instructions) OO; HC

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RAM Capital, L.L.C. 363971860

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Illinois

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 4,134,361 shares of Common Stock

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 4,134,361 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,134,361 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.01%

	14.	Type of Reporting Person (See Instructions) OO; HC

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RAM Capital Investments, Ltd. Not applicable

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 4,134,361 shares of Common Stock

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 4,134,361 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,134,361 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.01%

	14.	Type of Reporting Person (See Instructions) CO; HC

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) THR, Inc. 36-3958648

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Illinois

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 4,134,361 shares of Common Stock

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 4,134,361 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,134,361 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.01%

	14.	Type of Reporting Person (See Instructions) CO; HC

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) A.R. Thane Ritchie Not applicable

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization U.S.

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 4,134,361 shares of Common Stock

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 4,134,361 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,134,361 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.01%

	14.	Type of Reporting Person (See Instructions) IN; HC

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ritchie Long/Short Fund, Ltd. 20-0381544

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 4,134,361 shares of Common Stock

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 4,134,361 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,134,361 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.01%

	14.	Type of Reporting Person (See Instructions) OO; HC

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ritchie Long/Short Trading, Ltd. 98-0412684

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 4,134,361 shares of Common Stock

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 4,134,361 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,134,361 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.01%

	14.	Type of Reporting Person (See Instructions) OO; HC

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ritchie Capital Multi-Strategy Fund, L.L.C. 20-0472067

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 4,134,361 shares of Common Stock

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 4,134,361 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,134,361 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.01%

	14.	Type of Reporting Person (See Instructions) OO; HC

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ritchie Capital Multi-Strategy Fund, Ltd. 98-0413776

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 4,134,361 shares of Common Stock

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 4,134,361 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,134,361 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.01%

	14.	Type of Reporting Person (See Instructions) OO; HC

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ritchie Capital Multi-Strategy Trading, Ltd. 98-0413775

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 4,134,361 shares of Common Stock

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 4,134,361 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,134,361 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.01%

	14.	Type of Reporting Person (See Instructions) OO; HC

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ritchie Capital Management, Ltd. 98-0419723

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 4,134,361 shares of Common Stock

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 4,134,361 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,134,361 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.01%

	14.	Type of Reporting Person (See Instructions) OO; HC

Item 1.	Security and Issuer
The class of equity security to which this statement relates is the common stock of Endeavour International Corporation (formerly known as Continental Southern Resources Inc.), a Nevada corporation (the “Company”). The address of the principal executive offices of the issuer are 1001 Fannin, Suite 1700, Houston, TX 77002.
Item 2.	Identity and Background
This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Act Commission pursuant to Section 13 of the Securities Exchange Act of 1934 as amended.
(a)-(c) and (f):
RAM Trading, Ltd. is a Cayman Islands corporation and its principal business is proprietary trading. Its principal office and principal business are located at c/o Caledonian Bank & Trust Limited, Caledonian House, P.O. Box 1043, George Town, Grand Cayman.
Ritchie Maple Trading, Ltd. is a Cayman Islands corporation and its principal business is proprietary trading. Its principal office and principal business are located at c/o Caledonian Bank & Trust Limited, Caledonian House, P.O. Box 1043, George Town, Grand Cayman.
Ritchie Capital Management, L.L.C. is a Delaware limited liability company and its principal business is investment advisory services. Its principal office and principal business are located at 2100 Enterprise Avenue, Geneva, Illinois 60134.
RAM Capital, L.L.C. is an Illinois limited liability company and its principal business is proprietary trading. Its principal office and principal business are located at 2100 Enterprise Avenue, Geneva, Illinois 60134.
RAM Capital Investments, Ltd. is a Cayman Islands corporation and its principal business is proprietary trading. Its principal office and principal business are located at c/o Caledonian Bank & Trust Limited, Caledonian House, P.O. Box 1043, George Town, Grand Cayman.
THR, Inc. is an Illinois corporation and its principal business is investment activities. Its principal office and principal business are located at 2100 Enterprise Avenue, Geneva, Illinois 60134.
A.R. Thane Ritchie is an individual and a U.S. citizen. His principal occupation is CEO of Ritchie Capital Management, LLC. His business address and the address of his employer is 2100 Enterprise Avenue, Geneva, Illinois 60134.
Ritchie Capital Management, Ltd. is a Cayman Islands exempted company and its principal business is investment advisory services. Its principal office is located at c/o Huntlaw Corporate Services, Ltd., P.O. Box 365GT, Huntlaw Building, 75 Fort Street, George Town, Grand Cayman and its principal business is located at 2100 Enterprise Avenue, Geneva, Illinois 60134.
Ritchie Capital Multi-Strategy Fund, L.L.C. is a Delaware limited liability company and its principal business is proprietary trading. Its principal office and principal business are located at 2100 Enterprise Avenue, Geneva, Illinois 60134.
Ritchie Capital Multi-Strategy Fund, Ltd. is a Cayman Islands exempted company and its principal business is proprietary trading. Its principal office is located at c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman and its principal business is located at 2100 Enterprise Avenue, Geneva, Illinois 60134.
Ritchie Capital Multi-Strategy Trading, Ltd. is a Cayman Islands exempted company and its principal business is proprietary trading. Its principal office is located at c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman and its principal business is located at 2100 Enterprise Avenue, Geneva, Illinois 60134.
Ritchie Long/Short Fund, Ltd. is a Cayman Islands exempted company and its principal business is proprietary trading. Its principal office is located at c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman and its principal business is located at 2100 Enterprise Avenue, Geneva, Illinois 60134.
Ritchie Long/Short Trading, Ltd. is a Cayman Islands exempted company and its principal business is proprietary trading. Its principal office is located at c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman and its principal business is located at 2100 Enterprise Avenue, Geneva, Illinois 60134.
(d)-(e):
None of the foregoing entities or individual has during the past five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
None of the foregoing entities or individual was during the past five years a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of such proceeding such entity or individual was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.	Source and Amount of Funds or Other Consideration
The total amount of funds required by the Reporting Persons to purchase the 438,750 shares of common stock of the Company not previously reported on a Schedule 13G was $877,500. The source of the funds to purchase these shares was RAM Maple Trading, Ltd.’s cash on hand. The description contained in Item 4 of this Schedule 13D is also incorporated herein by reference.
Item 4.	Purpose of Transaction
1. On February 26, 2004, RAM Maple Trading, Ltd. purchased from the Company in a private placement transaction, 438,750 shares of common stock of the Company (the “Common Stock”) for an aggregate purchase price of $877,500. These shares were purchased in connection with a private placement conducted by the Company which resulted in the sale of 25 million shares of Common Stock at an aggregate purchase price of $50 million. The 438,750 shares purchased by RAM Maple Trading, Ltd. were purchased pursuant to a Subscription Agreement by and between RAM Maple Trading, Ltd. and the Company, offered on February 18, 2004 and accepted on February 26, 2004. A copy of this Subscription Agreement is attached hereto as Exhibit 99.1. In addition, in connection with the private placement, the investors, including RAM Maple Trading, Ltd. entered into a Registration Rights Agreement with the Company, a copy of which is attached hereto as Exhibit 99.3 and RAM Trading, Ltd. executed a Lock-Up Agreement which restricts its ability to sell certain shares of Common Stock for a period of one year from the closing of the private placement. A copy of the Lock-Up Agreement is attached hereto as Exhibit 99.2.
In connection with the private placement, all of the Company’s outstanding shares of Series C Preferred Stock were converted into shares of Common Stock, including 175,000 shares of Series C Preferred Stock held by the Reporting Persons which were converted into an aggregate of 1,029,411 shares of Common Stock.
The percentage of the outstanding shares of Common Stock owned by the Reporting Persons after giving effect to the purchase of these shares was 6.01%.
2. On February 26, 2004, RAM Trading, Ltd. purchased 13,440,853 shares of Common Stock and 103,500.07 shares of the Company’s Series B Preferred Stock from Lancer Offshore, Inc., a British Virgin Islands company (“Lancer Offshore”) and 656,819 shares of Common Stock from Lancer Partmers, L.P. (“Lancer Partners”) (collectively, the “Lancer Shares”). The aggregate purchase price for these shares was $5,280,948. The Lancer Shares were purchased pursuant to a Stock Acquisition Agreement among RAM Trading, Ltd., Lancer Offshore and Lancer Partners dated as of December 16, 2003, as amended on December 30, 2003 (the “Lancer Agreement”). Copies of the Lancer Agreement and the Amendment to the Lancer Agreement are attached hereto as Exhibits 99.4 and 99.5, respectively.
According to a Schedule 13D filed by Marty Steinberg on December 9, 2003, (i) Marty Steinberg was appointed as receiver for Lancer Management Group II, LLC, a Connecticut limited partnership (“LMG II”), Lancer Offshore and as the party in control of Lancer Partners (LMG II, Lancer Offshore, and Lancer Partners are sometimes collectively referred to herein as the “Receivership Entities”) pursuant to an Order Appointing Receiver entered on July 10, 2003 by Judge Zloch of the United States Court for the Southern District of Florida (the “District Court”) and (ii) pursuant to an order entered on July 25, 2003 by Judge Shiff of the United States Bankruptcy Court for the District of Connecticut Bridgeport Division (the “Bankruptcy Court”) in an action styled In Re: Lancer Partners, Limited Partnership, Case No. 03-50492, Marty Steinberg was designated the person in control of Lancer Partners by virtue of his status as the Receiver for LMG II. The District Court approved the sale of the Lancer Shares to RAM Trading, Ltd. pursuant to an order entered into by Judge Zloch on January 26, 2004 and the Bankruptcy Court approved the sale of the Lancer Shares to RAM Trading, Ltd. pursuant to an order entered into by Judge Shiff on January 22, 2004, each of these approvals was a condition to RAM Trading, Ltd.’s obligation to purchase the Lancer Shares under the Lancer Agreement. The percentage of the outstanding shares of Common Stock owned by the Reporting Persons after giving effect to the purchase of the Lancer Shares, was 26.51%.
3. On February 26, 2004, RAM Trading, Ltd. sold the Lancer Shares to the Company for an aggregate purchase price of $5,330,948. The Lancer Shares were sold to the Company pursuant to a Stock Acquisition Agreement between the Company and RAM Trading, Ltd. dated as of December 16, 2003, as amended

on December 30, 2003, copies of which are attached hereto as Exhibits 99.6 and 99.7. The Lancer Shares purchased by the Company were then cancelled. The percentage of the outstanding shares of Common Stock owned by the Reporting Persons after giving effect to the purchase of the Lancer Shares is 6.01%.
The Reporting Persons are filing on Schedule 13D because their ownership of the Company’s Common Shares exceeded 20% during the course of February 26, 2004, although the percentage was reduced to 6.01% by the end of February 26, 2004.
Item 5.	Interest in Securities of the Issuer
As of the date hereof, the Reporting Persons beneficially own an aggregate of 4,134,361 shares of Common Stock, or approximately 6.01% of the total number of shares of Common Stock outstanding.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except for the agreements described in Item 4 of this Schedule 13D, which are hereby incorporated herein by reference, there are no other contracts, arrangements or other understandings with respect to the securities of the Company.
Item 7.	Material to Be Filed as Exhibits

Exhibit		Title

99.1		Subscription Agreement by and between RAM Trading, Ltd. and Continental Southern Resources, Inc., offered on February 18, 2004 and accepted on February 26, 2004

99.2		Registration Rights Agreement by and among Continental Southern Resources, Inc. and the signatories thereto dated as of February 26, 2004

99.3		Confidential Lock-Up Agreement executed by RAM Trading, Ltd. on February 26, 2004

99.4		Stock Acquisition Agreement among RAM Trading, Ltd., Lancer Offshore, Inc. and Lancer Partners, L.P. dated as of December 16, 2003

99.5		Amendment to the Stock Acquisition Agreement among RAM Trading, Ltd., Lancer Offshore, Inc. and Lancer Partners, L.P. dated as of December 30, 2003

99.6		Stock Acquisition Agreement between Continental Southern Resources, Inc. and RAM Trading, Ltd. dated as of December 16, 2003

99.7		Amendment to the Stock Acquisition Agreement between Continental Southern Resources, Inc. and RAM Trading, Ltd. dated as of December 30, 2003

99.8		Schedule 13D Joint Filing Agreement, dated March 5, 2004 by and among RAM Trading, Ltd., Ritchie Maple Trading, Ltd., Ritchie Capital Management, L.L.C., RAM Capital, L.L.C., RAM Capital Investments, Ltd., THR, Inc., and A.R. Thane Ritchie.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 5, 2004

RITCHIE TRADING , LTD.		RAM MAPLE TRADING, LTD.

By: Ritchie Capital Management, L.L.C., its Investment Manager		By: Ritchie Capital Management, L.L.C., its Sub-Advisor


By:	/s/ A.R. Thane Ritchie	By:	/s/ A.R. Thane Ritchie
Name: A.R. Thane Ritchie		Name: A.R. Thane Ritchie
Title: Chief Executive Officer		Title: Chief Executive Officer

RITCHIE CAPITAL MANAGEMENT, L.L.C.		RAM CAPITAL, L.L.C.

By: Ritchie Capital Management, L.L.C.		By: Ritchie Capital Management, L.L.C., its Investment Manager

By:	/s/ A.R. Thane Ritchie	By:	/s/ A.R. Thane Ritchie
Name: A.R. Thane Ritchie		Name: A.R. Thane Ritchie
Title: Chief Executive Officer		Title: Chief Executive Officer

RAM CAPITAL INVESTMENTS, LTD.		THR, INC.

By: Ritchie Capital Management, L.L.C. Investment Manager		By: Ritchie Capital Management, L.L.C., its Investment Manager


By:	/s/ A.R. Thane Ritchie	By:	/s/ A.R. Thane Ritchie
Name: A.R. Thane Ritchie		A.R. Thane Ritchie
Title: Chief Executive Officer

A.R. THANE RITCHIE

/s/ A.R. Thane Ritchie
A.R. Thane Ritchie

RITCHIE CAPITAL MANAGEMENT, LTD.		RITCHIE CAPITAL MULTI-STRATEGY FUND, L.L.C.

By: Ritchie Capital Management, Ltd.		By: Ritchie Capital Management, L.L.C., its Sub-Advisor


By:	/s/ Don Seymour	By:	/s/ A.R. Thane Ritchie
Name: Don Seymour		Name: A.R. Thane Ritchie
Title: Director		Title: Chief Executive Officer

RITCHIE CAPITAL MULTI-STRATEGY		RITCHIE CAPITAL MULTI-STRATEGY
TRADING, LTD		FUND, LTD.

By: Ritchie Capital Management, L.L.C., its Sub-Advisor		By: Ritchie Capital Management, L.L.C., its Sub-Advisor

By:	/s/ A.R. Thane Ritchie	By:	/s/ A.R. Thane Ritchie
Name: A.R. Thane Ritchie		Name: A.R. Thane Ritchie
Title: Chief Executive Officer		Title: Chief Executive Officer

RITCHIE LONG/SHORT FUND, LTD.		RITCHIE LONG/SHORT TRADING, LTD.

By: Ritchie Capital Management, L.L.C., its Sub-Advisor		By: Ritchie Capital Management, L.L.C., its Sub-Advisor

By:	/s/ A.R. Thane Ritchie	By:	/s/ A.R. Thane Ritchie
Name: A.R. Thane Ritchie		Name: A.R. Thane Ritchie
Title: Chief Executive Officer		Title: Chief Executive Officer

RAM TRADING , LTD.		RITCHIE MAPLE TRADING, LTD.

By: Ritchie Capital Management, L.L.C., its Investment Manager		By: Ritchie Capital Management, L.L.C., its Sub-Advisor

By:	/s/ A.R. Thane Ritchie	By:	/s/ A.R. Thane Ritchie
Name: A.R. Thane Ritchie		Name: A.R. Thane Ritchie
Title: Chief Executive Officer		Title: Chief Executive Officer

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be riled with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.

The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EX-99.1 3 a04-3061_1ex99d1.htm EX-99.1

Exhibit 99.1

Personal and Confidential

THE COMMON STOCK OF CONTINENTAL SOUTHERN RESOURCES, INC. (“CSOR”) CONSTITUTES SECURITIES THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE SECURITIES LAWS OF ANY STATE . THE COMMON STOCK MAY NOT, AT ANY TIME, BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE ACT AND STATE LAWS, OR DELIVERY TO CSOR OF AN OPINION OF LEGAL COUNSEL SATISFACTORY TO CSOR THAT SUCH REGISTRATION IS NOT REQUIRED. RESTRICTIONS ON TRANSFER WILL BE IMPRINTED ON THE DOCUMENTS EVIDENCING THE COMMON STOCK TO THE FOREGOING EFFECTS.

THE PURCHASE OF COMMON STOCK INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF LOSING THEIR ENTIRE INVESTMENT

CONTINENTAL SOUTHERN RESOURCES, INC.

Common Stock, par value $.001 per share

SUBSCRIPTION AGREEMENT

Continental Southern Resources, Inc.

Attention: Stephen P. Harrington

111 Presidential Blvd., Suite 158A

Bala Cynwyd, PA 19004

Ladies and Gentlemen:

This will confirm my agreement to become a stockholder of Continental Southern Resources, Inc. (“CSOR”) and to purchase shares of common stock, par value $.001 per share, in CSOR (the “Common Stock”). I/we hereby acknowledge receipt of the Confidential Private Placement Memorandum dated January 23, 2004 (the “Memorandum”), with respect to CSOR. The Memorandum describes the terms under which the Common Stock is being offered to subscribers.

1. Subscription and Sale.

1.1 Subscription. Subject to the terms and conditions of this Agreement and the provisions of the Memorandum, I/we irrevocably subscribe for, and agree to purchase the number of shares of Common Stock of CSOR for the subscription price indicated on the Signature Page. I am/we are tendering to CSOR (a) a completed, signed, and dated copy of this Agreement, (b) a completed, signed, and dated Purchaser’s Questionnaire, and (c) a certified check or bank check in the amount of the subscription price (or I am/we are concurrently wire transferring such amount to the Escrow Agent).

1.2 Acceptance or Rejection of Subscription. All funds tendered by me/us will be held in a segregated subscription account pending acceptance or rejection of this Agreement and the closing of my/our purchase of the Common Stock. This Agreement will either be accepted, in whole or in part, subject to the prior sale of the Common Stock, or rejected, by CSOR as promptly as practicable. If this Agreement is accepted only in part, I/we agree to purchase such smaller number of shares of Common Stock as CSOR determines to sell to me/us. If this Agreement is rejected for any reason, including, the termination of the offering of the Common Stock by CSOR, this Agreement and all funds tendered with it will be promptly returned to me/us, without interest or deduction of any kind, and this Agreement will be

void and of no further force or effect. Deposit and collection of the check tendered, or receipt of funds wired, with this Agreement will not constitute acceptance of this Agreement.

1.3 Closing. Subscriptions will be accepted at one or more closings, as described in the Memorandum. On closing, the subscription evidenced hereby, if not previously rejected, will, in reliance on my/our representations and warranties, be accepted, in whole or in part, and CSOR will execute a copy of this Agreement and return it to me/us. If my/our subscription is accepted only in part, this Agreement will be marked to indicate such fact, and CSOR will return to me/us the portion of the funds tendered by me/us representing the unaccepted portion of my/our subscription, without interest or deduction of any kind. The Common Stock subscribed for will not be deemed to be issued to, or owned by, me/us until CSOR has accepted this Agreement.

2. Representations, Warranties, and Covenants of the Purchaser. I/we represent, warrant, and covenant to CSOR that:

2.1 General:

(a) If I am a natural person, I have the legal capacity and all requisite authority to enter into, execute, and deliver the Transaction Documents (as hereinafter defined), to purchase the Common Stock, and to perform all the obligations required to be performed by me thereunder. If we are a corporation, partnership, limited liability company, trust, estate, or other entity, we are authorized to purchase the Common Stock and otherwise to comply with our obligations under the Transaction Documents. The person signing this Agreement on behalf of such entity is duly authorized by such entity to do so. The Transaction Documents are my/our valid and binding agreements and enforceable against me/us in accordance with their terms.

(b) My/our principal residence is in the jurisdiction indicated herein, or if we are a corporation, partnership, limited liability company, trust, estate, or other entity, we are organized and qualified under the law of the state indicated below and I/we have no intention of becoming a resident or domiciliary of any jurisdiction other than the one indicated by our address.

(c) I am/we are subscribing to purchase the Common Stock solely for my/our own account, for investment, and not with a view to, or for resale in connection with, any distribution. I am/we are not acquiring the Common Stock as an agent or otherwise for any other person.

2.2 Information Concerning the Offering:

(a) I/we have received, carefully read, and understood the Memorandum. I/we have not been furnished any offering literature other than the Memorandum and the Exhibits attached thereto and have relied only on the information contained therein and my/our own due diligence efforts and inquiries with respect to the Offering. The Common Stock was not offered to me/us by any means of general solicitation or general advertising.

(b) I/we understand that the offering of the Common Stock is being made without registration of the Common Stock under the Securities Act of 1933, as amended (the “Act”), or any state securities or blue sky laws in reliance on exemptions from such registration, and that such reliance is based in part on my representations and warranties set forth in this Section 2 and on the information set forth in the Purchaser’s Questionnaire tendered by me/us to CSOR with this Agreement.

(c) In formulating a decision to invest in the Common Stock, I/we (and my/our Purchaser Representative (as defined in Rule 501(h) of Regulation D under the Act), if any) have been given the opportunity to ask questions of, and to obtain any information necessary to permit me to verify the accuracy of the information set forth in the Memorandum from, representatives of CSOR and have been furnished all such information so requested. I/we have not relied or acted on the basis of any representations or other information purported to be given on behalf of CSOR except as set forth in the Memorandum (it being understood that no person has been authorized by CSOR to furnish any representations or other information except as set forth in the Memorandum).

(d) I/we understand that the purchase of the shares of Common Stock involves various risks and that an investment in CSOR should be regarded as speculative and involving a high degree of risk. I am/we are fully aware of the nature of my investment in CSOR and the lack of liquidity of an investment in the shares of Common Stock being offered pursuant to the Offering, because the shares may not be sold, transferred, or otherwise disposed of except pursuant to an effective registration statement under the Act or an exemption from such registration, and that in the absence of such registration or exemption, the shares of Common Stock must be held indefinitely.

(e) I/we understand that no federal or state agency has passed upon the Common Stock of CSOR or made any finding or determination concerning the fairness or advisability of an investment in CSOR.

2.3 Status of Subscriber, Additional Information:

(a) If we are a corporation, partnership, limited liability company, trust, estate, or other entity, we are an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Act (see the Purchaser’s Questionnaire for a list of the types of accredited investors) and meet the experience standards set forth in Section 2.3(b) below. If I am a natural person, I am at least 21 years of age and am an “accredited investor” and meet the experience standards set forth in Section 2.3(b) below.

(b) I (together with my Purchaser Representative, if any), or if we are a corporation, partnership, limited liability company, trust, estate, or other entity, we by and through our officers, directors, trustees, managers, partners, employees, or other advisors, (i) are experienced in evaluating companies such as CSOR, (ii) have determined that the shares of Common Stock are a suitable investment for me/us, and (iii) have such knowledge, skill, and experience in business, financial, and investment matters so that I am/we are capable of evaluating the merits and risks of an investment in the Common Stock. To the extent necessary, I/we have retained, at my/our expense, and relied upon, appropriate professional advice regarding the investment, tax, and legal merits and consequences of this Agreement and owning the Common Stock, and I/we and my/our advisers or representatives have investigated my/our investment in CSOR to the extent I/we and they have deemed advisable. I/we have the financial ability to bear the economic risks of our entire investment for an indefinite period and no need for liquidity with respect to our investment in CSOR, and, if I a natural person, I have adequate means for providing for my current needs and personal contingencies.

(c) I/we agree to furnish any additional information requested to assure compliance with the Act and state securities laws in connection with the purchase and sale of the Common Stock. If there is any material change in the information I/we are furnishing hereunder prior to the

date this Agreement is accepted, I/we will immediately furnish such revised or corrected information to CSOR.

2.4 Restrictions on Transfer or Sale of the Common Stock:

(a) I /we will not sell, assign, pledge, give, transfer, or otherwise dispose of any the Common Stock or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Common Stock under the Act and applicable state securities laws or in a transaction that is exempt from the registration provisions of the Act and any applicable state securities laws. I/we understand that CSOR will not be under any obligation to register the Common Stock under the Act or any state securities law (except as provided in the Registration Rights Agreement (as hereinafter defined)) or to comply with the terms of any exemption provided under the Act or any state securities law with respect to the Common Stock.

(b) I/we have not offered or sold any portion of my/our Common Stock and have no present intention of dividing my/our Common Stock with others or of reselling or otherwise disposing of any portion of my/our shares of Common Stock either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance.

2.5 Independent Nature of Investor’s Obligations and Rights. My/our obligations under this Agreement, the Registration Rights Agreement, and any other documents delivered in connection herewith and therewith (collectively, the “Transaction Documents”) are several and not joint with the obligations of any other purchaser of Shares, and I/we shall not be responsible in any way for the performance of the obligations of any other purchaser of Shares under any Transaction Document. My/our decision to purchase Shares pursuant to the Transaction Documents has been made by me/us independently of any other purchaser of Shares. Nothing contained herein or in any Transaction Document, and no action taken by any purchaser of Shares pursuant thereto, shall be deemed to constitute such purchasers as a partnership, an association, a joint venture, or any other kind of entity, or create a presumption that the purchasers of Shares are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Document. I/we acknowledge that no other purchaser of Shares has acted as agent for me/us in connection with making my/our investment hereunder and that no other purchaser of Shares will be acting as my/our agent in connection with monitoring my/our investment in the Shares or enforcing my/our rights under the Transaction Documents. I/we shall be entitled to independently protect and enforce my/our rights, including without limitation the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other purchaser of Shares to be joined as an additional party in any proceeding for such purpose.

2.6 Due Authority, Etc. If we are a corporation, partnership, limited liability company, trust, estate, or other entity: (a) we are duly organized, validly existing, and in good standing under the laws of the jurisdiction of our formation and have all requisite power and authority to own our properties and assets and to carry on our business, and at CSOR’s request, will furnish it with copies of our organizational documents, (b) we have the requisite power and authority to execute the Transaction Documents and to carry out the transactions contemplated hereby, (c) our execution and performance of the Transaction Documents do not and will not result in any violation of, or conflict with, any term of our charter, bylaws, partnership agreement, operating agreement or regulations, or indenture of trust, as the case may be, or any instrument to which we are a party or by which we are bound or any law or regulation applicable to us, (d) our execution and performance of the Transaction Documents has been duly authorized by all necessary corporate, partnership, or other action, (e) we were not specifically formed to invest in CSOR, and (f) the individual who has executed the Transaction Documents on our

behalf was duly authorized to do so by all requisite corporate, partnership, or other action and, on request of CSOR, we will furnish appropriate evidence of the authority of such individual to act on our behalf.

2.7 Valid Obligation. This Agreement has been duly executed and delivered me/us or on our behalf and, if and when accepted by CSOR, in whole or in part, will constitute my/our legal, valid, and binding obligations, enforceable in accordance with their respective terms (except as limited by principles of equity or bankruptcy, insolvency, or other similar laws affecting enforcement of creditors’ rights generally).

2.8 ERISA Matters. If we are an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”):

(a) We and our plan fiduciaries are not affiliated with, and are independent of CSOR, and are informed of and understand CSOR’s investment objectives, policies, and strategies.

(b) We represent that the purchase of the Common Stock will not involve any transaction that is subject to the prohibition of Section 406 of ERISA or in connection with which a penalty could be imposed under Section 502(i) of ERISA or a tax could be imposed pursuant to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”).

(i) in making the proposed investment, is aware of and has taken into consideration the diversification requirements of Section 404(a)(1)(C) of ERISA; and

(ii) has concluded that the proposed investment in CSOR is prudent and is consistent with the other applicable fiduciary responsibilities under ERISA.

(d) This Agreement has been duly executed on our behalf by a duly designated Named Fiduciary (within the meaning of Section 402(a)(2) of ERISA).

(e) If we are an individual retirement account (IRA) or employee benefit plan not subject to Title I of ERISA, such as a governmental or church plan, the owner of the individual retirement account or other fiduciary directing the investment of the plan has concluded that the proposed investment in Shares of Common Stock is prudent and consistent with its fiduciary responsibilities, if any.

2.9 Fees and Commissions. No fees or commissions have been paid or are payable by me/us in connection with this Agreement and the issuance of shares of Common Stock to me/us.

3. Registration Rights Agreement; Power of Attorney. I/we further agree to be bound by the terms of and hereby execute the Registration Rights Agreement among CSOR and the purchasers of the shares of Common Stock of CSOR being offered pursuant to the Offering (the “Registration Rights Agreement”). By signing below, I/we irrevocably constitute and appoint Sanders Morris Harris Inc., a Texas corporation (“SMH”), as my/our true and lawful agent and attorney-in-fact with full power of substitution and full power and authority in my/our name, place, and stead to execute and deliver the Registration Rights Agreement and to take such actions as may be necessary or appropriate to carry out the terms of the Registration Rights Agreement. The power of attorney hereby granted will be deemed coupled with an interest, will be irrevocable, and will survive and not be affected by my/our subsequent death, incapacity, dissolution, insolvency, or termination or any delivery by me/us of an assignment in

whole or in part of my/our shares of Common Stock. The foregoing power of attorney may be exercised by SMH either by signing separately or jointly as attorney-in-fact for each or all of the subscribers for the Common Stock or by a single signature of SMH acting as attorney-in-fact for all of them. CSOR may rely and act upon any writing believed in good faith to be signed by SMH or any authorized representative of SMH, and may assume that all actions of SMH and any authorized representative of SMH have been duly authorized by me/us.

4. Waiver, Amendment, Binding Effect. Neither this Agreement nor any provisions hereof shall be modified, changed, discharged, or terminated except by an instrument in writing, signed by the party against whom any waiver, change, discharge, or termination is sought. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns.

5. Assignability. Neither this Agreement nor any right, remedy, obligation, or liability arising hereunder or by reason hereof shall be assignable by CSOR or me/us without the prior written consent of the other.

6. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF TEXAS, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

7. Counterparts. This Agreement may be executed in any number of counterparts and by facsimile, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

8. Notices. All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid:

(a)	If to CSOR, to it at the following address:

	Continental Southern Resources, Inc.
	111 Presidential Boulevard, Suite 158A
	Bala Cynwyd, Pennsylvania 19004
	Attn: Stephen P. Harrington

(b)	If to me/us at the address set forth on the signature page hereto;

or at such other address as either party shall have specified by notice in writing to the other.

9. Survival. All representations, warranties, and covenants contained in this Agreement shall survive (i) the acceptance of the Subscription by CSOR, (ii) changes in the transactions, documents and instruments described in the Memorandum, and (iii) my death or disability.

10. Notification of Changes. I/we hereby covenant and agree to notify CSOR upon the occurrence of any event prior to the closing of the purchase of the shares of Common Stock pursuant to this Agreement, which would cause any representation, warranty, or covenant by me/us contained in this Agreement to be false or incorrect.

11. Purchase Payment. The purchase price is being paid herewith by delivery of either cash or check payable to “Continental Southern Resources, Inc. Escrow Account.” All payments made as provided in this Paragraph 11 shall be deposited as soon as practicable and held in a segregated escrow account until the earlier to occur of (a) the sale of all of the securities in this Offering or (b) the termination of this Offering.

CONTINENTAL SOUTHERN RESOURCES, INC.
Subscription Agreement
Signature Page

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on February 18, 2004.

NUMBER OF SHARES OF COMMON STOCK SUBSCRIBED FOR:	438,750
AMOUNT OF SUBSCRIPTION ($2.00 PER SHARE):	$	877,500

NAME OF SUBSCRIBER(S):

(1)	Ritchie Maple Trading Ltd.	Signature:		/s/James R. Park
	(Please print name)		Date:
			Name:			James R. Park
			Title:		VP Ritchie Capital Management, LLC
					Investment Advisor to Ritchie Maple Trading, Ltd.

Joint Tenant/Tenant in Common (if applicable):

(2)		Signature:
	(Please print name)		Date:

ADDRESS (including mailing address, if applicable):

	c/o RCM LLC
	2100 Enterprise Avenue
	Genneva, IL

TAXPAYER I.D. NUMBER OR SOCIAL SECURITY NUMBER OF EACH SUBSCRIBER:

TYPE OF OWNERSHIP

o Individual

o Tenants in common

o Joint tenants with right of survivorship

o Community property (check only if resident of community property state)

o Partnership (1)

o Corporation (2)

o Trust (3)

o Limited Liability Company (4)

o Employee Benefit Plan under ERISA

o Other (please specify: )

(1) Please enclose a copy of the partnership agreement and a current list of all partners.

(2) Please enclose a copy of the articles or certificate of incorporation, bylaws, and a resolution authorizing this investment and indicating the authority of the signatory hereto.

(3) Please enclose a copy of the trust instrument.

4. Please enclose a copy of the articles of formation and members’ agreement or regulations.

CONTINENTAL SOUTHERN RESOURCES, INC.

Acceptance of Subscription

Agreed and accepted as to $877,500			Dated: 2/26/04


	CONTINENTAL SOUTHERN RESOURCES, INC.


	By:	/s/Stephen P. Harrington
	Name: Stephen P. Harrington
	Its: President

EX-99.2 4 a04-3061_1ex99d2.htm EX-99.2

Exhibit 99.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the “Agreement”) is made and entered into as of February 26, 2004 (the “Effective Date”) among Continental Southern Resources, Inc., a Nevada corporation (the “Company”), and the parties set forth on Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”).

R E C I T A L S:

A. Concurrent with the execution hereof, the Purchasers have either purchased shares of the Company’s Common Stock (as defined below) pursuant to conversions of promissory notes or convertible preferred stock or currently own shares of Common Stock.

B. Concurrent with the execution hereof, the Company will conduct a closing of a private placement (the “Private Placement”) of at least 22,500,000 shares of Common Stock pursuant to that certain Private Placement Memorandum dated January 23, 2004, as amended to date (the “PPM”), pursuant to Subscription Agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) by and between the Company and each purchaser in the Private Placement (collectively and together with their successors and permitted assigns, the “Private Placement Purchasers”).

B. The Company and the Purchasers desire to set forth the registration rights to be granted by the Company to the Purchasers.

Now, Therefore, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein and in the Subscription Agreements, the parties mutually agree as follows:

A G R E E M E N T:

1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

“Blackout Period” means, with respect to a registration, a period in each case commencing on the day immediately after the Company notifies the Purchasers that they are required, pursuant to Section 4(f), to suspend offers and sales of Registrable Securities during which the Company, in the good faith judgment of its Board of Directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company’s control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such registration statement, if any, would be seriously detrimental to the Company and its shareholders and ending on the earlier of (1) the date upon which the material non-public information commencing the

Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that the Company will no longer delay such filing of the Registration Statement, recommence taking steps to make such Registration Statement effective, or allow sales pursuant to such Registration Statement to resume; provided, however, that (a) the Company shall limit its use of Blackout Periods, in the aggregate, to 60 Trading Days in any 12-month period and (b) no Blackout Period may commence sooner than 60 days after the end of a prior Blackout Period.

“Business Day” means any day of the year, other than a Saturday, Sunday, or other day on which the Commission is required or authorized to close.

“Closing Date” means February 19, 2004, or such other time as is mutually agreed between the Company and the Private Placement Purchasers for the closing of the Placement.

“Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“Common Stock” means the common stock, par value $.001 per share, of the Company and any and all shares of capital stock or other equity securities of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws of any state or other governmental authority, with which the Company is merged, which results from any consolidation or reorganization to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company own equity securities having in the aggregate more than 50% of the total voting power of such other corporation.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Family Member” means (a) with respect to any individual, such individual’s spouse, any descendants (whether natural or adopted), any trust all of the beneficial interests of which are owned by any of such individuals or by any of such individuals together with any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any such individual, and any corporation, association, partnership or limited liability company all of the equity interests of which are owned by those above described individuals, trusts or organizations and (b) with respect to any trust, the owners of the beneficial interests of such trust.

“Form S-1” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the Commission, which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the Commission.

“Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the Commission, which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the Commission.

“Holder” means each Purchaser or any of such Purchaser’s respective successors and Permitted Assigns who acquire rights in accordance with this Agreement with respect to the Registrable Securities directly or indirectly from a Purchaser, including from any Permitted Assignee.

“Inspector” means any attorney, accountant, or other agent retained by a Purchaser for the purposes provided in Section 4(j).

“Majority Holders” means at any time Holders of a majority of the Registrable Securities.

“Permitted Assignee” means (a) with respect to a partnership, its partners or former partners in accordance with their partnership interests, (b) with respect to a corporation, its shareholders in accordance with their interest in the corporation, (c) with respect to a limited liability company, its members or former members in accordance with their interest in the limited liability company, (d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls, or is under common control with a transferor, or (f) a party to this Agreement.

The terms “register,” “registered,” and “registration” refers to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

“Private Placement Purchasers Registration Rights Agreement” means that certain registration rights agreement by and between the Company and the Private Placement Purchasers in substantially the form attached hereto as Exhibit B.

“Registrable Securities” means shares of Common Stock issued to each Purchaser pursuant to the conversions described in Recital A or owned of record or beneficially by such Holder on the Closing Date as set forth on Exhibit A hereto, excluding (i) any Registrable Securities that have been publicly sold or may be sold immediately without registration under the Securities Act either pursuant to Rule 144 of the Securities Act or otherwise; (ii) any Registrable Securities sold by a person in a transaction pursuant to a registration statement filed under the Securities Act or (iii) any Registrable Securities that are at the time subject to an effective registration statement under the Securities Act.

“Registration Statement” means the registration statement required to be filed by the Company pursuant to Section 3(a) of the Private Placement Purchasers Registration Rights Agreement or a registration statement pursuant to which the Private Placement Purchasers have a right to be included in pursuant to Section 3(b) of the Private Placement Purchasers Registration

Rights Agreement.

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“SEC Effective Date” means the date the Registration Statement is declared effective by the Commission.

“Trading Day” means a day on whichever (a) the national securities exchange, (b) the Nasdaq Stock Market, or (c) such other securities market, in any such case which at the time constitutes the principal securities market for the Common Stock, is open for general trading of securities.

2. Term. This Agreement shall continue in full force and effect for a period of two (2) years from the Effective Date, unless terminated sooner hereunder.

3. Registration.

(a) Intentionally omitted.

(b) Piggyback Registration. If the Company files a Registration Statement, the Company shall promptly give to the Holders written notice thereof (and in no event shall such notice be given less than 20 calendar days prior to the filing of such registration statement), and shall, subject to Section 3(c), include in such registration (and any related qualification under blue sky laws or other compliance) (a “Piggyback Registration”), all of the Registrable Securities specified in a written request or requests, made within 10 calendar days after receipt of such written notice from the Company, by any Holder or Holders. However, the Company may, without the consent of the Holders, withdraw such registration statement prior to its becoming effective if the Company, the Private Placement Purchasers or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby.

(c) Underwriting. If a Piggyback Registration is for a registered public offering involving an underwriting, the Company shall so advise the Holders in writing or as a part of the written notice given pursuant to Section 3(b). In such event the right of any Holder to registration pursuant to Section 3(b) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and any other shareholders of the Company distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company or selling shareholders, as applicable. Notwithstanding any other provision of this Section 3(c), if the underwriter or the Company determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all

Holders (except those Holders who failed to timely elect to distribute their Registrable Securities through such underwriting or have indicated to the Company their decision not to do so), and the number of shares of Registrable Securities that may be included in the registration and underwriting, if any, shall be allocated among such Holders as follows:

(i) In the event of a Piggyback Registration that is initiated by the Company, the number of shares that may be included in the registration and underwriting shall be allocated first to the Company, second, subject to obligations and commitments existing as of the date hereof, to the Private Placement Purchasers who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included and third, all other selling shareholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included; and

(ii) In the event of a Piggyback Registration that is initiated by the exercise of demand registration rights by the Private Placement Purchasers, then the number of shares that may be included in the registration and underwriting shall be allocated first to the Private Placement Purchasers and then, subject to obligations and commitments existing as of the date hereof, to all other selling shareholders, including the Holders, who have requested to sell in the registration, on a pro rata basis according to the number of shares requested to be included; and

(iii) In the event of a Piggyback Registration that is initiated by the exercise of demand registration rights by any other shareholder or shareholders of the Company, then the number of shares that may be included in the registration and underwriting shall be allocated first to such selling shareholders who exercised such demand, second, subject to obligations and commitments existing as of the date hereof, to the Private Placement Purchasers who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included and third, subject to obligations and commitments existing as of the date hereof, to all other selling shareholders, including the Holders, who have requested to sell in the registration, on a pro rata basis according to the number of shares requested to be included.

No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities and/or other securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that, if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities pursuant to the terms and limitations set forth herein in the same proportion used above in determining the underwriter limitation.

4. Registration Procedures. In the case of each registration, qualification, or compliance effected by the Company pursuant to Section 3 hereof, the Company will keep each Holder including securities therein reasonably advised in writing (which may include e-mail) as to the initiation of each registration, qualification, and compliance and as to the completion thereof. With respect to any registration statement filed pursuant to Section 3, the Company will use its commercially reasonable best efforts to:

(a) prepare and file with the Commission with respect to such Registrable Securities, a registration statement on Form S-1, Form S-3, or any other form for which the Company then qualifies or which counsel for the Company shall deem appropriate, and which form shall be available for the sale of the Registrable Securities in accordance with the intended method(s) of distribution thereof, and use its commercially reasonable efforts to cause such registration statement to become and remain effective at least for a period ending with the first to occur of (i) the sale of all Registrable Securities covered by the registration statement, (ii) the availability under Rule 144 for the Holder to immediately, freely resell without restriction all Registrable Securities covered by the registration statement, (iii) one year after a registration statement filed pursuant to Section 3(a) is declared effective by the Commission (provided, however, that if the Company files a registration Form S-1 and subsequently becomes eligible to use Form S-3, it may file a post-effective amendment to such Form S-1 on Form S-3 prior to the end of such period and use its best efforts to cause such registration statement as amended to become effective until the end of such one-year period), or (iv) the termination of the effectiveness period determined in accordance with the Private Placement Investors Registration rights Agreement (in either case, the “Effectiveness Period”); provided, however, if at the end of such one-year period, any Holder is not able to immediately, freely resell all Registrable Securities that it owns, the Effectiveness Period shall continue until terminated pursuant to clause (i) or (ii) (but in no event, more than two years after the SEC Effective Date); and provided that no later than two business days before filing with the Commission a registration statement or prospectus or any amendments or supplements thereto, the Company shall notify each Holder of Registrable Securities covered by such registration statement of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;

(b) if a registration statement is subject to review by the Commission, promptly respond to all comments and diligently pursue resolution of any comments to the satisfaction of the Commission;

(c) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective during the Effectiveness Period (but in any event at least until expiration of the 90-day period referred to in Section 4(3) of the Securities Act and Rule 174, or any successor thereto, thereunder, if applicable), and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended method(s) of disposition by the sellers thereof set forth in such registration statement;

(d) furnish, without charge, to each Holder of Registrable Securities covered by such registration statement (i) a reasonable number of copies of such registration statement (including any exhibits thereto other than exhibits incorporated by reference), each amendment and supplement thereto as such Holder may request, (ii) such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any other prospectus filed under Rule 424 under the Securities Act) as such Holders may request, in conformity with the requirements of the Securities Act, and (iii) such other documents as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder, but only during the Effectiveness Period;

(e) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other applicable securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by such registration statement reasonably requests as may be necessary for the marketability of the Registrable Securities (such request to be made by the time the applicable registration statement is deemed effective by the Commission) and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder; provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (e), (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction;

(f) as promptly as practicable after becoming aware of such event, notify each Holder of such Registrable Securities at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event which comes to the Company’s attention if as a result of such event the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Company shall promptly prepare and furnish to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate reports under the Exchange Act) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, unless suspension of the use of such prospectus otherwise is authorized herein or in the event of a Blackout Period, in which case no supplement or amendment need be furnished (or Exchange Act filing made) until the termination of such suspension or S-3 Blackout Period;

(g) comply, and continue to comply during the period that such registration statement is effective under the Securities Act, in all material respects with the Securities Act and the Exchange Act and with all applicable rules and regulations of the Commission with respect to the disposition of all securities covered by such registration statement, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first full calendar month after the SEC Effective Date, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.

(h) as promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities being offered or sold pursuant to the Registration Statement of the issuance by the Commission of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time;

(i) permit the Holders of Registrable Securities being included in the Registration Statement and their legal counsel, at such Holders’ sole cost and expense to review and have a reasonable opportunity to comment on the Registration Statement and all amendments and supplements thereto at least two Business Days prior to their filing with the Commission;

(j) make available for inspection by any Holder and any Inspector retained by such Holder, at such Holder’s sole expense, all Records as shall be reasonably necessary to enable such Holder to exercise its due diligence responsibility, and cause the Company’s officers, directors, and employees to supply all information which such Holder or any Inspector may reasonably request for purposes of such due diligence; provided, however, that such Holder shall hold in confidence and shall not make any disclosure of any record or other information which the Company determines in good faith to be confidential, and of which determination such Holder is so notified at the time such Holder receives such information, unless (i) the disclosure of such record is necessary to avoid or correct a misstatement or omission in the Registration Statement and a reasonable time prior to such disclosure the Holder shall have informed the Company of the need to so correct such misstatement or omission and the Company shall have failed to correct such misstatement of omission, (ii) the release of such record is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction or (iii) the information in such record has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information in such records to any Inspector until and unless such Inspector shall have entered into a confidentiality agreement with the Company with respect thereto, substantially in the form of this Section 4(j), which agreement shall permit such Inspector to disclose records to the Holder who has retained such Inspector. Each Holder agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the records deemed confidential. The Company shall hold in confidence and shall not make any disclosure of information concerning a Holder provided to the Company pursuant to this Agreement unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) disclosure of such

information to the Staff of the Division of Corporation Finance is necessary to respond to comments raised by the Staff in its review of the Registration Statement, (iii) disclosure of such information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (iv) release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, or (v) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning a Holder is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to such Holder and allow such Holder, at such Holder’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information;

(k) use its best efforts to cause all the Registrable Securities covered by the Registration Statement to be listed or quoted on the principal securities market on which securities of the same class or series issued by the Company are then listed or traded;

(l) provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities at all times;

(m) cooperate with the Holders of Registrable Securities being offered pursuant to the Registration Statement to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates to be in such denominations or amounts as the Holders may reasonably request and registered in such names as the Holders may request; and

(n) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statement.

5. Suspension of Offers and Sales. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of an Blackout Period, such Holder shall discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 4(a)(iii) hereof shall be extended by the greater of (i) ten business days or (ii) the number of days during the period from and including the date of the giving of such notice pursuant to Section 4(f) hereof to and including the date when each Holder of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof.

6. Registration Expenses. The Company shall pay all expenses in connection with any registration, including, without limitation, all registration, filing, stock exchange and NASD fees, printing expenses, all fees and expenses of complying with securities or blue sky laws, the fees and disbursements of counsel for the Company and of its independent accountants; provided that, in any underwritten registration, each party shall pay for its own underwriting discounts and commissions and transfer taxes. Except as provided above in Section 10, the Company shall not be responsible for the expenses of any attorney or other advisor employed by a Holder of Registrable Securities.

7. Intentionally Omitted.

8. Assignment of Rights. No Holder may assign its rights under this Agreement to any party without the prior written consent of the Company; provided, however, that a Holder may assign its rights under this Agreement without such restrictions to a Permitted Assignee as long as (a) such transfer or assignment is effected in accordance with applicable securities laws; (b) such transferee or assignee agrees in writing to become subject to the terms of this Agreement; and (c) the Company is given written notice by such Holder of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the Registrable Securities with respect to which such rights are being transferred or assigned.

9. Information by Holder. The Holder or Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder or Holders and the distribution proposed by such Holder or Holders as the Company may request in writing.

10. Indemnification.

circumstances in which they were made not misleading, and the Company shall reimburse the Holder, and each such director, officer, partner, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, damage, liability, action or proceeding; provided that the foregoing shall not ally to, and the Company shall not be liable, in any such case (i) to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such Holder specifically stating that it is for use in the preparation thereof, (ii) if the person asserting any such loss, claim, damage, liability (or action or proceeding in respect thereof) who purchased the Registrable Securities that are the subject thereof did not receive a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Registrable Securities to such person because of the failure of such Holder or underwriter to so provide such amended preliminary or final prospectus and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such preliminary prospectus was corrected in the amended preliminary or final prospectus (or the final prospectus as amended or supplemented), or (iii) to the extent that the Holders failed to comply with the terms of the plan of distribution mechanics described in the applicable prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders, or any such director, officer, partner, underwriter or controlling person and shall survive the transfer of such shares by the Holder.

sale of such Registrable Securities to such person because of the failure of such Holder or underwriter to so provide such amended preliminary or final prospectus and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such preliminary prospectus was corrected in the amended preliminary or final prospectus (or the final prospectus as amended or supplemented), or (iii) to the extent that the Holders failed to comply with the terms of the plan of distribution mechanics described in the applicable prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders, or any such director, officer, partner, underwriter or controlling person and shall survive the transfer of such shares by the Holder, and such Holder shall reimburse the Company, and each such director, officer, legal counsel and accountants, underwriter, other Holder, and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating, defending, or settling and such loss, claim, damage, liability, action, or proceeding; provided, however, that such indemnity agreement found in this Section 10(b) shall in no event exceed the gross proceeds from the offering received by such Holder. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer by any Holder of such shares.

(c) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in Section 10(a) or (b) hereof (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action; provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Section 10(a) or (b) hereof, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in the reasonable judgment of counsel to such indemnified party a conflict of interest between such indemnified and indemnifying parties may exist or the indemnified party may have defenses not available to the indemnifying party in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defenses thereof or the indemnifying party fails to defend such claim in a diligent manner, other than reasonable costs of investigation. Neither an indemnified nor an indemnifying party shall be liable for any settlement of any action or proceeding effected without its consent. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement, which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. Notwithstanding anything to the contrary set forth herein, and without limiting any of the rights set forth above, in any event any party shall have the right to retain, at its own expense, counsel with respect to the defense of a claim.

(d) In the event that an indemnifying party does or is not permitted to assume the defense of an action pursuant to Section 10(c) or in the case of the expense reimbursement obligation set forth in Section 10(a) and (b), the indemnification required by Section 10(a) and (b) hereof shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills received or expenses, losses, damages, or liabilities are incurred.

(e) If the indemnification provided for in this Section 10 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall (i) contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense as is appropriate to reflect the proportionate relative fault of the indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission), or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, not only the proportionate relative fault of the indemnifying party and the indemnified party, but also the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other, as well as any other relevant equitable considerations. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.

(f) Other Indemnification. Indemnification similar to that specified in the preceding subsections of this Section 10 (with appropriate modifications) shall be given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

11. Miscellaneous

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas and the United States of America, both substantive and remedial. Any judicial proceeding brought against either of the parties to this agreement or any dispute arising out of this Agreement or any matter related hereto shall be brought in the courts of the State of Texas, Harris County, or in the United States District Court for the Southern District of Texas and, by its execution and delivery of this agreement, each party to this Agreement accepts the jurisdiction of such courts. The foregoing consent to jurisdiction shall not be deemed to confer rights on any person other than the parties to this Agreement.

(b) Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, Permitted Assigns, executors and administrators of the parties hereto. In the event the Company merges with, or is otherwise acquired by, a direct or indirect subsidiary of a publicly traded company, the Company shall condition the merger or acquisition on the assumption by such parent company of the Company’s obligations under this Agreement.

(c) Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof.

(d) Notices, etc. All notices or other communications which are required or permitted under this Agreement shall be in writing and sufficient if delivered by hand, by facsimile transmission, by registered or certified mail, postage pre-paid, by electronic mail, or by courier or overnight carrier, to the persons at the addresses set forth below (or at such other address as may be provided hereunder), and shall be deemed to have been delivered as of the date so delivered:

If to the Company:		Continental Southern Resources, Inc.
		111 Presidential Boulevard, Suite 158A
		Bala Cynwyd, Pennsylvania 19004
		Attention:
		Facsimile:
		e-mail:

If to the Purchasers:		To each Purchaser at the address
		set forth on Exhibit A

or at such other address as any party shall have furnished to the other parties in writing.

(e) Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Holder of any Registrable Securities, upon any breach or default of the Company under this Agreement, shall impair any such right, power or remedy of such Holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereunder occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Holder of any breach or default under this Agreement, or any waiver on the part of any Holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

(f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

(g) Severability. In the case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(h) Amendments. The provisions of this Agreement may be amended at any time and from time to time, and particular provisions of this Agreement may be waived, with and only with an agreement or consent in writing signed by the Company and by the holders of a majority of the number of shares of Registrable Securities outstanding as of the date of such amendment or waiver. The Purchasers acknowledge that by the operation of this Section 11(h), the holders of a majority of the outstanding Registrable Securities may have the right and power to diminish or eliminate all rights of the Purchasers under this Agreement. In addition, the rights of Holders hereunder are derivative of the rights of the Private Placement Purchasers under the Private Placement Purchasers Registration Rights Agreement. Accordingly, the Private Placement Purchasers have the right and power to diminish or eliminate all rights of the Purchasers under this Agreement by amending the Private Placement Purchasers Registration Rights Agreement without the consent or approval of any of the Purchasers.

(i) Release. The undersigned, for itself and on behalf of its equity owners, directors, officers, managers, affiliates, successors and assigns if the undersigned is an entity, or for himself and on behalf of his heirs, assigns, beneficiaries, executors, and administrators does hereby fully and irrevocably remise, release and forever discharge the Company and each of its directors, officers, shareholders, affiliates, employees, agents, attorneys, accountants, successors and assigns, of and from any and all manner of claims, actions, causes of action, grievances, liabilities, obligations, promises, damages, agreements, rights, debts and expenses (including claims for attorneys’ fees and costs) of every kind, either in law or in equity, whether contingent, mature, known or unknown, or suspected or unsuspected (collectively, “Claims”), including, without limitation, any Claims arising under any federal, state, local or municipal law, common law or statute, whether arising in contract or in tort, and any claims arising under any other laws or regulations of any nature whatsoever, which the undersigned ever had, now has or may have under, relating to or arising from any prior agreement between the Company and the undersigned. Additionally, the undersigned represents, warrants and covenants that it has not, and at the time this release becomes effective will not, have sold, assigned, transferred, or otherwise conveyed to any other person or entity all or any portion of any of the Claims herein released. The undersigned further agrees and covenants not to sue or to bring, or assign to any third person, any Claims or charges against the Company or any of their directors, officers, shareholders, affiliates, employees, agents, attorneys, accountants, successors or assigns, with respect to any matter covered by the release set forth in this paragraph, and not to assert against the Company, or any of its directors, officers, affiliates, employees, agents, attorneys, accountants, successors or assigns, any action, grievance, suit, litigation or proceeding for any matter covered by the release set forth in this paragraph.

[Signatures on following page]

This Registration Rights Agreement is hereby executed as of the date first above written.

	COMPANY:

	Continental Southern Resources, Inc.


	By:		/s/Stephen P. Harrington
	Name: Stephen P. Harrington
	Its: President

	PURCHASERS:

	The Purchasers listed on Exhibit A attached hereto




	By:
	Name:
	Its:
	(Entity)




	Name:
	(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

	COMPANY:

	Continental Southern Resources, Inc.

	By:
	Name:
	Its:

	PURCHASERS:

	The Purchasers listed on Exhibit A attached hereto




	By:
	Name:
	Its:
	(Entity)


	/s/John Paul Dejoria

	Name:			John Paul DeJoria
	(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

COMPANY:

Continental Southern Resources, Inc.


By:
Name:
Its:

PURCHASERS:

The Purchasers listed on Exhibit A attached hereto


millennium global high yield fund limited

By:		/s/ J. Strubt
Name:			J. Strubt
Its:	Portfolio Manager
(Entity)




Name:
(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

	COMPANY:

	Continental Southern Resources, Inc.


	By:
	Name:
	Its:

	PURCHASERS:

	The Purchasers listed on Exhibit A attached hereto




	By:
	Name:
	Its:
	(Entity)


	/s/Timothy Tatum

	Name:				Timothy Tatum
	(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

COMPANY:

Continental Southern Resources, Inc.


By:
Name:
Its:

PURCHASERS:

The Purchasers listed on Exhibit A attached hereto


ram trading ltd.

By:		/s/ James R. Park
Name:			James R. Park
Its:	VP Ritchie Capital Management, LLC
Investment Advisor to RAM Trading Ltd
(Entity)




Name:
(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

COMPANY:

Continental Southern Resources, Inc.


By:
Name:
Its:

PURCHASERS:

The Purchasers listed on Exhibit A attached hereto


bear stearns as custodian for nathan a. low
roth ira

By:		/s/ N. Low
Name:			N. Low
Its:	Sole Administrator
(Entity)




Name:
(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

COMPANY:

Continental Southern Resources, Inc.


By:
Name:
Its:

PURCHASERS:

The Purchasers listed on Exhibit A attached hereto


caddo management, inc.

By:		/s/ Jeffrey D.J. Kallenberg
Name:			Jeffrey D.J. Kallenberg
Its:	President
(Entity)




Name:
(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

COMPANY:

Continental Southern Resources, Inc.


By:
Name:
Its:

PURCHASERS:

The Purchasers listed on Exhibit A attached hereto


chattanooga ventures llc

By:		/s/John D. Crammer
Name:			John D. Crammer
Its:	Manager
(Entity)




Name:
(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

COMPANY:

Continental Southern Resources, Inc.


By:
Name:
Its:

PURCHASERS:

The Purchasers listed on Exhibit A attached hereto


hsbc global custody nominee (uk) limited

By:	/s/ M A Sufi
Name:		M A Sufi
Its:
(Entity)




Name:
(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

COMPANY:

Continental Southern Resources, Inc.


By:
Name:
Its:

PURCHASERS:

The Purchasers listed on Exhibit A attached hereto


for and on behalf of deutsche bank
nominees (jersey) limited ak haml

By:		/s/A K Haml
Name:			A K Haml
Its:	Authorized Signatories

(Entity)




Name:
(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

	COMPANY:

	Continental Southern Resources, Inc.


	By:
	Name:
	Its:

	PURCHASERS:

	The Purchasers listed on Exhibit A attached hereto




	By:
	Name:
	Its:
	(Entity)


	/s/ Michael Marcus

	Name:				Michael Marcus
	(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

COMPANY:

Continental Southern Resources, Inc.


By:
Name:
Its:

PURCHASERS:

The Purchasers listed on Exhibit A attached hereto




By:	/s/William F. Miller, III
Name:		William F. Miller, III
Its:
(Entity)


/s/ William F. Miller, III
Name:		William F. Miller, III
(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

	COMPANY:

	Continental Southern Resources, Inc.


	By:
	Name:
	Its:

	PURCHASERS:

	The Purchasers listed on Exhibit A attached hereto




	By:
	Name:
	Its:
	(Entity)


	/s/Steven B. Rosner

	Name:				Steven B. Rosner
	(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

	COMPANY:

	Continental Southern Resources, Inc.


	By:
	Name:
	Its:

	PURCHASERS:

	The Purchasers listed on Exhibit A attached hereto




	By:
	Name:
	Its:
	(Entity)


	/s/Michael J. Garnick

	Name:				Michael J. Garnick
	(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

COMPANY:

Continental Southern Resources, Inc.


By:
Name:
Its:

PURCHASERS:

The Purchasers listed on Exhibit A attached hereto




By:	Kenneth David Stevenson
Name:
Its:
(Entity)


/s/ K. David Stevenson

Name:		K. David Stevenson
(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

COMPANY:

Continental Southern Resources, Inc.


By:
Name:
Its:

PURCHASERS:

The Purchasers listed on Exhibit A attached hereto


capital growth investment trust

By:		/s/ Vicke Appel
Name:
Its:	TTEE
(Entity)




Name:
(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

	COMPANY:

	Continental Southern Resources, Inc.


	By:
	Name:
	Its:

	PURCHASERS:

	The Purchasers listed on Exhibit A attached hereto


	feq investments, inc.

	By:			/s/Ernest A. Barnes
	Name:
	Its:
	(Entity)




	Name:
	(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

COMPANY:

Continental Southern Resources, Inc.


By:
Name:
Its:

PURCHASERS:

The Purchasers listed on Exhibit A attached hereto


rhodes ventures

By:		/s/ Enrique Sibauste
Name:			Enrique Sibauste
Its:	Assistant Secretary
(Entity)




Name:
(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

	COMPANY:

	Continental Southern Resources, Inc.


	By:
	Name:
	Its:

	PURCHASERS:

	The Purchasers listed on Exhibit A attached hereto




	By:
	Name:
	Its:
	(Entity)


	/s/ Steven B. Wyatt

	Name:				Steven B. Wyatt
	(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

	COMPANY:

	Continental Southern Resources, Inc.


	By:
	Name:
	Its:

	PURCHASERS:

	The Purchasers listed on Exhibit A attached hereto


	hba gas, inc.

	By:			/s/Ernest A. Fradts
	Name:
	Its:
	(Entity)




	Name:
	(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

	COMPANY:

	Continental Southern Resources, Inc.


	By:
	Name:
	Its:

	PURCHASERS:

	The Purchasers listed on Exhibit A attached hereto


	RMS Advisors, Inc.

	By:			/s/ Illegible
	Name:
	Its:
	(Entity)




	Name:
	(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

	COMPANY:

	Continental Southern Resources, Inc.


	By:
	Name:
	Its:

	PURCHASERS:

	The Purchasers listed on Exhibit A attached hereto




	By:
	Name:
	Its:
	(Entity)


	/s/ Shai Stern

	Name:				Shai Stern
	(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

COMPANY:

Continental Southern Resources, Inc.


By:
Name:
Its:

PURCHASERS:

The Purchasers listed on Exhibit A attached hereto




By:	/s/ Nathan Low
Name:		Nathan Low
Its:
(Entity)


/s/ Nathan Low

Name:		Nathan Low
(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

COMPANY:

Continental Southern Resources, Inc.


By:
Name:
Its:

PURCHASERS:

The Purchasers listed on Exhibit A attached hereto


nautica holdings, ltd

By:		/s/ Mark Tompkins
Name:			Mark Tompkins
Its:	President
(Entity)

By: sanders morris harris inc.,
Agent and Attorney-in-fact



Name:
(Individual)

This Registration Rights Agreement is hereby executed as of the date first above written.

COMPANY:

Continental Southern Resources, Inc.


By:
Name:
Its:

PURCHASERS:

The Purchasers listed on Exhibit A attached hereto


Trident Growth Fund, L.P.

By:		/s/ Scott Cook
Name:			Scott Cook
Its:	General Partner
(Entity)




Name:
(Individual)

Exhibit A

Purchaser Information

[Schedule of Purchasers and share numbers]

EXHIBIT B

Registration Rights Agreement

This Registration Rights Agreement (the “Agreement”) is made and entered into as of February 26, 2004 (the “Effective Date”) among Continental Southern Resources, Inc., a Nevada corporation (the “Company”), the parties set forth Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”), and the parties set forth on the signature page.

R e c i t a l s:

A. The Purchasers have purchased shares of the Company’s Common Stock (as defined below) pursuant to Subscription Agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) by and between the Company and each Purchaser.

B. The Company has issued a warrant (the “Warrant”) to purchase shares of the Company’s Common Stock to Sanders Morris Harris Inc., a Texas corporation (“SMH”).

C. Lancer Offshore, Inc., an international business company organized under the laws of the British Virgin Islands, and Lancer Partners, LP, a Connecticut limited partnership (together, “Lancer”), own shares of the Company’s Common Stock.

D. The Company, the Purchasers, SMH, and Lancer desire to set forth the registration rights to be granted by the Company to the Purchasers, SMH, and Lancer.

Now, Therefore, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein, in the Subscription Agreements, or otherwise, the parties mutually agree as follows:

A g r e e m e n t:

1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

“Blackout Period” means, with respect to a registration, a period in each case commencing on the day immediately after the Company notifies the Purchasers, SMH, and Lancer that they are required, pursuant to Section 4(f), to suspend offers and sales of Registrable Securities during which the Company, in the good faith judgment of its Board of Directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company’s control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such registration statement, if any, would be seriously detrimental to the Company and its shareholders and ending on the earlier of (1) the date upon which the material non-public

information commencing the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that the Company will no longer delay such filing of the Registration Statement, recommence taking steps to make such Registration Statement effective, or allow sales pursuant to such Registration Statement to resume; provided, however, that (a) the Company shall limit its use of Blackout Periods, in the aggregate, to 60 Trading Days in any 12-month period and (b) no Blackout Period may commence sooner than 60 days after the end of a prior Blackout Period.

“Business Day” means any day of the year, other than a Saturday, Sunday, or other day on which the Commission is required or authorized to close.

“Closing Date” means February 26, 2004, or such other time as is mutually agreed between the Company and the Purchasers for the closing of the sale referred to in Recital A above.

“Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“Equity Securities” means (i) any Common Stock, (ii) any security convertible, with or without consideration, into any Common Stock (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, or (iv) any such warrant or right.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

of the equity interests of which are owned by those above described individuals, trusts or organizations and (b) with respect to any trust, the owners of the beneficial interests of such trust.

“Holder” means each Purchaser, SMH, Lancer, or any successor or Permitted Assignee of a Purchaser, SMH, or Lancer who acquire rights in accordance with this Agreement with respect to the Registrable Securities directly or indirectly from a Purchaser, SMH, or Lancer, including from any Permitted Assignee.

“Inspector” means any attorney, accountant, or other agent retained by a Purchaser for the purposes provided in Section 4(j).

“Offering Price” means the Offering Price set forth in the Placement Agent Agreement dated January 23, 2004, between the Company and SMH.

“Registrable Securities” means (i) shares of Common Stock issued to each Purchaser pursuant to the Subscription Agreements (ii) shares of Common Stock issued or issuable to SMH pursuant to the Warrant, and (ii) 2,000,000 shares of Common Stock owned by Lancer, but in each case excluding (A) any Registrable Securities that have been publicly sold or may be publicly sold immediately without registration under the Securities Act either pursuant to Rule 144 of the Securities Act or otherwise; (B) any Registrable Securities sold by a person in a transaction pursuant to a registration statement filed under the Securities Act or (C) any Registrable Securities that are at the time subject to an effective registration statement under the Securities Act.

“Registration Statement” means the registration statement required to be filed by the Company pursuant to Section 3(a).

“SEC Effective Date” means the date the Registration Statement is declared effective by the Commission.

2. Term. This Agreement shall continue in full force and effect for a period of two (2) years from the Effective Date, unless terminated sooner hereunder.

3. Registration.

(a) Registration on Form S-1 or S-3. As promptly as reasonably practicable after the date hereof, but in any event not later than 180 days after the Closing Date (the “Registration Filing Date”), the Company shall file with the Commission a shelf registration statement on Form S-1 or, if the Company is eligible to use such form, Form S-3 relating to the resale by the Holders of all of the Registrable Securities; provided, however, that the Company shall not be obligated to effect any such registration, qualification, or compliance pursuant to this Section 3(a), or keep such registration effective pursuant to Section 4: (i) in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities or blue sky laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so; or (ii) during any Blackout Period, in which case the Registration Filing Date shall be extended to the date immediately following the last day of such Blackout Period.

(b) Piggyback Registration. If prior to the date that the Company files a registration pursuant to Section 3(a), the Company shall determine to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8), (ii) a registration relating solely to a Commission Rule 145 transaction, a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization, or similar event, or (iii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, the Company shall

promptly give to the Holders written notice thereof (and in no event shall such notice be given less than 20 calendar days prior to the filing of such registration statement), and shall, subject to Section 3(c), include in such registration (and any related qualification under blue sky laws or other compliance) (a “Piggyback Registration”), all of the Registrable Securities specified in a written request or requests, made within 10 calendar days after receipt of such written notice from the Company, by any Holder or Holders. However, the Company may, without the consent of the Holders, withdraw such registration statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby.

(j) In the event of a Piggyback Registration that is initiated by the Company, the number of shares that may be included in the registration and underwriting shall be allocated first to the Company and then, subject to obligations and commitments existing as of the date hereof, to all selling shareholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included; and

(ii) In the event of a Piggyback Registration that is initiated by the exercise of demand registration rights by a shareholder or shareholders of the Company (other than the Holders), then the number of shares that may be included in the registration and underwriting shall be allocated first to such selling shareholders who exercised such demand and then, subject to obligations and commitments existing as of the date hereof, to all other selling shareholders, including the Holders, who have requested to sell in the registration, on a pro rata basis according to the number of shares requested to be included.

(a) prepare and file with the Commission with respect to such Registrable Securities, a registration statement on Form S-1, Form S-3, or any other form for which the Company then qualifies or which counsel for the Company shall deem appropriate, and which form shall be available for the sale of the Registrable Securities in accordance with the intended method(s) of distribution thereof, and use its commercially reasonable efforts to cause such registration statement to become and remain effective at least for a period ending with the first to occur of (i) the sale of all Registrable Securities covered by the registration statement, (ii) the availability under Rule 144 for the Holder to immediately, freely resell without restriction all Registrable Securities covered by the registration statement, (iii) one year after a registration statement filed pursuant to Section 3(a) is declared effective by the Commission (provided, however, that if the Company files a registration Form S-1 and subsequently becomes eligible to use Form S-3, it may file a post-effective amendment to such Form S-1 on Form S-3 prior to the end of such period and use its best efforts to cause such registration statement as amended to become effective until the end of such one-year period), or (iv) 90 days after a Piggyback Registration is declared effective by the Commission (in either case, the “Effectiveness Period”); provided, however, if at the end of such one-year period, any Holder is not able to immediately, freely resell all Registrable Securities that it owns, the Effectiveness Period shall continue until terminated pursuant to clause (i) or (ii)(but in no event, more than two years after the SEC Effective Date); and provided that no later than two business days before filing with the Commission a registration statement or prospectus or any amendments or supplements thereto, the Company shall (i) furnish to (A) one special counsel (“Holders Counsel”) selected by the Company for the benefit of the Holders (which Holders Counsel initially shall be John T. Unger of Thompson & Knight LLP, Houston, Texas) and David E. Wells of Hunton & Williams, LLP, counsel to Lancer, copies of all such documents proposed to be filed (excluding any exhibits other than applicable underwriting documents), in substantially the form proposed to be filed, which documents shall be subject to the review of such Holders Counsel, and (ii) notify each Holder of Registrable Securities covered by such registration statement of any stop order issued

or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;

(b) if a registration statement is subject to review by the Commission, promptly respond to all comments and diligently pursue resolution of any comments to the satisfaction of the Commission;

prepare and file appropriate reports under the Exchange Act) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, unless suspension of the use of such prospectus otherwise is authorized herein or in the event of a Blackout Period, in which case no supplement or amendment need be furnished (or Exchange Act filing made) until the termination of such suspension or Blackout Period;

(i) permit the Holders of Registrable Securities being included in the Registration Statement and their legal counsel, at such Holders’ sole cost and expense (except as otherwise specifically provided in Section 6) to review and have a reasonable opportunity to comment on the Registration Statement and all amendments and supplements thereto at least two Business Days prior to their filing with the Commission;

thereto, substantially in the form of this Section 4(j), which agreement shall permit such Inspector to disclose records to the Holder who has retained such Inspector. Each Holder agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the records deemed confidential. The Company shall hold in confidence and shall not make any disclosure of information concerning a Holder provided to the Company pursuant to this Agreement unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) disclosure of such information to the Staff of the Division of Corporation Finance is necessary to respond to comments raised by the Staff in its review of the Registration Statement, (iii) disclosure of such information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (iv) release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, or (v) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning a Holder is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to such Holder and allow such Holder, at such Holder’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information;

(l) provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities at all times;

(n) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statement.

Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 4(a)(iii) hereof shall be extended by the greater of (i) ten business days or (ii) the number of days during the period from and including the date of the giving of such notice pursuant to Section 4(f) hereof to and including the date when each Holder of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof.

6. Registration Expenses. The Company shall pay all expenses in connection with any registration, including, without limitation, all registration, filing, stock exchange and NASD fees, printing expenses, all fees and expenses of complying with securities or blue sky laws, the fees and disbursements of counsel for the Company and of its independent accountants, and the reasonable fees and disbursements of a Holders Counsel; provided that, in any underwritten registration, each party shall pay for its own underwriting discounts and commissions and transfer taxes. Except as provided above in this Section 6 and Section 10, the Company shall not be responsible for the expenses of any attorney or other advisor employed by a Holder of Registrable Securities.

7. Preemptive Rights.

(a) Subsequent Offerings. In the event the Company issues and sells Equity Securities other than the Equity Securities excluded by Section 7(e) hereof at a price or conversion or exercise price, as the case may be, that is less than $2.00 per share of Common Stock, each Holder who qualifies as an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities act (an “Eligible Holder”) shall have a preemptive right to purchase such number of shares of Equity Securities necessary for such Eligible Holder to maintain its percentage ownership position in the Company. Each Eligible Holder’s preemptive share is equal to the ratio of (a) the number of shares of the Company’s Common Stock of which such Eligible Holder is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of any security of the Company or upon the exercise of any outstanding warrants, options, or rights to subscribe to or purchase any Common Stock or other security of the Company) immediately prior to the issuance of the Equity Securities.

(b) Exercise of Preemptive Rights. If the Company issues any Equity Securities, it shall give each Eligible Holder written notice of such issuance, describing the Equity Securities and the price and the terms and conditions upon which the Company issued the same and shall provide each Eligible Holder with access to any information regarding such offering and the Company, provided to the purchasers of Equity Securities. Each Eligible Holder shall have 10 Business Days from the giving of such notice to exercise its preemptive right to purchase Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be

purchased. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to any Holder who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.

(c) Issuance of Equity Securities to Other Persons. The Company shall have 90 days after expiration of the 10-Business Day period set forth in Section 7(b) to sell the Equity Securities in respect of which the Holders’ rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Eligible Holders pursuant to Section 7(b) hereof. If the Company has not sold such Equity Securities within 90 days of the notice provided pursuant to Section 7(b), the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Eligible Holders in the manner provided above.

(d) Termination and Waiver of Preemptive Rights. The preemptive rights established by this Section 7 shall terminate upon the earlier of (i) the effective date of a registration statement pursuant to Section 3(a) or (ii) twelve months after the Closing Date.

(e) Excluded Securities. The preemptive rights established by this Section 4 shall have no application to any of the following Equity Securities:

(i) up to 7,200,000 shares (as may be adjusted for any stock dividend, combinations, splits, recapitalizations and the like) of Common Stock (and/or options, warrants or other Common Stock purchase rights issued pursuant to such options, warrants or other rights) issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the board of directors of the Company;

(ii) capital stock of the Company issued or issuable pursuant to any rights or agreements outstanding as of the date of this Agreement, options and warrants outstanding as of the date of this Agreement, and capital stock issued pursuant to or upon the exercise of any such rights or agreements granted after the date of this Agreement; provided that in the case of rights or agreements granted after the date of this Agreement, the pre-emptive right established by this Section 7 applied with respect to the initial sale or grant by the Company of such rights or agreements and such rights or agreements were approved by the board of directors of the Company;

(iii) shares of Common Stock issued in connection with any stock split, dividend, combination, distribution, or recapitalization; or

(iv) any Equity Securities issued for consideration other than cash in connection with any merger, consolidation, strategic alliance, acquisition, or similar business combination approved by the board of directors of the Company.

8. Assignment of Rights. No Holder may assign its rights under this Agreement to any party without the prior written consent of the Company; provided, however, that a Holder

may assign its rights under this Agreement without such restrictions to a Permitted Assignee as long as (a) such transfer or assignment is effected in accordance with applicable securities laws; (b) such transferee or assignee agrees in writing to become subject to the terms of this Agreement; and (c) the Company is given written notice by such Holder of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the Registrable Securities with respect to which such rights are being transferred or assigned.

10. Indemnification.

(a) In the event of the offer and sale of Registrable Securities held by Holders under the Securities Act, the Company shall, and hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, partners, each other person who participates as an underwriter in the offering or sale of such securities, and each other person, if any, who controls or is under common control with such Holder or any such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, and expenses to which the Holder or any such director, officer, partner or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such shares were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and the Company shall reimburse the Holder, and each such director, officer, partner, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, damage, liability, action or proceeding; provided that the foregoing shall not apply to, and the Company shall not be liable, in any such case (i) to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such Holder specifically stating that it is for use in the preparation thereof, (ii) provided that the Company has complied with its obligations hereunder to furnish such Holder with copies of the applicable prospectus, if the person asserting any such loss, claim, damage, liability (or action or proceeding in respect thereof) who purchased the Registrable Securities that are the subject thereof did not receive a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended or supplemented) at or

prior to the written confirmation of the sale of such Registrable Securities to such person because of the failure of such Holder or underwriter to so provide such amended preliminary or final prospectus and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such preliminary prospectus was corrected in the amended preliminary or final prospectus (or the final prospectus as amended or supplemented), or (iii) provided that the plan of distribution mechanics described in the applicable prospectus are, in form and substance, reasonable and customary for transactions of this type, to the extent that the Holders failed to comply with the terms of such plan of distribution mechanics. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders, or any such director, officer, partner, underwriter or controlling person and shall survive the transfer of such shares by the Holder.

(b) As a condition to including any Registrable Securities to be offered by a Holder in any registration statement filed pursuant to this Agreement, each such Holder agrees to be bound by the terms of this Section 10 and to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, legal counsel and accountants for the Company, any underwriter, any other Holder selling securities in such registration statement and any controlling person within the meaning of the Securities Act of any such underwriter or other Holder, against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information about such Holder as a Holder of the Company furnished to the Company, (ii) provided that the Company has complied with its obligations hereunder to furnish such Holder with copies of the applicable prospectus, if the person asserting any such loss, claim, damage, liability (or action or proceeding in respect thereof) who purchased the Registrable Securities that are the subject thereof did not receive a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Registrable Securities to such person because of the failure of such Holder or underwriter to so provide such amended preliminary or final prospectus and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such preliminary prospectus was corrected in the amended preliminary or final prospectus (or the final prospectus as amended or supplemented), or (iii) provided that the plan of distribution mechanics described in the applicable prospectus are, in form and substance, reasonable and customary for transactions of this type, to the extent that the Holders failed to comply with the terms of such plan of distribution mechanics. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders, or any such director, officer, partner, underwriter or controlling person and shall survive the transfer of such shares by the Holder, and such Holder shall reimburse the Company, and each such director, officer, legal counsel and accountants, underwriter, other

Holder, and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating, defending, or settling and such loss, claim, damage, liability, action, or proceeding; provided, however, that such indemnity agreement found in this Section 10(b) shall in no event exceed the gross proceeds from the offering received by such Holder. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer by any Holder of such shares.

(e) In the event that an indemnifying party does or is not permitted to assume the defense of an action pursuant to Section 10(c) or in the case of the expense reimbursement obligation set forth in Section 10(a) and (b), the indemnification required by Section 10(a) and (b) hereof shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills received or expenses, losses, damages, or liabilities are incurred.

(e) If the indemnification provided for in this Section 10 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss,

liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall (i) contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense as is appropriate to reflect the proportionate relative fault of the indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission), or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, not only the proportionate relative fault of the indemnifying party and the indemnified party, but also the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other, as well as any other relevant equitable considerations. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.

11. Miscellaneous

(c) Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof.

If to the Company:	Continental Southern Resources, Inc.
	111 Presidential Boulevard, Suite 158A
	Bala Cynwyd, Pennsylvania 19004
	Attention: Stephen P. Harrington
	Facsimile: 610-
	e-mail: shags@comcast.com

If to the Purchasers:	To each Purchaser at the address
	set forth on Exhibit A

with a copy to:	Sanders Morris Harris Inc.
	600 Travis, Suite 3100
	Houston, Texas 77002
	Attention: President
	Facsimile: (713) 224-1101
	e-mail: ben.morris@smhhou.com

If to Lancer:	Marty Steinberg, Esq., as the Receiver for
	Lancer Management Group II, LLC, Lancer Offshore, Inc.,
	and as the party in control of Lancer Partners, LP.
	c/o David E. Wells
	Hunton & Williams, LLP
	1111 Brickell Avenue,
	Suite 2500
	Miami, Florida 33131
	Facsimile: (305) 810-2460
	e-mail: dwells@hunton.com

or at such other address as any party shall have furnished to the other parties in writing.

any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

(i) Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Share then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holder hereunder.

This Registration Rights Agreement is hereby executed as of the date first above written.

	COMPANY:

	Continental Southern Resources, Inc.


	By:
	Name: Stephen P. Harrington
	Title: President

	Sanders Morris Harris Inc., Individually and as Agent and Attorney in Fact for the Purchasers listed on Exhibit A attached hereto


	By:
	Name:		Frederic L. Saalwachter
	Title:		Managing Director

	Lancer Offshore, Inc.


	By
	Name:		Marty Steinberg
	Title:		Receiver

	Lancer Partners, LP


	By
	Name:		Marty Steinberg
	Title:		Party in Control

Exhibit A

Purchaser Information

[INTENTIONALLY OMITTED]

EX-99.3 5 a04-3061_1ex99d3.htm EX-99.3

EXHIBIT 99.3

CONFIDENTIAL LOCK-UP AGREEMENT

February 26, 2004

Continental Southern Resources, Inc.

111 Presidential Blvd.

Suite 158A

Bala Cynwyd, PA 19004

Attention: Board of Directors

Gentlemen:

The undersigned understands and acknowledges that Continental Southern Resources, Inc., a Nevada corporation (the “Company”), will be conducting a private placement of shares of its common stock intended to raise gross proceeds of at least $45,000,000 and that in order to complete the private placement, the Company’s placement agent has requested that certain holders of shares of Company common stock agree not to sell, transfer or otherwise dispose of their shares for a certain period of time, as more fully described below. The undersigned acknowledges that completion of the private placement will be of material benefit to the Company and to the undersigned as a beneficial owner of the Company’s common stock.

In order to facilitate the private placement described above, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees to the restrictions set forth below with respect to 2,858,380 shares (the “Shares”) of Company common stock of which the undersigned is the sole record and beneficial owner.

Commencing upon the closing (the “Closing”) of the private placement and terminating on the earlier of (i) one (1) year from the Closing or (ii) the effective date of a registration statement filed with the Securities and Exchange Commission to permit the public resale of the shares of common stock issued in the private placement, the undersigned will not, without the prior written approval of the Company, directly or indirectly (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint or otherwise transfer or dispose of, or offer or contract to do any of the forgoing with respect to (A) any of the Shares, (B) any securities convertible into or exchangeable or exercisable for Company common stock, or (C) any interest in (including any option to buy or sell) any of the Shares or securities convertible into or exchangeable or exercisable for Company common stock, in whole or in part; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Shares, whether any of the transactions described in clause (A), (B) or (C) above is to be settled by delivery of Shares, in cash or otherwise (any such transaction, whether or not for consideration, shall be referred to as a “Transaction”); provided, however, that this “Lock-Up Agreement” shall not restrict any transfer of any Shares or securities convertible into or exchangeable or exercisable for Company common stock in a privately negotiated transaction that is not executed on the OTCBB or any other market or exchange on which the Company’s common stock is then traded, to the Company or any of its subsidiaries or to any of the undersigned’s Related Persons (as defined below) who agree in writing to be bound by the provisions of this Lock-Up Agreement. The undersigned

acknowledges and understands that the Company’s prior approval may require the concurrence of the Company’s placement agent and the investors in the private placement.

As used in this Lock-Up Agreement, “Related Persons” means: (a) if the undersigned is a natural person, (i) any Immediate Family Member of the undersigned, (ii) any Estate of the undersigned or of any Immediate Family Member of the undersigned, (iii) the trustee of any inter vivos or testamentary trust of which all the beneficiaries are Immediate Family Members of the undersigned, and (iv) any Entity the entire equity interest in which is owned by any one or more of the undersigned and Immediate Family Members of the undersigned; and (b) if the undersigned is an Entity, Estate or trust, (i) any Person who owns an equity interest in the undersigned on the date hereof, (ii) any Person who would be a Related Person under clause (a) of this definition of a natural person who is an ultimate beneficial owner of the undersigned, or (iii) any other Entity the entire equity interest in which is owned by any one or more of the undersigned and Immediate Family Members of the undersigned.

As used in this Lock-Up Agreement; (A) “Estate” means, as to any natural person who has died or been adjudicated mentally incompetent by a court of competent jurisdiction, (i) that person’s estate or (ii) the administrator, conservator, executor, guardian or representative of that person’s estate; (B) “Immediate Family Member” means, (i) if the undersigned is a natural person, any child or grandchild (by blood or legal adoption) or spouse of the undersigned at that time, or any child of the undersigned’s spouse; and (ii) if the undersigned is an Entity which has as an ultimate beneficial owner one or more natural persons, any child or grandchild (by blood or legal adoption) or spouse at that time (if not then an ultimate beneficial owner of the Entity), or any child of the spouse, of the ultimate beneficial owner or owners of the Entity; (C) “Entity” means any sole proprietorship, corporation, partnership of any kind having a separate legal status, limited liability company, business trust, unincorporated organization or association, mutual company, joint stock company or joint venture; (D) “Person” means any natural person, Entity, estate, trust, union or employee organization or Governmental Authority; and (E) “Governmental Authority” means any national, state, county, municipal or other government, domestic or foreign, or any agency, board, bureau, commission, court, department or other instrumentality of any such government.

Notwithstanding anything contained herein to the contrary, this Lock-Up Agreement shall not prohibit the undersigned from engaging in a Transaction involving up to 356,411 Shares commencing six (6) months after the Closing or from engaging in a Transaction involving up to an additional 356,411 Shares commencing nine (9) months after the Closing.

The undersigned understands that the Company will take such steps as may be necessary to enforce the foregoing provisions and restrict the sale or transfer of the Shares as provided herein including, but not limited to, notifying its transfer agent to place stop transfer instructions reflecting the foregoing restrictions on the Company’s stock transfer records, and the undersigned hereby agrees to and authorize any such actions and acknowledge that the Company is relying upon this Lock-Up Agreement in taking any such actions.

The undersigned understands that certain of the information contained herein may be regarded as material non-public information under Regulation FD under the Securities Exchange Act of 1934, as amended, the improper use of which would violate applicable United States securities laws. Accordingly, the undersigned will not publish, disclose or disseminate the existence or contents of this Lock-Up Agreement to any Person, and will maintain the

confidentiality of the existence and contents of this Lock-Up Agreement. The undersigned further understand that United States securities laws provide for severe civil and criminal penalties for those persons trading securities while in possession of material non-public information.

This Lock-Up Agreement shall become effective upon the Closing. Accordingly, in the event that the Closing does not occur, this Lock-Up Agreement shall be null and void

The terms and conditions of this Lock-Up Agreement shall inure to the benefit of and be binding upon the respective successors, assigns, heirs and personal representative of the undersigned.

The undersigned represents that its signatory hereto has the full power and authority to execute and deliver this Lock-Up Agreement on its behalf.

This Lock-Up Agreement may be executed and delivered via facsimile

Intending to be legally bound hereby, the undersigned has executed this Lock-Up Agreement on and as of the date set forth above.

	Very truly yours,


	Ram Trading, Ltd.

	By:	/s/ James R. Park
		Name: James R. Park
		Title: Ritchie Capital Management,
	LLC, Investment Advisor to RAM Trading, Ltd.

	2100 Enterprise Avenue Geneva, IL 60134

EX-99.4 6 a04-3061_1ex99d4.htm EX-99.4

EXHIBIT 99.4

STOCK ACQUISITION AGREEMENT

AMONG

RAM TRADING, LTD.

LANCER OFFSHORE, INC.

AND

LANCER PARTNERS, L.P.

DATED AS OF DECEMBER 16, 2003

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.01.	Certain Defined Terms
Section 1.02.	Other Defined Terms
Section 1.03.	Construction

ARTICLE II

PURCHASE AND SALE

Section 2.01.	Purchase and Sale of the Shares
Section 2.02.	Purchase Price
Section 2.03.	Offset to Purchase Price
Section 2.04.	Delivery of Shares
Section 2.05.	Earnest Money Escrow

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLERS

Section 3.01.	Authorization and Effect of Agreement
Section 3.02.	Title to Shares
Section 3.03.	Brokers
Section 3.04.	Limitation

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Section 4.01.	Organization and Authority of Purchaser
Section 4.02.	Brokers
Section 4.03.	Restrictions of Shares
Section 4.04.	Affiliate Status
Section 4.05.	Disclosure
Section 4.06.	Source of Funds; Solvency
Section 4.07.	Limitation

ARTICLE V

COVENANTS

Section 5.01.	Further Assurances
Section 5.02.	Confidentiality; Publicity
Section 5.03.	Bankruptcy Court Order
Section 5.04.	District Court Order
Section 5.05.	Certain Seller Expenses
Section 5.06.	Lancer Offshore Lock-Up
Section 5.07.	Restrictions on Transfers

ARTICLE VI

CLOSING

Section 6.01.	Closing
Section 6.02.	Deliveries at Closing
Section 6.03.	Conditions to Obligations of Seller
Section 6.04.	Conditions to Obligations of Purchaser

ARTICLE VII

TERMINATION

Section 7.01.	Reimbursement Payment
Section 7.02.	Termination
Section 7.03.	Procedure and Effect of Termination

ARTICLE VIII

SURVIVAL OF REPRESENTATIONS; WARRANTIES AND COVENANTS

Section 8.01.	Survival of Representations and Warranties
Section 8.02.	Limitation of Liability; No Representations, Warranties or Covenants Made by the Receiver

ARTICLE IX

GENERAL PROVISIONS

Section 9.01.	Expenses
Section 9.02.	Notices

Section 9.03.	Headings
Section 9.04.	Entire Agreement
Section 9.05.	Assignment
Section 9.06.	No Third Party Beneficiaries
Section 9.07.	Waivers and Amendments
Section 9.08.	Governing Law
Section 9.09.	Counterparts; Facsimile Signatures

iii

STOCK ACQUISITION AGREEMENT

This Stock Acquisition Agreement (this “Agreement”), dated as of December 16, 2003, is entered into by and among RAM Trading, Ltd., a Cayman Islands exempt company (“Purchaser”), Lancer Offshore, Inc., a British Virgin Islands company (“Lancer Offshore”), and Lancer Partners, L.P., a Connecticut limited partnership (“Lancer Partners”).

WITNESSETH:

WHEREAS, certain capitalized terms used in this Agreement are defined in Article 1 hereto;

WHEREAS, Lancer Offshore holds of record and beneficially (within the meaning of Securities and Exchange Commission (the “SEC”) Rule 13d-3) 15,347,672 shares of Continental Southern Resources, Inc. (“CSR”) common stock and 103,500.07 shares of CSR’s Series B preferred stock, and Lancer Partners holds of record and beneficially 750,000 shares of CSR’s common stock;

WHEREAS, Lancer Offshore desires to sell 13,347,672 shares of CSR common stock represented by stock certificate No. 0354 and 103,500.07 shares of CSR’s Series B preferred stock represented by stock certificate No. B-8, representing 24,642.87 shares of CSR’s Series B preferred stock, and stock certificate No. B-010, representing 78,857.2 shares of CSR’s Series B preferred stock, and Lancer Partners desires to sell 750,000 shares of CSR common stock represented by stock certificate No. 0355, representing 416,666 shares of CSR common stock, and stock certificate No. 0356, representing 333,334 shares of CSR common stock (collectively, the “Shares”), to Purchaser, and Purchaser desires to acquire from Lancer Offshore and Lancer Partners (Lancer Offshore and Lancer Partners are collectively referred to as “Sellers” and each as, a “Seller”)), all of each Seller’s right, title and interest in and to the Shares held as of the execution and delivery of this Agreement;

WHEREAS, pursuant to an order issued by the United States District Court for the Southern District of Florida (the “U.S. District Court”) Docket No. 03-CV-80612, Marty Steinberg, Esq. was appointed the receiver (the “Receiver”) of the assets of Lancer Offshore;

WHEREAS, Lancer Partners is a debtor-in-possession in a case (the “Bankruptcy Case”) under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. Section 101, et seq. (the “Bankruptcy Code”) pending before the United States Bankruptcy Court for the District of Connecticut, Case No. 03-50492 (AHWS) (the “U.S. Bankruptcy Court”);

WHEREAS, pursuant to an order entered by the U.S. Bankruptcy Court, the Receiver was appointed the representative for the administration and management of Lancer Partners by virtue of his appointment by the U.S. District Court as receiver of Lancer Management Group II, LLC, the general partner of Lancer Partners;

WHEREAS, Sellers intend to seek an order of the U.S. Bankruptcy Court approving this Agreement and authorizing Sellers to consummate the transactions contemplated hereby in accordance with Section 363 of the Bankruptcy Code;

WHEREAS, Sellers intend to seek an order of the U.S. District Court authorizing Sellers to consummate the transactions contemplated hereby; and

WHEREAS, in contemplation of the transactions contemplated hereby, Purchaser and Lancer Offshore entered into a non-binding letter agreement dated as of December 8, 2003 (the “Letter Agreement”), pursuant to which Purchaser wired One Hundred Thousand Dollars ($100,000) to Lancer Offshore (the “Legal Fee Advance”) to be used by Sellers solely to cover their legal fees in connection with the execution and delivery of this Agreement, and obtaining the approval of the U.S. District Court and the U.S. Bankruptcy Court to the transactions contemplated hereby.

NOW THEREFORE, in consideration of the premises and of the mutual agreements and covenants hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Certain Defined Terms.

As used in this Agreement, the following terms have the following meanings:

“Action” means any action, suit, proceeding, investigation, lawsuit or appeal therefrom, whether civil or criminal, administrative or otherwise, by or before any Governmental Authority or any arbitral or alternative dispute resolution proceeding.

“Affiliate” means, when used with respect to a specified Person, another Person that, either directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.

“Bankruptcy Order” means an order or orders of the U.S. Bankruptcy Court with respect to Sellers in form and substance satisfactory to Purchaser and Sellers (A) authorizing, among other things, (i) the execution and delivery of this Agreement, (ii) the sale by Lancer Partners of the Lancer Partners Shares to Purchaser in accordance with the terms and conditions of this Agreement and the execution of related stock powers, (iii) the vesting in Purchaser of title to the Lancer Partners Shares, pursuant to Section 363 of the Bankruptcy Code, free and clear of all Claims and interests, and (iv) the insulation of the Receiver, in all respects, from any and all Liability or Losses arising in connection with this Agreement, any of the Collateral Agreements to which Lancer Partners is a party, the consummation of the transactions Lancer Partners contemplated hereby and thereby and otherwise in connection with the purchase and sale of the Shares and (B) acknowledging that Purchaser is simultaneously purchasing the Lancer Offshore Shares, that provides that any rights and claims of Lancer Partners to the Lancer Offshore Shares is limited to the proceeds of the sale of the Lancer Offshore Shares, and that further provides that Lancer Partners shall have no claims as against Purchaser with respect to the Lancer Offshore Shares or its purchase thereof.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in Miami, Florida.

“Cases” means matters pending before the U.S. Bankruptcy Court and the U.S. District Court.

“Claim” means any Action or other claim as defined in Section 101(5) of the Bankruptcy Code.

“Collateral Agreements” means the Escrow Agreement and all transfer documents to be delivered at Closing.

“Consent” means any consent, waiver, approval, permission, agreement, notification, order, permit, license, filing, or certification.

“Contract” means any agreement, contract, obligation, promise, instrument, understanding or indenture that is legally binding.

“District Court Order” means an order or orders of the U.S. District Court in form and substance satisfactory to Purchaser and Sellers (A) authorizing, among other things, (i) the execution and delivery by Lancer Offshore of this Agreement, (ii) the sale by Lancer Offshore of the Lancer Offshore Shares to Purchaser in accordance with the terms and conditions of this Agreement and the execution of related stock powers, (iii) the vesting in Purchaser of title to the Lancer Offshore Shares, free and clear of all Claims and interests, and (iv) the insulation of the Receiver, in all respects, from any and all Liability or Losses arising in connection with this Agreement, any of the Collateral Agreements to which Lancer Offshore is a party, the consummation of the transactions Lancer Offshore contemplated hereby and thereby and otherwise in connection with the purchase and sale of the Shares and (B) acknowledging that Purchaser is simultaneously purchasing the Lancer Partners Shares, that provides that any rights and claims of Lancer Offshore to the Lancer Partners Shares is limited to the proceeds of the sale of the Lancer Partners Shares, and that further provides that Lancer Offshore shall have no claims as against Purchaser with respect to the Lancer Partners Shares or its purchase thereof.

“Encumbrance” means any lien, charge, adverse claim, encumbrance, pledge, security interest or Claim whether voluntarily incurred or arising by operation of Law or otherwise or any restrictions on transfer imposed by state or federal securities laws.

“Final Order” means an order or determination by the U.S. Bankruptcy Court or U.S. District Court, as applicable, (a) that has not been reversed, stayed, enjoined, set aside, annulled or suspended within the deadlines provided by applicable statutes or regulations, (b) with respect to which no request for stay, motion or petition for reconsideration, application or request for review, or notice of appeal or other judicial petition for review or certiorari has been filed and is pending, and (c) as to which all deadlines for filing any such request, motion, petition, application, appeal or notice have expired.

“Governmental Authority” means any government, any governmental entity, commission, agency or instrumentality, and any court, tribunal, or judicial body, in each case, whether federal, state, local or foreign.

“Governmental Order” means any order, judgment, injunction, decree, ruling or award entered by or with any Governmental Authority.

“Lancer Entities” means (i) each Seller; (ii) Omnifund, Ltd., a British Virgin Islands international business company; (iii) LSPV, Inc., a British Virgin Islands international business company; (iv) LSPV, LLC, a Delaware limited liability company; (v) Lancer Management Group, LLC, a Connecticut limited liability company; (vi) Lancer Management Group II, LLC, a Connecticut limited liability company; (vii) G.H. Associates, LLC, a New York limited liability company, and (viii) Alpha Omega Group, Inc., a Delaware corporation.

“Lancer Offshore Shares” means that number of Shares being sold by Lancer Offshore to Purchaser hereunder.

“Lancer Partners Shares” means that number of Shares being sold by Lancer Partners to Purchaser hereunder.

“Law” means any federal, state, local or foreign statute, law, ordinance, regulation or rule.

“Liabilities” means any liability, indebtedness or obligation of or by any Person of any nature (whether direct or indirect, known or unknown, absolute or contingent, liquidated or unliquidated, due or to become due, accrued or unaccrued, matured or unmatured).

“Loss” or “Losses” of a Person means any and all costs, losses, Liabilities, obligations, damages, Claims, settlements and expenses (including reasonable fees and expenses of attorneys, accountants and experts incurred in the defense or settlement of any of the foregoing) suffered or incurred by such Person.

“Outside Closing Date” shall mean February 15, 2004; provided, however, that if the Bankruptcy Order and the District Court Order have been entered on or before February 14, 2004 and the Bankruptcy Order is a Final Order that is no longer subject to any appeal, but the District Court Order is not a Final Order that is no longer subject to any appeal, then the Outside Closing Date shall be the earlier of (i) March 14, 2004 and (ii) five business days after the District Court Order becomes a Final Order that is no longer subject to any appeal.

“Person” means (a) any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, trust or other organization and (b) any Governmental Authority.

“Private Placement” means the private placement of certain shares of newly-issued common stock of CSR for an aggregate purchase price of approximately $30 million to $35 million contemplated by that certain letter agreement, dated October 20, 2003 between CSR and Sanders Morris Harris, as exclusive placement agent.

“Purchaser Expenses” means Purchaser’s out-of-pocket expenses (including financial advisor’s, accountants’ or attorney’s fees and expenses and filing fees) incurred in connection with the preparation, negotiation, execution and performance of this Agreement.

“Remaining Shares” means the 2,000,000 shares of common stock of CSR held by Lancer Offshore that are not being sold to Purchaser pursuant to this Agreement or otherwise.

“Seller Expenses” means Sellers’ out-of-pocket expenses (including financial advisor’s, accountants’ or attorney’s fees and expenses and filing fees) incurred in connection with the preparation, negotiation, execution and performance of this Agreement.

Section 1.02. Other Defined Terms.

The following terms have the meanings defined for such terms in the Sections set forth below:

Term		Section
Agreement		Preamble
Bankruptcy Code		Recitals
Cases		Recitals
Closing		6.01
Closing Date		6.01
Closing Payment		2.02
CSR		Recitals
Purchase Price		2.02
Purchaser		Preamble
Purchaser Parties		8.01
SEC		Recitals
Seller or Sellers		Preamble
Shares		Recitals
U.S. Bankruptcy Court		Recitals
U.S. District Court		Recitals

Section 1.03. Construction.

(a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement; (iv) the terms “Article” or “Section” refer to the specified Article or Section of this Agreement; (v) the word “including” shall mean “including, without limitation;” and (vi) the word “or” shall be disjunctive but not exclusive.

(b) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. This Agreement is the joint drafting product of the parties hereto and each provision has been subject to negotiation and agreement and shall not be construed for or against any party as drafter thereof.

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ARTICLE II

PURCHASE AND SALE

Section 2.01. Purchase and Sale of the Shares.

(a) Upon the terms and subject to the conditions contained herein, and subject in all respects to the express terms and conditions of the Bankruptcy Order and the District Court Order, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall acquire and accept, all of each Seller’s right, title and interest in and to the Shares.

(b) Notwithstanding anything contained in this Agreement to the contrary, the parties expressly acknowledge and agree that Sellers shall retain all of its assets, properties and rights other than the Shares, including, with respect to Lancer Offshore, the Remaining Shares.

Section 2.02. Purchase Price. Subject to the offset provided in Section 2.03, in consideration of the sale by Sellers of the Shares, Purchaser shall pay to the Sellers an aggregate of $5,280,948 (the “Purchase Price”). The Purchase Price shall be payable as follows: (a) $400,000 shall be deposited by Purchaser into an escrow account immediately upon the execution and delivery of this Agreement and the Escrow Agreement as an earnest money deposit (the “Deposit”), which Deposit shall be released from the Escrow Account and applied to the Purchase Price at the Closing and (b) $4,880,948 (the “Closing Payment”), less the greater of (i) $50,000 and (ii) the unused portion of the Legal Fee Advance as of the Closing Date, as provided in Section 2.03, shall be paid by Purchaser to Sellers. The Closing Payment shall be payable at the Closing to Sellers by wire transfer of immediately available funds. As between Sellers, Sellers shall allocate all amounts received under this Agreement on a per share basis, based on the total number of Shares sold, without regard to the class of such Shares sold.

Section 2.03. Offset to Purchase Price. As a credit for the Legal Fee Advance paid by Purchaser to Lancer Offshore upon execution of the Letter Agreement, the Closing Payment payable by Purchaser to Sellers at the Closing shall be reduced by the greater of (i) $50,000 and (ii) the portion of the Legal Fee Advance not used as of the Closing Date.

Section 2.04. Delivery of Shares. At the Closing, and subject in all respects to the express terms and conditions of the Bankruptcy Order and the District Court Order, Sellers shall deliver to Purchaser stock certificates representing the Shares, duly endorsed in blank or accompanied by duly endorsed stock transfer powers and with all requisite transfer tax stamps attached (which such transfer tax stamps, if required, shall be payable by Purchaser).

Section 2.05. Earnest Money Escrow. Upon the execution of this Agreement, Purchaser, Sellers and Hunton & Williams LLP (the “Escrow Agent”), shall enter into the Escrow Agreement in the form attached hereto as Exhibit A providing for the establishment of an escrow account (the “Escrow Account”) and Purchaser shall deposit into the Escrow Account so established the Deposit, which shall be held and subsequently disbursed in accordance with this Agreement and the terms, conditions and provisions of the Escrow Agreement.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLERS

Each of the Sellers jointly and severally hereby represents and warrants to Purchaser as follows:

Section 3.01. Authorization and Effect of Agreement. Each of the Sellers has the requisite power and authority to execute and deliver this Agreement and any of the Collateral Agreement being executed and delivered by any of the Sellers on the date hereof. Each of the Sellers has the authority to seek U.S. Bankruptcy Court and U.S. District Court approval of the consummation of the transactions contemplated by this Agreement and each of the Collateral Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, and the Bankruptcy Order and the District Court Order.

Section 3.02. Title to Shares. Upon entry of the Bankruptcy Order and the District Court Order, at the Closing, Sellers shall transfer to Purchaser all of their right, title and interest in and to the Shares.

Section 3.03. Brokers. With the exception of DDJ Capital Management, LLC (the expenses of which shall be the sole responsibility of Sellers), no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of either of the Sellers.

Section 3.04. Limitation. No representations and warranties, other than the representations and warranties expressly set forth in this Article III, are made by the Sellers.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to each of the Sellers that:

Section 4.01. Organization and Authority of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands. Purchaser has the requisite corporate power and authority to execute and to deliver this Agreement and the Collateral Agreements to which it is or will be a party and, in the event the Bankruptcy Order is entered by the U.S. Bankruptcy Court and the District Court Order is entered by the U.S. District Court, to perform its obligations hereunder and under such Collateral Agreements. The execution and delivery of this Agreement and the Collateral Agreements to which it is or will be a party and, in the event the Bankruptcy Order is entered by the U.S. Bankruptcy Court and the District Court Order is entered by the U.S. District Court, the performance by Purchaser of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby, have been duly authorized by its Board of Directors. No shareholder approval or other corporate action on the part of Purchaser is necessary to authorize the execution and delivery of this Agreement or the Collateral Agreements or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly

7 executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except in each case as such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity. Each of the Collateral Agreements, when executed and delivered by Purchaser at Closing, shall constitute a valid binding agreement of Purchaser enforceable against Purchaser in accordance with its terms, except in each case as such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity.

Section 4.02. Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission, in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser or any of its Affiliates.

Section 4.03. Restrictions of Shares. Purchaser represents and warrants to Sellers that:

(i) it is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Act”);

(ii) it has sufficient knowledge and experience in investing in companies similar to CSR so as to be able to evaluate the risks and merits of its investment and it is able financially to bear the risks thereof;

(iii) it and its advisors have been afforded (a) full access to all books, records, financial statements, appraisals, agreements and other documents with respect to or of CSR and is assets, liabilities, agreements and business plans; (b) the opportunity to ask questions of representatives of CSR and obtain answers to any questions it may have had with respect to such assets, liabilities, agreements and business plans, and obtain any additional information to the extent CSR possesses such information or could acquire it without unreasonable effort or expense relative to CSR and its assets, liabilities, agreements and business plans, and necessary to verify the accuracy of any books, records, financial statements, appraisals, agreements, documents and other information of CSR; and

(iv) it understands that the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration requirements of the Act and Purchaser will not distribute or transfer the Shares in a manner that will violate the Act.

Section 4.04. Affiliate Status. Purchaser is not an Affiliate of Michael Lauer or any of the Lancer Entities.

Section 4.05. Disclosure. No representation or warranty made by Purchaser, its agents or representatives to either Seller in connection with this Agreement, at any time prior to the Closing, does or will knowingly contain any untrue statement of a material fact and does or will

8 knowingly omit to state any material fact necessary to make any statement therein not misleading.

Section 4.06. Source of Funds; Solvency. Purchaser shall use to its own funds and not those of any other Person not affiliated with Purchaser for the payment of the Purchase Price. Purchaser is not “insolvent” and the consummation of the transactions contemplated hereby will not render it “insolvent.” The term “insolvent” means the present fair salable value of the assets of Purchaser is less than the amount of the total liabilities. The term “liabilities” includes any legal liability, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent. Purchaser has not incurred debts beyond its ability to pay as they mature. The realization of Purchaser’s current assets in the ordinary course of business will be sufficient to pay Purchaser’s recurring current, short-term debt and long-term debt service as such debts mature. Immediately after giving effect to the consummation of the transactions contemplated hereby, Purchaser will not be left with “unreasonably small capital” with which to conduct its business or any business in which it is anticipated it will engage. The capital of Purchaser is not, and after the consummation of the transactions contemplated hereby will not be, impaired. By executing and delivering this Agreement, any Collateral Agreement, or any other documents contemplated hereby, or by entering into any of the transactions contemplated hereby, Purchaser does not intend to hinder, delay payment to or defraud any Person to whom Purchaser is indebted. The source of funds used to purchase the Shares are not the proceeds of, or derived from, any criminal activity, and Purchaser has not in respect of the transactions contemplated hereby violated, in any material respect, 18 U.S.C. Section 1956 (Laundering of Monetary Instruments) or Section 1957 (Engaging in Monetary Transactions and Property Derived from Specified Unlawful Activities).

Section 4.07. Limitation. No representations and warranties, other than the representations and warranties expressly set forth in this Article IV, are made by Purchaser.

ARTICLE V

COVENANTS

Section 5.01. Further Assurances. From time to time, as and when requested by any party, the other parties shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate and make effective the actions contemplated hereby.

Section 5.02. Confidentiality; Publicity. The parties shall keep the transaction contemplated hereby and all non-public information concerning the parties obtained in connection with the transactions contemplated hereby confidential, except (i) as may be required by applicable Law, including, if necessary, the filing of a Schedule 13D or 13G with the SEC, (ii) except in connection with the entry of the Bankruptcy Order and/or the District Court Order and except to the extent deemed necessary or reasonably deemed desirable for inclusion in any pleading filed with the U.S. Bankruptcy Court or the U.S. District Court seeking approval of this Agreement, including, a motion for approval of this Agreement, the Bankruptcy Order and the District Court Order or in connection with any additional offers or bids, and any bidding

9 procedures relating thereto, relating to the purchase and sale of the Shares and (iii) except in connection with the SEC’s, or any other Governmental Authority’s, investigation of Michael Lauer or any of the Lancer Entities or Sellers; provided, however, that the foregoing confidentiality obligation shall not apply to the furnishing of information by Sellers or on Sellers’ behalf to DDJ Capital Management, LLC, legal counsel and accountants on a “need to know” basis, it being understood that such representatives shall be informed of the highly confidential nature of the information and the transactions contemplated hereby and that by receiving such information, they are agreeing to be bound by this Section 5.02; provided, further, that the foregoing confidentiality obligation and any other confidentiality obligations of the parties hereto, including pursuant to the Confidentiality Agreement, dated as of December 8, 2003, among Receiver, CSR, Merritt Litigation Support, Inc. and Purchaser shall not apply to the furnishing of information by Purchaser or on Purchaser’s behalf to CSR, its agents or representatives, it being understood that CSR, such agents and representatives shall be informed of the highly confidential nature of the information and the transactions contemplated hereby and that by receiving such information, they are agreeing to be bound by this Section 5.02. The parties hereto shall consult with each other and shall mutually agree (the agreement of each party not to be unreasonably withheld or delayed) upon the content and timing of any press release or other public statements with respect to the transactions contemplated by this Agreement and shall not issue any such press release or make any such public statement prior to such consultation and agreement, except as may be required in connection with the Cases or by applicable Law or by obligations pursuant to any listing agreement with any securities exchange or any stock exchange regulations as advised by counsel; provided, however, that each party shall give prior written notice to the other parties of the content and timing of any such press release or other public statement required by applicable Law or by obligations pursuant to any listing agreement with any securities exchange or any stock exchange regulations. Any such press release public announcements or other disclosures shall be made in material compliance with all applicable securities laws.

Section 5.03. Bankruptcy Court Order.

(a) Lancer Partners shall use best efforts to, on an expeditious basis, file with the U.S. Bankruptcy Court a motion or motions, in form and substance reasonably acceptable to Purchaser and Sellers, seeking entry of the Bankruptcy Order (A) approving, among other things, (i) the execution and delivery of this Agreement by Lancer Partners, (ii) the sale by Lancer Partners of the Lancer Partners Shares to Purchaser in accordance with the terms and conditions of this Agreement and the execution of related stock powers, (iii) the vesting in Purchaser of title to the Lancer Partners Shares, pursuant to Section 363 of the Bankruptcy Code, free and clear of all Claims and interests, (iv) the requirement that additional offers or bids be made for the purchase and sale of the Lancer Partners Shares upon identical terms, conditions and provisions contained in this Agreement, except for a higher purchase price, and (v) the insulation of the Receiver, in all respects, from any and all Liability or Losses arising in connection with this Agreement, any of the Collateral Agreements to which Lancer Partners is a party, the consummation of the transactions contemplated hereby and thereby and otherwise in connection with the purchase and sale of the Lancer Partners Shares and (B) acknowledging that Purchaser is simultaneously purchasing the Lancer Offshore Shares, that provides that any rights and claims of Lancer Partners to the Lancer Offshore Shares is limited to the proceeds of the sale of

10 the Lancer Offshore Shares, and that further provides that Lancer Partners shall have no claims as against Purchaser with respect to the Lancer Offshore Shares or its purchase thereof.

(b) Prior to entry of the Bankruptcy Order, Sellers shall accurately inform the U.S. Bankruptcy Court of all material facts of which they are aware relating to this Agreement and the transactions contemplated hereby. In complying with this Section 5.03(b), Sellers shall not be constrained in any manner by the confidentiality restrictions set forth in Section 5.02 hereof. Purchaser and Sellers agree to use their reasonable commercial efforts to cause the U.S. Bankruptcy Court to enter the Bankruptcy Order on an expeditious basis.

(c) If a Bankruptcy Order or any other orders of the U.S. Bankruptcy Court relating to this Agreement shall be appealed by any Person (or a petition for certiorari or motion for rehearing or reargument shall be filed with respect thereto), each Seller agrees to use reasonable best efforts to defend against such appeal, petition or motion and to obtain an expedited resolution of such appeal, and Purchaser agrees to cooperate reasonably in such efforts; provided, however, that nothing herein shall preclude the parties hereto from consummating the transactions contemplated herein if the Bankruptcy Order shall have been entered and has not been stayed and Purchaser, in its sole discretion, waives in writing the requirement that the Bankruptcy Order be a Final Order.

(d) Sellers shall consult with Purchaser at Purchaser’s request concerning the status of the Bankruptcy Order and the Bankruptcy Case. Sellers further covenant and agree that the terms of any plan of reorganization submitted by any Seller to the U.S. Bankruptcy Court for confirmation shall not conflict with the terms of this Agreement and the rights of Purchaser hereunder, or prevent, interfere or delay in any material respect with the consummation or performance of the transactions contemplated by this Agreement including any transaction that is contemplated by or approved pursuant to the Bankruptcy Order.

Section 5.04. District Court Order.

(a) Lancer Offshore shall use best efforts to, on an expeditious basis, file a motion or motions with the U.S. District Court seeking entry of the District Court Order (A) approving, among other things, (i) the execution and delivery of this Agreement by Lancer Offshore, (ii) the sale by Lancer Offshore of the Lancer Offshore Shares to Purchaser in accordance with the terms and conditions of this Agreement and the execution of related stock powers, (iii) the vesting in Purchaser of title to the Shares, free and clear of all Claims and interests, and (iv) the insulation of the Receiver, in all respects, from any and all Liability or Losses arising in connection with this Agreement, any of the Collateral Agreements to which Lancer Offshore is a party, the consummation of the transactions contemplated hereby and thereby and otherwise in connection with the purchase and sale of the Lancer Offshore Shares and (B) acknowledging that Purchaser is simultaneously purchasing the Lancer Partners Shares, that provides that any rights and claims of Lancer Offshore to the Lancer Partners Shares is limited to the proceeds of the sale of the Lancer Partners Shares, and that further provides that Lancer Offshore shall have no claims as against Purchaser with respect to the Lancer Partners Shares or its purchase thereof.

(b) Prior to entry of the District Court Order, Sellers shall accurately inform the U.S. District Court of all material facts of which they are aware relating to this Agreement and the

11 transactions contemplated hereby. In complying with this Section 5.03(b), Sellers shall not be constrained in any manner by the confidentiality restrictions set forth in Section 5.02 hereof. Purchaser and Sellers agree to use their reasonable best efforts to cause the U.S. District Court to enter the District Court Order on an expeditious basis.

(c) If the District Court Order or any other orders of the U.S. District Court relating to this Agreement shall be appealed by any Person (or a petition for certiorari or motion for rehearing or reargument shall be filed with respect thereto), each of the Sellers agrees to use reasonable best efforts to defend against such appeal, petition or motion and to obtain an expedited resolution of such appeal, and Purchaser agrees to cooperate reasonably in such efforts; provided, however, that nothing herein shall preclude the parties hereto from consummating the transactions contemplated herein if the District Court Order shall have been entered and has not been stayed and Purchaser, in its sole discretion, waives in writing the requirement that the District Court Order be a Final Order.

(d) Sellers shall consult with Purchaser at Purchaser’s request concerning the status of the District Court Order.

Section 5.05. Certain Seller Expenses. Between the date of the Letter Agreement and the date hereof each of the Sellers has, and from the date of this Agreement, each of the Sellers will, use the Legal Fee Advance for the sole purpose of covering legal fees incurred by Sellers in connection with the drafting, negotiation, execution and delivery of this Agreement, the Collateral Agreements, and the consummation of the transactions contemplated hereby, and its obtaining approval of this Agreement and the transactions contemplated hereby by the U.S. Bankruptcy Court and the U.S. District Court.

Section 5.06. Lancer Offshore Lock-Up. Prior to the Closing, Lancer Offshore will agree to substantially similar lock-up provisions and restrictions, regarding the Remaining Shares, that are agreed to by other existing holders of greater than 500,000 shares of common stock of CSR in connection with the Private Placement (the “Lock-Up Restrictions”); provided, that any such Lock-Up Restrictions imposed upon Lancer Offshore shall expire no later than 12 months following the closing of such Private Placement, and provided further, that, any such Lock-Up Restrictions imposed upon Lancer Offshore shall be waived to the fullest extent also waived from time to time for any such holder of CSR’s common stock.

Section 5.07. Restrictions on Transfers. Between the date hereof and the earlier of (i) any termination of this Agreement pursuant to Section 7.02 hereof and (ii) the Closing Date, neither of the Sellers shall sell, transfer, convey, pledge or otherwise dispose of any right, title or interest in and to the Shares to any Person other than Purchaser, nor shall either of the Sellers contract to do any of the foregoing; provided, however, that Sellers shall not be subject to the transfer restrictions contained in this Section 5.07 in the event that the U.S. Bankruptcy Court or the U.S. District Court approves the assignment, sale, transfer, conveyance or other disposition (whether in one or a series of transactions) of any of the Shares or the rights of either of the Sellers in respect thereof to a Person (or group of Persons) other than Purchaser or an Affiliate of Purchaser.

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ARTICLE VI

CLOSING

Section 6.01. Closing. Subject to the terms and conditions of this Agreement, the acquisition of the Shares contemplated hereby shall take place at a closing (the “Closing”) to be held commencing at 10:00 a.m., Eastern time, no later than the fifth Business Day following the date of satisfaction or waiver of all other conditions to the obligations of the parties set forth in Sections 6.03 and 6.04, at the offices of Hunton & Williams LLP, 1111 Brickell Avenue, 25th Floor, Miami, Florida 33131, or at such other time or on such other date or at such other place as Sellers and Purchaser may mutually agree upon in writing (the day on which the Closing takes place being the “Closing Date”).

Section 6.02. Deliveries at Closing. At the Closing:

(a) Purchaser shall deliver to Sellers the items described below in clauses (i) through (iii):

(i) the Closing Payment, by wire transfer of immediately available funds to the account or accounts designated by Sellers in a written notice to Purchaser delivered no later than two (2) Business Days prior to the Closing;

(ii) the officer’s certificate referenced in Section 6.03(c); and

(iii) all other documents, certificates, instruments or writings set forth in Section 6.03.

(b) Sellers shall deliver to Purchaser the items described in clauses (i) through (iii) below:

(i) the officers’ certificate referenced in Section 6.04(c);

(ii) the stock certificates, stock powers and stock transfer stamps referenced in Section 6.04(e); and

(iii) all other documents, certificates, instruments or writings set forth in Section 6.04 or as otherwise may be reasonably requested by Purchaser.

Section 6.03. Conditions to Obligations of Sellers. The obligations of Sellers under this Agreement to consummate the transactions contemplated hereby to be consummated at the Closing shall be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived at the option of Sellers:

(a) The representations and warranties of Purchaser made in this Agreement or in any exhibit, schedule or document delivered pursuant hereto shall be true and correct in all material respects, in each case when made and as of the Closing Date as if made on and as of that date (other than such representations or warranties that expressly speak only as of a specific date, which need only be true and correct as of such date).

13 (b) The terms, covenants and conditions to be complied with and performed by Purchaser under this Agreement on or prior to the Closing Date shall have been complied with or performed by Purchaser.

(c) Sellers shall have received a certificate, dated as of the Closing Date, executed on behalf of Purchaser by an authorized officer of Ritchie Capital Management, L.L.C., investment adviser to Purchaser, certifying that the conditions specified in Section 6.03(a) and Section 6.03(b) have been fulfilled and certifying that Purchaser is not bound by nor does Purchaser have knowledge of any Governmental Order in effect restraining, enjoining or otherwise preventing consummation of the transactions contemplated hereby and no action, suit, investigation or proceeding shall have been instituted or threatened to restrain or prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby.

(d) Sellers shall have received (i) a true and complete copy, certified by the Secretary or Assistant Secretary of Purchaser, of Purchaser’s certificate of incorporation, bylaws and other constituent documents, and (ii) a certificate of the Secretary or Assistant Secretary of Purchaser certifying the names and signatures of the officers of Purchaser that executed this Agreement and any officers of Purchaser that execute any of the Collateral Agreements to which it is a party and the other documents to be delivered hereunder.

(e) The Bankruptcy Order shall have been entered by the U.S. Bankruptcy Court.

(f) The District Court Order shall have been entered by the U.S. District Court.

(g) There shall not be in effect any Governmental Order restraining, enjoining or otherwise preventing consummation of the transactions contemplated hereby and no action, suit, investigation or proceeding shall have been instituted or threatened to restrain or prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby.

(h) If the Private Placement shall have been consummated, Lancer Offshore shall have been granted in connection therewith, certain registration rights with respect to the Remaining Shares to the maximum extent granted to other any purchaser participating in the Private Placement.

(i) All required Consents to the consummation of the transactions contemplated hereby shall have been obtained.

Section 6.04. Conditions to Obligations of Purchaser. The obligations of Purchaser under this Agreement to consummate the transactions contemplated hereby to be consummated at the Closing shall be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived at the option of Purchaser, as applicable:

(a) The representations and warranties of Sellers made in this Agreement or in any exhibit, schedule or document delivered pursuant hereto shall be true and correct in all material respects in each case when made and as of the Closing Date as if made on and as of that date (other than any such representations or warranties that expressly speak only as of a specific date, which need only be true and correct as of such date).

14 (b) The terms, covenants and conditions to be complied with and performed by each Seller under this Agreement on or prior to the Closing Date shall have been complied with or performed by each Seller.

(c) Purchaser shall have received a certificate dated as of the Closing Date, executed on behalf of each Seller, by an authorized representative thereof, certifying that the conditions specified in Section 6.04(a), Section 6.04(b), Section 6.04(f) and Section 6.04(g) have been fulfilled and certifying that neither Seller is bound by nor does either Seller have knowledge of any Governmental Order in effect restraining, enjoining or otherwise preventing consummation of the transactions contemplated hereby and no action, suit, investigation or proceeding shall have been instituted or threatened to restrain or prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby.

(d) Purchaser shall have received (i) copies of each Seller’s certificate of incorporation, bylaws, partnership agreement and other constituent documents in the possession of the Receiver prior to the Closing Date; and (ii) a certificate of the Receiver certifying the name and signature of the Receiver.

(e) Purchaser shall have received certificates representing the Shares, duly endorsed in blank or accompanied by duly endorsed stock transfer powers and with all requisite transfer tax stamps attached.

(f) The Bankruptcy Order shall have been entered by the U.S. Bankruptcy Court and such order shall be in full force and effect and shall be a Final Order that is no longer subject to any appeal.

(g) The District Court Order shall have been entered by the U.S. District Court and such order shall be in full force and effect and shall be a Final Order that is no longer subject to any appeal.

(h) There shall not be in effect any Governmental Order restraining, enjoining or otherwise preventing the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement and no action, suit, investigation or proceeding shall have been instituted or threatened to restrain or prohibit or otherwise challenge the legality or validity of the execution and delivery of this Agreement or the transactions contemplated hereby.

(i) Lancer Offshore shall have entered into the Lock-Up Restrictions as contemplated by Section 5.06.

(j) The Private Placement shall have been consummated (it being understood that for purposes of this Section 6.04(j), the Private Placement shall be deemed consummated if it is closed or otherwise consummated in escrow with the sole condition to the release of the proceeds from such Private Placement from escrow being the Closing under this Agreement) and with respect to the Remaining Shares, Lancer Offshore shall have been granted certain registration rights to the extent granted to other purchasers participating in the Private Placement as contemplated in Section 6.03(i).

15 (k) All required Consents to the consummation of the transactions contemplated hereby shall have been obtained.

ARTICLE VII

TERMINATION

Section 7.01. [Intentionally omitted.].

Section 7.02. Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:

(a) by mutual written consent of each of Sellers and Purchaser;

(b) by either of Sellers or Purchaser (provided that such party is not then in material breach of any provisions of this Agreement):

(i) if the U.S. Bankruptcy Court has not entered the Bankruptcy Court Order, in accordance with the terms and conditions contained herein on or prior to the Outside Closing Date;

(ii) if the U.S. District Court has not entered the District Court Order, in accordance with the terms and conditions contained herein on or prior to the Outside Closing Date;

(iii) if the U.S. Bankruptcy Court or the U.S. District Court approves the assignment, sale, transfer, conveyance or other disposition (whether in one or a series of transactions) of any of the Shares or the rights of either of the Sellers in respect thereof to a Person (or group of Persons) other than Purchaser or an Affiliate of Purchaser; provided that this right of termination may be exercised upon such approval (and without any requirement to wait for such approval to become final and non-appealable);

(iv) if a Governmental Authority shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use their reasonable commercial efforts to lift), in each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable;

(v) if the Closing shall not have occurred on or before the Outside Closing Date; or

(c) by Purchaser in the event of any material breach by either of the Sellers of any of their respective agreements, representations or warranties contained herein and the failure of such party to cure such breach within seven days after receipt of notice from Purchaser.

(d) by Sellers in the event of any material breach by Purchaser of any of its agreements, representations or warranties contained herein and the failure of Purchaser to cure such breach within seven days after receipt of notice from Sellers.

16 Section 7.03. Procedure and Effect of Termination. In the event of termination and abandonment of the transactions contemplated hereby pursuant to Section 7.02, written notice thereof shall forthwith be given to the other parties to this Agreement and this Agreement shall terminate and shall be of no further force or effect (subject to the provisions of this Section 7.02 (if applicable)) and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein, then:

(a) upon request therefor, each party shall redeliver all documents, work papers and other material of any other parties relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party that furnished the same;

(b) no party hereto shall have any Liability or further obligation to any other party to this Agreement resulting from such termination except that the provisions of Section 5.02 and this Section 7.03 shall remain in full force and effect and for any such Liability as may have accrued at or prior to the time of such termination; and

(c) the Deposit shall be immediately released from the Escrow Account to Purchaser by wire transfer of immediately available funds, plus Sellers shall immediately deliver to Purchaser by wire transfer of immediately available funds any portion of the Legal Fee Advance not used prior to the date of notice of such termination (subject to the provisions of Section 7.01 (if applicable)); provided, however, that such amounts shall not be delivered to Purchaser as provided herein if this Agreement is terminated by Sellers pursuant to Section 7.02(d), or if this Agreement is terminated by Sellers or Purchaser pursuant to Section 7.02(b)(v) and the failure to consummate the transactions contemplated hereby on or prior to the Outside Closing Date is caused by, or the result of, a material breach by Purchaser of any of its representations, warranties, covenants, agreements or obligations contained herein and Sellers notified Purchaser of such breach and Purchaser failed to cure such breach within seven days after receipt of notice from Sellers.

ARTICLE VIII

SURVIVAL OF REPRESENTATIONS; WARRANTIES AND COVENANTS

Section 8.01. Survival of Representations and Warranties. The representations and warranties of the parties contained in this Agreement or in any instrument delivered pursuant hereto will survive the Closing Date and will remain in full force and effect thereafter for a period of twelve months from the Closing Date. If written notice of an asserted Loss has been given prior to the expiration of the applicable representations and warranties by Purchaser or Sellers, as the case may be, then the relevant representations and warranties of the other parties shall survive as to such asserted Loss, until such matter has been finally resolved. The covenants and agreements of each party in this Agreement and each Collateral Agreement to which it is a party shall survive until fully performed or discharged.

Section 8.02. Limitation of Liability; No Representations, Warranties or Covenants Made by the Receiver. Notwithstanding anything contained herein to the contrary, the Receiver shall not have any Liability whatsoever, nor shall the Receiver be otherwise responsible for any Losses of any Person whatsoever, arising pursuant to or in connection with this Agreement or

17 any Collateral Agreement, the consummation of any of the transactions contemplated herein, or otherwise in connection with the purchase and sale of the Shares. The Receiver has not, will not, and shall not be deemed to have made, any representations, warranties, covenants, agreements or understandings whatsoever, in connection with this Agreement or otherwise.

ARTICLE IX

GENERAL PROVISIONS

Section 9.01. Expenses. Except as otherwise expressly provided herein, each party shall pay any and all costs and expenses, including Purchaser Expenses or Seller Expenses, as applicable, incurred by it incident to this Agreement and in preparing to consummate and in consummating the transactions provided for herein.

Section 9.02. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by telecopy, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.02):

if to Sellers:

	Lancer Offshore, Inc.
	Lancer Partners, L.P.
	c/o Hunton & Williams LLP
	1111 Brickell Avenue
	25th Floor
	Miami, Florida 33131
	Attention:	Marty Steinberg/Receiver
	Facsimile:	(305) 810-2460

with a copy to:

	Hunton & Williams LLP
	1111 Brickell Avenue
	25th Floor
	Miami, FL 33131
	Attention:	David E. Wells, Esq
		Rafael G. Prohias, Esq.
	Facsimile: (305) 810-2460

if to Purchaser:

	RAM Trading, Ltd.
	c/o UBS Fund Services (Cayman) Ltd.
	P.O. Box 852 GT
	UBS House, 227 Elgin Avenue
	George Town
	Grand Cayman, Cayman Islands, British West Indies
	Attention: Jason Jackal
	Facsimile: (345) 914-4060

with copies to:

	RAM Trading, Ltd.
	c/o Ritchie Capital Management, L.L.C.
	2100 Enterprise Avenue
	Geneva, IL 60134
	Attention: General Counsel
	Facsimile: (630) 232-4407

and

	Sidley Austin Brown & Wood LLP
	10 S. Dearborn Street
	Chicago, IL 60603
	Attention: David Sawyier and Michele Ruiz
	Facsimile: (312) 853-7036

Section 9.03. Headings. The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.04. Entire Agreement. This Agreement (including the Collateral Agreements, the exhibits and annexes hereto) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, with respect to the subject matter hereof and except as otherwise expressly provided herein.

Section 9.05. Assignment. Neither party may assign any of its rights under this Agreement prior to the Closing without the prior written consent of the other parties. From and after the Closing Purchaser may assign its rights under this Agreement to any Person.

Section 9.06. No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 9.07. Waivers and Amendments. This Agreement may be amended or modified, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties hereto or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege

19 hereunder, nor any single or partial exercise of any other right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

Section 9.08. Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without references to choice of law principles. Any disputes relating to or arising under this Agreement shall be considered proceedings ancillary to the receivership action styled Securities and Exchange Commission v. Lauer et al., Case No. 03-80612-CIV-ZLOCH (the “Receivership Action”), currently pending before the U.S. District Court. The U.S. District Court presiding over the Receivership Action shall have original and exclusive jurisdiction over any such disputes. The parties hereby irrevocably submit in any suit, action or proceeding arising out of or relating to this Agreement to the exclusive jurisdiction of the U.S. District Court and waives any and all objections to such jurisdiction or venue that it may have under the laws of any state or country, including, without limitation, any argument that jurisdiction, situs and/or venue are inconvenient or otherwise improper. The parties further agree that process may be served upon it in any manner authorized under the laws of the United States or Florida, and waives any objections that it otherwise have to such process.

Section 9.09. Counterparts; Facsimile Signatures. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Execution of this Agreement may be made by facsimile signature which, for all purposes, shall be deemed to be an original signature.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

RAM TRADING, LTD.


By:		/s/ James S. Park
		Name: James S. Park
		Title: VP Ritchie Capital Management LLC, Investment Advisor to RAM Trading, Ltd.

LANCER OFFSHORE, INC.


By:		/s/ Marty Steinberg
Name:			Marty Steinberg
Title:			Receiver for Lancer Offshore, Inc.


LANCER PARTNERS, L.P.

By: Lancer Management Group II, LLC, its General Partner

By:	/.s/ Marty Steinberg
Name:			Marty Steinberg
Title:			Receiver for Lancer Management Group II, LLC

EX-99.5 7 a04-3061_1ex99d5.htm EX-99.5

EXHIBIT 99.5

AMENDMENT TO
STOCK ACQUISITION AGREEMENT

This Amendment to the Stock Acquisition Agreement (the “Amendment”) is entered into the day of December, 2003, by and among RAM TRADING, LTD., a Cayman Islands exempt company (“Purchaser”), LANCER OFFSHORE, INC., a British Virgin Islands company (“Lancer Offshore”) and LANCER PARTNERS, L.P., a Connecticut limited partnership (“Lancer Partners”)(together with Lancer Offshore, the “Sellers,” each a “Seller.”). Capitalized terms that are not defined and used herein shall have the respective meanings set forth in the Agreement (as defined below).

WHEREAS, Purchaser and Sellers are parties to that certain Stock Acquisition Agreement, dated December 16, 2003 (the “Agreement”), pursuant to which Purchaser agreed to purchase and Sellers agreed to sell the Lancer Offshore Shares and the Lancer Partner Shares in accordance with the terms and conditions contained therein;

WHEREAS, under the Agreement, Lancer Offshore agreed to sell 13,347,672 shares of CSR common stock and 103,500.07 shares of CSR Series B preferred stock to Purchaser and Lancer Partners agreed to sell 750,000 shares of CSR common stock to Purchaser;

WHEREAS, the parties have agreed to modify the number of shares of CSR common stock being sold by each of the Sellers under the Agreement to reflect that Lancer Offshore will sell 13,440,853 shares of CSR common stock and Lancer Partners will sell 656,819 shares of CSR common stock; and

WHEREAS, the parties have agreed to amend and revise the Agreement to reflect the foregoing.

NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Amendment to the Agreement.

(a) The third recital contained on page 1 of the Agreement is hereby deleted in its entirety and replaced with the following:

WHEREAS, Lancer Offshore desires to sell 13,440,853 shares of CSR common stock represented by stock certificate No. 0354 and 103,500.07 shares of CSR Series B preferred stock represented by stock certificate No. B-8, representing 24,642.87 shares of CSR Series B preferred stock, and stock certificate No. B-010, representing 78,857.2 shares of CSR Series B preferred stock, and Lancer Partners desires to sell 656,819 shares of CSR common stock represented by stock certificate No. 0355, representing 416,666 shares of CSR common stock, and stock certificate No. 0356, representing 333,334 shares of CSR common stock (collectively, the “Shares”), to Purchaser, and Purchaser desires to acquire from Lancer Offshore and Lancer Partners (Lancer Offshore and Lancer Partners are collectively referred to as “Sellers” and each as a “Seller”), all of each Seller’s right, title and interest in and to the Shares held as of the execution and delivery of this Agreement;

(b) The definition of “Bankruptcy Order” contained in Section 1.01 of the Agreement is hereby deleted in its entirety and replaced with the following:

“‘Bankruptcy Order’ means an order or orders of the U.S. Bankruptcy Court in form and substance satisfactory to Purchaser and Sellers (A) authorizing, among other things, (i) the execution and delivery of this Agreement and the Amendment to this Agreement; (ii) the sale by

Lancer Partners of the Lancer Partners Shares to Purchaser in accordance with the terms and conditions of this Agreement, the Amendment to this Agreement and the execution of related stock powers, (iii) the vesting in Purchaser of title to the Lancer Partner Shares, pursuant to Section 363 of the Bankruptcy Code, free and clear of all Claims and interests, and (iv) the insulation of the Receiver, in all respects, from any and all Liability or Losses arising in connection with this Agreement, any of the Collateral Agreements to which Lancer Partners is a party, the consummation of the transactions Lancer Partners contemplated hereby and thereby and otherwise in connection with the purchase and sale of the Shares and (B) acknowledging that Purchaser is simultaneously purchasing the Lancer Offshore Shares, that provides that any rights and claims of Lancer Partners to the Lancer Offshore Shares are limited to the proceeds of the sale of the Lancer Offshore Shares, and that further provides that Lancer Partners shall have no claims as against Purchaser with respect to the Lancer Offshore Shares or its purchase thereof.”

(c) The definition of “District Court Order” contained in Section 1.01 of the Agreement is hereby deleted in its entirety and replaced with the following:

“‘District Court Order’ means an order or orders of the U.S. District Court in form and substance satisfactory to Purchaser and Sellers (A) authorizing, among other things, (i) the execution and delivery by Lancer Offshore of this Agreement and the Amendment to this Agreement, (ii) the sale by Lancer Offshore of the Lancer Offshore Shares to Purchaser in accordance with the terms and conditions of this Agreement, the Amendment to this Agreement and the execution of related stock powers, (iii) the vesting in Purchaser of title to the Lancer Offshore Shares, free and clear of all Claims and interests, and (iv) the insulation of the Receiver, in all respects, from any and all Liability or Losses arising in connection with this Agreement, any of the Collateral Agreements to which Lancer Offshore is a party, the consummation of the transactions Lancer Offshore contemplated hereby and thereby and otherwise in connection with the purchase and sale of the Shares and (B) acknowledging that Purchaser is simultaneously purchasing the Lancer Partners Shares, that provides that any rights and claims of Lancer Offshore to the Lancer Partners Shares are limited to the proceeds of the sale of the Lancer Partners Shares, and that further provides that Lancer Offshore shall have no claims as against Purchaser with respect to the Lancer Partners Shares or its purchase thereof.”

(d) The definition of “Outside Closing Date” contained in Section 1.01 of the Agreement entitled is hereby deleted in its entirety and replaced with the following:

“‘Outside Closing Date’ shall mean March 1, 2004; provided, however, that, if the Bankruptcy Order and the District Court Order have been entered on or before March 1, 2004 and the Bankruptcy Order is a Final Order that is no longer subject to any appeal, but the District Court Order is not a Final Order that is no longer subject to appeal, then the Outside Closing Date shall be the earlier of March 29, 2004 and (ii) five business days after the District Court Order becomes a Final Order that is no longer subject to any appeal.”

(e) The definition of “Remaining Shares” contained in Section 1.01 of the Agreement entitled is hereby deleted in its entirety and replaced with the following:

“‘Remaining Shares’ means the 1,906,819 shares of CSR common stock held by Lancer Offshore and the 93,181 shares of CSR common stock held by Lancer Partners that are not being sold to Purchaser pursuant to this Agreement or otherwise.”

(f) Subsection (b) of Section 2.01 of the Agreement is hereby deleted in its entirety and replaced with the following:

“(b) Notwithstanding anything contained in this Agreement to the contrary, the parties expressly acknowledge and agree that each of the Sellers shall retain all of its assets, properties and rights other than the Shares, including, with respect to Lancer Offshore, the Remaining Shares held by Lancer Offshore, and with respect to Lancer Partners, the Remaining Shares held by Lancer Partners.”

(g) Subsection (a) of Section 5.03 of the Agreement is hereby deleted in its entirety and replaced with the following:

“(a) Lancer Partners shall use best efforts to, on an expeditious basis, file with the U.S. Bankruptcy Court a motion or motions, in form and substance reasonably acceptable to Purchaser and Sellers, seeking entry of the Bankruptcy Order (A) approving, among other things, (i) the execution and delivery by Lancer Partners of this Agreement and the Amendment to this Agreement, (ii) the sale by Lancer Partners of the Lancer Partners Shares to Purchaser in accordance with the terms and conditions of this Agreement, the Amendment to this Agreement and the execution of related stock powers, (iii) the vesting in Purchaser of title to the Lancer Partners Shares, pursuant to Section 363 of the Bankruptcy Code, free and clear of all Claims and interests, (iv) the requirement that additional offers or bids be made for the purchase and sale of the Lancer Partners Shares upon identical terms, conditions and provisions as contained in this Agreement, except for a higher purchase price, and (v) the insulation of the Receiver, in all respects, from any and all Liability or Losses arising in connection with this Agreement, any of the Collateral Agreements to which Lancer Partners is a party, the consummation of the transactions Lancer Partners contemplated hereby and thereby and otherwise in connection with the purchase and sale of the Shares and (B) acknowledging that Purchaser is simultaneously purchasing the Lancer Offshore Shares, that provides that any rights and claims of Lancer Partners to the Lancer Offshore Shares are limited to the proceeds of the sale of the Lancer Offshore Shares, and that further provides that Lancer Partners shall have no claims as against Purchaser with respect to the Lancer Offshore Shares or its purchase thereof.”

(h) Subsection (a) of Section 5.04 of the Agreement is hereby deleted in its entirety and replaced with the following:

“(a) Lancer Offshore shall use best efforts to, on an expeditious basis, file a motion or motions with the U.S. District Court seeking entry of the District Court Order (A) approving, among other things, (i) the execution and delivery by Lancer Offshore of this Agreement and the Amendment to this Agreement, (ii) the sale by Lancer Offshore of the Lancer Offshore Shares to Purchaser in accordance with the terms and conditions of this Agreement, the Amendment to this Agreement and the execution of related stock powers, (iii) the vesting in Purchaser of title to the Lancer Offshore Shares, free and clear of all Claims and interests, and (iv) the insulation of the Receiver, in all respects, from any and all Liability or Losses arising in connection with this Agreement, any of the Collateral Agreements to which Lancer Offshore is a party, the consummation of the transactions Lancer Offshore contemplated hereby and thereby and otherwise in connection with the purchase and sale of the Shares and (B) acknowledging that Purchaser is simultaneously purchasing the Lancer Partners Shares, that provides that any rights and claims of Lancer Offshore to the Lancer Partners Shares are limited to the proceeds of the sale of the Lancer Partners Shares, and that further provides that Lancer Offshore shall have no claims as against Purchaser with respect to the Lancer Partners Shares or its purchase thereof.”

(i) Section 5.06 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Section 5.06. Sellers Lock-Up. Prior to the Closing, each of the Sellers will agree to substantially similar lock-up provisions and restrictions, regarding the Remaining Shares, that are agreed to by other existing holders of greater than 500,000 shares of common stock of CSR in connection with the Private Placement (the “Lock-Up Restrictions”); provided, that any such Lock-Up Restrictions imposed upon the Sellers shall expire no later than 12 months following the closing of such Private Placement, and provided further, that, any such Lock-Up Restrictions imposed upon the Sellers shall be waived to the fullest extent also waived from time to time for any such holder of CSR’s common stock.”

(j) Subsection (h) of Section 6.03 of the Agreement is hereby deleted in its entirety and replaced with the following:

“(h) If the Private Placement shall have been consummated, Sellers shall have been granted in connection therewith, certain registration rights with respect to the Remaining Shares to the maximum extent granted to any other purchaser participating in the Private Placement.”

(k) Subsection (i) of Section 6.04 of the Agreement is hereby deleted in its entirety and replaced with the following:

“(i) Each of the Sellers shall have entered into the Lock-Up restrictions as contemplated by Section 5.06.”

(l) Subsection (j) of Section 6.04 of the Agreement is hereby deleted in its entirety and replaced with the following:

“(j) The Private Placement shall have been consummated (it being understood that for the purposes of this Section 6.04(j), the Private Placement shall be deemed consummated if it is closed or otherwise consummated in escrow with the sole condition to the release of the proceeds from such Private Placement from escrow being the Closing under this Agreement) and with respect to the Remaining Shares, Sellers shall have been granted certain registration rights to the extent granted to other purchasers participating in the Private Placement as contemplated in Section 6.03(i).”

2. Purchaser represents and warrants to each of the Sellers that it has the requisite corporate power and authority to execute and deliver this Amendment.

3. Each of the Sellers jointly and severally represents and warrants to the Purchaser that each of the Sellers has the requisite power and authority to execute and deliver this Amendment.

4. All references to “this Agreement” or “the Agreement” in the Agreement shall mean the Agreement as amended by this Amendment.

5. Except as amended hereby, the Agreement is reconfirmed in all respects and remains in full force and effect.

6. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Florida, without references to choice of law principles. Any disputes relating to or arising under this Amendment shall be considered proceedings ancillary to the receivership action styled Securities and

Exchange Commission v. Lauer et al., Case No. 03-80612-CIV-ZLOCH (the “Receivership Action”), currently pending before the U.S. District Court. The U.S. District Court presiding over the Receivership Action shall have original and exclusive jurisdiction over any such disputes. The parties hereby irrevocably submit in any suit, action or proceeding arising out of or relating to this Amendment to the exclusive jurisdiction of the U.S. District Court and waives any and all objections to such jurisdiction or venue that it may have under the laws of any state or country, including, without limitation, any argument that jurisdiction, situs and/or venue are inconvenient or otherwise improper. The parties further agree that process may be served upon it in any manner authorized under the laws of the United States or Florida, and waives any objections that it otherwise have to such process.

6. This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Execution of this Amendment may be made by facsimile signature which, for all purposes, shall be deemed an original signature.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement as of the date first written above.

RAM TRADING, LTD.

By:	/s/ James S. Park
		Name: James S. Park
		Title: VP Ritchie Capital Management LLC, Investment Advisor to RAM Trading, Ltd.


LANCER OFFSHORE, INC.

By:	/s/ Marty Steinberg
		Name: Marty Steinberg
		Title: Receiver for Lancer Offshore, Inc.


LANCER PARTNERS, L.P.

By:	Lancer Management Group II, LLC, its General Partner

By:	/s/ Marty Steinberg
		Name: Marty Steinberg
		Title: Receiver for Lancer Management Group II, LLC

EX-99.6 8 a04-3061_1ex99d6.htm EX-99.6

EXHIBIT 99.6

STOCK ACQUISITION AGREEMENT

BETWEEN

CONTINENTAL SOUTHERN RESOURCES, INC.

AND

RAM TRADING, LTD.

DATED AS OF DECEMBER 16, 2003

TABLE OF CONTENTS

ARTICLE I. DEFINITIONS
Section 1.01	Certain Defined Terms
Section 1.02	Other Defined Terms
Section 1.03	Construction

ARTICLE II. PURCHASE AND SALE
Section 2.01	Purchase and Sale of the Shares
Section 2.02	Purchase Price
Section 2.03	Delivery of Shares

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER
Section 3.01	Organization and Authority of Seller
Section 3.02	No Conflicts
Section 3.03	Shares
Section 3.04	Brokers
Section 3.05	Limitation

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER
Section 4.01	Organization and Authority of Purchaser
Section 4.02	Solvency
Section 4.03	Disclosure
Section 4.04	No Conflicts
Section 4.05	Consents and Approvals
Section 4.06	Brokers
Section 4.07	Limitation

ARTICLE V. COVENANTS
Section 5.01	Assignment of Lancer Agreement
Section 5.02	Release of Information

ARTICLE VI. CLOSING
Section 6.01	Closing
Section 6.02	Deliveries at Closing
Section 6.03	Conditions to Obligations of Seller
Section 6.04	Conditions to Obligations of Purchaser

ARTICLE VII. TERMINATION
Section 7.01	Termination
Section 7.02	Procedure and Effect of Termination

ARTICLE VIII. GENERAL PROVISIONS
Section 8.01	Expenses
Section 8.02	Notices
Section 8.03	Headings

Section 8.04	Entire Agreement
Section 8.05	Assignment
Section 8.06	No Third Party Beneficiaries
Section 8.07	Waivers and Amendments
Section 8.08	Governing Law
Section 8.09	Counterparts; Facsimile Signatures

STOCK ACQUISITION AGREEMENT

This Stock Acquisition Agreement (this “Agreement”), dated as of December 16, 2003, is entered into by and between Continental Southern Resources, Inc., a Nevada corporation (“Purchaser”) and RAM Trading, Ltd., a Cayman Islands exempt company (“Seller”).

WITNESSETH:

WHEREAS, certain capitalized terms used in this Agreement are defined in Article 1 hereto;

WHEREAS, Seller has entered into a Stock Acquisition Agreement, of even date herewith (the “Lancer Agreement”), among Seller, Lancer Offshore, Inc. (“Lancer”) and Lancer Partners, L.P. (“Lancer Partners” and together with Lancer, the “Lancer Entities”) pursuant to which Seller has agreed to purchase from Lancer 13,347,672 shares of CSR’s issued and outstanding common stock and 103,500.07 shares of CSR’s issued and outstanding Series B preferred stock and from Lancer Partners 750,000 shares of CSR’s issued and outstanding stock (collectively, the “Shares”), subject to the terms and conditions set forth in the Lancer Agreement; and

WHEREAS, if Seller purchases the Shares pursuant to the Lancer Agreement, Seller desires to immediately sell to Purchaser and Purchaser desires to immediately acquire from Seller, all right, title and interest, if any, in and to the Shares conveyed to Seller under the Lancer Agreement.

ARTICLE I.

DEFINITIONS

Section 1.01 Certain Defined Terms.

As used in this Agreement, the following terms have the following meanings:

“Assumption Agreement” means the assumption agreement in the form attached hereto as Exhibit A.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in New York, New York.

“Collateral Agreements” means all transfer documents to be delivered at Closing, including the Instrument of Assignment and the Assumption Agreement.

“Consent” means any consent, waiver, approval, permission, agreement, notification, order, permit, license, filing, or certification.

“Contract” means any agreement, instrument, understanding or indenture.

“Governmental Authority” means any government, any governmental entity, commission, agency or instrumentality, and any court, tribunal, or judicial body, whether federal, state, local or foreign.

“Governmental Order” means any order, judgment, injunction, decree, ruling or award entered by or with any Governmental Authority.

“Instrument of Assignment” means the instrument of assignment in the form attached hereto as Exhibit B.

“Law” means any federal, state, local or foreign statute, law, ordinance, regulation, rule, or rule of common law.

“Private Placement” means the private placement of Purchaser’s common stock for an aggregate purchase price of at least $30 million.

“Seller Expenses” means Seller’s out-of-pocket expenses (including financial advisor’s, accountants’ or attorney’s fees and expenses and filing fees) incurred in connection with the preparation, negotiation and performance of this Agreement.

Section 1.02 Other Defined Terms.

The following terms have the meanings defined for such terms in the Sections set forth below:

Term		Section
Agreement		Preamble
Closing		6.01
Closing Date		6.01
Closing Payment		2.02
Deposit		2.02
Lancer		Recitals
Lancer Partners		Recitals
Lancer Agreement		Recitals
Seller		Preamble
Purchase Price		2.02
Purchaser		Preamble
Seller		Preamble
Shares		Recitals

Section 1.03 Construction.

Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement; (iv) the terms “Article” or “Section” refer to the specified Article or Section of this Agreement; (v) the word “including” shall mean “including, without limitation;” and (vi) the word “or” shall be disjunctive but not exclusive.

The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. This Agreement is the joint drafting product of the parties hereto and each provision has been subject to negotiation and agreement and shall not be construed for or against any party as drafter thereof.

ARTICLE II.

PURCHASE AND SALE

Section 2.01 Purchase and Sale of the Shares. Upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell to Purchaser, and Purchaser shall acquire and accept, the rights, title and interest in and to the Shares that were conveyed to Seller pursuant to the Lancer Agreement.

Section 2.02 Purchase Price. In consideration of the sale by Seller of the Shares, Purchaser shall pay to Seller $5,330,948 (the “Purchase Price”). The Purchase price shall be payable as follows: (a) $400,000 shall be paid to the Seller in cash upon the execution and delivery of this Agreement as an earnest money deposit (the “Deposit”), which Deposit shall be applied to the Purchase Price at the Closing and (b) $4,930,948, plus any amounts paid by Purchaser for transfer stamp taxes under the Lancer Agreement (the “Closing Payment”) shall be payable at Closing to Seller by wire transfer of immediately available funds.

Section 2.03 Delivery of Shares. At the Closing, Seller shall deliver to Purchaser stock certificates representing the Shares that were delivered to Seller in connection with the closing under the Lancer Agreement, duly endorsed in blank or accompanied by duly endorsed stock transfer powers.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser as follows:

Section 3.01 Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and of each of the Collateral Agreements to which it is or will be a party, the performance by Seller of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been and, when executed by Seller, each of the Collateral Agreements to which Seller is a party shall be, duly executed and delivered by Seller. This Agreement constitutes and, when executed by Seller, each of the Collateral Agreements to which it is or will be a party, will constitute, a valid and binding obligation of Seller, enforceable in accordance with its terms, except in each case as such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity.

Section 3.02 No Conflicts. The execution and delivery by Seller of this Agreement does not and will not conflict with, or result in any violation of, or constitute a default under, (i) any provision of the certificate of incorporation or bylaws or other applicable constituent documents of Seller, (ii) any of the terms, conditions or provisions of any Contract to which Seller is a party or by which Seller is bound, and (iii) any Law applicable to or binding on Seller or any of its assets.

Section 3.03 Shares. SELLER MAKES NO REPRESENTATION WITH RESPECT TO THE SHARES AND WILL CONVEY ONLY SUCH RIGHT, TITLE AND INTEREST, IF ANY, IN AND TO THE SHARES THAT WERE CONVEYED TO SELLER PURSUANT TO THE LANCER AGREEMENT. PURCHASER ACCEPTS THE SHARES “AS IS” WITHOUT ANY REPRESENTATION OF ANY KIND.

Section 3.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller.

Section 3.05 Limitation. No representations and warranties, other than the representations and warranties expressly set forth in this Article III, are made by Seller.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller that:

Section 4.01 Organization and Authority of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite corporate power and authority to execute and deliver this Agreement and each of the Collateral Agreements to which it is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and each of the Collateral Agreements to which it is or will be a party, the performance by Purchaser of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Purchaser. This Agreement has been and, when executed by Purchaser, each of the Collateral Agreements to which Purchaser is a party shall be, duly executed and delivered by Purchaser. This Agreement constitutes and, when executed by Purchaser, each of the Collateral Agreements to which it is or will be a party, will constitute, a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except in each case as such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity.

Section 4.02 Solvency. Purchaser is not “insolvent” and the consummation of the transactions contemplated hereby will not render it “insolvent.” The term “insolvent” means the present fair salable value of the assets of Purchaser is less than the amount of the total liabilities. The term “liabilities” includes any legal liability, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent. Purchaser has not incurred debts beyond its ability to pay as they mature. The realization of Purchaser’s current assets in the ordinary course of business will be sufficient to pay Purchaser’s recurring current, short-term debt and long-term debt service as such debts mature. The capital of Purchaser is not, and after the consummation of the transactions contemplated hereby will not be, impaired.

Section 4.03 Disclosure. There is no material non-public information relating to or affecting Purchaser, including the Private Placement, which has not been disclosed by Purchaser to Seller, each of the Lancer Entities and the Receiver (as defined under the Lancer Agreement).

Section 4.04 No Conflicts. The execution and delivery by Purchaser of this Agreement does not and will not conflict with, or result in any violation of, or constitute a default under or given rise to, a right of termination, cancellation or acceleration of any obligation or to a loss of a benefit under, (i) any provision of the certificate of incorporation or bylaws or other applicable constituent documents of Purchaser, (ii) any of the terms, conditions or provisions of any Contract to which Purchaser is a party or by which Purchaser is bound, or (iii) any Law applicable to or binding on Purchaser or any of its assets.

Section 4.05 Consents and Approvals. There are no Consents necessary for Purchaser to obtain in connection with or as a condition to the execution and delivery of this Agreement and the Collateral Agreements and the consummation of the transactions contemplated hereby and thereby.

Section 4.06 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission, in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser or any of its Affiliates. Purchaser has engaged Merritt Litigation Support, Inc. (the expenses of which shall be the sole responsibility of the Purchaser) as a consultant with respect to the transactions contemplated hereby.

Section 4.07 Limitation. No representations and warranties, other than the representations and warranties expressly set forth in this Article IV, are made by Purchaser.

ARTICLE V.

COVENANTS

Section 5.01 Assignment of Lancer Agreement. Effective upon the Closing Seller will assign, convey, transfer and deliver to Purchaser all of its right, title and interest in and under the Lancer Agreement pursuant to the Instrument of Assignment and Purchaser shall assume all of Seller’s obligations under the Lancer Agreement pursuant to the Assumption Agreement.

Section 5.02 Release of Information. Upon the request of Purchaser, Seller shall keep Purchaser reasonably informed of all material matters related to the Lancer Agreement, including, but not limited to, the status of the court approvals and matters relating to the consummation of the transactions contemplated by the Lancer Agreement. Seller shall, to the extent requested by Purchaser, provide Purchaser with all drafts of motions and other court documents furnished to it by any of the Lancer Entities or Receiver. Seller shall, to the extent requested by Purchaser and permitted by law, keep Purchaser reasonably informed about the status of the Lancer Agreement and promptly provide copies of all material written notices, requests, demands, claims and other written communications among Seller, any of the Lancer Entities and the Receiver.

Purchaser understands that any information provided hereunder and the transactions contemplated hereby are highly confidential in nature and that by receiving such information, Purchaser agrees to be bound by the provisions of Section 5.02 of the Lancer Agreement with respect to such information and as a condition to Purchaser disclosing this information to any of its agents or representatives such agents or representatives shall agree to be bound by the provisions of Section 5.02 of the Lancer Agreement.

ARTICLE VI.

CLOSING

Section 6.01 Closing. Subject to the terms and conditions of this Agreement, the acquisition of the Shares contemplated hereby shall take place at a closing (the “Closing”) to be held commencing at 10:00 a.m., Eastern time, immediately following the closing of the transaction contemplated by the Lancer Agreement, but in any event no later than one Business Day following such closing, subject to satisfaction or waiver of all other conditions to the obligations of the parties set forth in Sections 6.03 and 6.04, at the offices of Nixon Peabody, 437 Madison Avenue, New York, NY 10022 (the day on which the Closing takes place being the “Closing Date”).

Section 6.02 Deliveries at Closing. At the Closing:

(a) Purchaser shall deliver to Seller the items described below in clauses (i) through (iii):

(i) the officer’s certificate referenced in Section 6.03(b);

(ii) the Purchase Price, by wire transfer of immediately available funds to the account or accounts designated by Seller in a written notice to Purchaser delivered no later than two (2) Business Days prior to the Closing; and

(iii) all other documents, certificates, instruments or writings set forth in Section 6.03.

(b) Seller shall deliver to Purchaser the items described in clauses (i) through (iii) below:

(i) the officer’s certificate referenced in Section 6.04(b);

(ii) the stock certificates and stock powers referenced in Section 6.04(c); and

(iii) all other documents, certificates, instruments or writings set forth in Section 6.04.

Section 6.03 Conditions to Obligations of Seller. The obligations of Seller under this Agreement to consummate the transactions contemplated hereby to be consummated at the Closing shall be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived at the option of Seller:

(a) The representations and warranties of Purchaser made in this Agreement shall be true and correct in all material respects, in each case when made and as of the Closing Date as if made on and as of that date (other than such representations or warranties that expressly speak only as of a specific date, which need only be true and correct as of such date).

(b) Seller shall have received a certificate, dated as of the Closing Date, executed on behalf of Purchaser by an authorized executive officer thereof, certifying that the condition specified in Section 6.03(a) has been fulfilled.

(c) There shall not be in effect any final, non-appealable Governmental Order restraining, enjoining or otherwise preventing consummation of the transactions contemplated by this Agreement.

(d) Purchaser shall have executed and delivered to Seller the Assumption Agreement.

(e) The sale of the Shares to Seller pursuant to the Lancer Agreement shall have been consummated.

(f) The Private Placement shall have been consummated.

Section 6.04 Conditions to Obligations of Purchaser. The obligations of Purchaser under this Agreement to consummate the transactions contemplated hereby to be consummated at the Closing shall be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived at the option of Purchaser, as applicable:

(a) The representations and warranties of Seller made in this Agreement shall be true and correct in all material respects in each case when made and as of the Closing Date as if made on and as of that date (other than any such representations or warranties that expressly speak only as of a specific date, which need only be true and correct as of such date).

(b) Purchaser shall have received a certificate, dated as of the Closing Date, executed on behalf of Seller by an authorized officer of Ritchie Capital Management, L.L.C., investment adviser to Seller, certifying that the condition specified in Section 6.04(a) has been fulfilled.

(c) Purchaser shall have received certificates representing the Shares that were delivered to Seller at the closing of the transactions contemplated by the Lancer Agreement, duly endorsed in blank or accompanied by duly endorsed stock transfer powers.

(d) There shall not be in effect any final, non-appealable Governmental Order restraining, enjoining or otherwise preventing consummation of the transactions contemplated by this Agreement.

(e) Seller shall have consummated the transactions contemplated by the Lancer Agreement in accordance with the terms and conditions set forth therein and shall not have waived, without Purchaser’s consent, the conditions to closing set forth in the following sections of the Lancer Agreement: Section 6.04(e), Section 6.04(f) and Section 6.04(g).

(f) Seller shall have executed and delivered to Purchaser the Instrument of Assignment and the Assumption Agreement.

(g) The Private Placement shall have been consummated.

ARTICLE VII.

TERMINATION

Section 7.01 Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:

(a) by mutual written consent of each of Seller and Purchaser;

(b) by Seller if a Governmental Authority shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use their reasonable commercial efforts to lift), in each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; or

(c) by either Seller or Purchaser if the Lancer Agreement is terminated prior to the closing of the sale of the Shares thereunder.

Section 7.02 Procedure and Effect of Termination. In the event of termination and abandonment of the transactions contemplated hereby pursuant to Section 7.01, written notice thereof shall forthwith be given to the other party to this Agreement and this Agreement shall terminate (subject to the provisions of this Section 7.02) and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein, then:

(a) Seller shall return to Purchaser the Deposit; provided, that the Lancer Agreement has been terminated and Seller has received all amounts paid by Seller thereunder, including the deposit under the Lancer Agreement; and

(b) no party hereto shall have any liability or further obligation to any other party to this Agreement resulting from such termination except that the provisions of this Section 7.02 shall remain in full force and effect and for any such liability as may have accrued at or prior to the time of such termination.

ARTICLE VIII.

GENERAL PROVISIONS

Section 8.01 Expenses. Except as otherwise expressly provided herein, each party shall pay any and all costs and expenses, including Purchaser Expenses or Seller Expenses, as applicable, incurred by it incident to this Agreement and in preparing to consummate and in consummating the transactions provided for herein.

Section 8.02 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by telecopy, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.02):

if to Seller to:

	RAM Trading, Ltd.
	c/o UBS Fund Services (Cayman) Ltd.
	P.O. Box 852 GT
	UBS House, 227 Elgin Avenue
	George Town
	Grand Cayman, Cayman Islands, British West Indies
	Attention: Jason Jackal
	Facsimile: (345) 914-4060

with copies to:

	RAM Trading, Ltd.
	c/o Ritchie Capital Management, L.L.C.
	2100 Enterprise Avenue
	Geneva, IL 60134
	Attention: General Counsel
	Facsimile: (630) 232-4407

and

	Sidley Austin Brown & Wood LLP
	10 S. Dearborn Street
	Chicago, IL 60603
	Attention: David Sawyier and Michele Ruiz
	Facsimile: (312) 853-7036

if to Purchaser:

	Continental Southern Resources, Inc.
	111 Presidential Boulevard
	Suite 158A
	Bala Cynwyd, PA 19004
	USA
	Attention: Stephen Harrington
	Facsimile: (610) 771-0238

with a copy to:

	Nixon Peabody LLP
	437 Madison Avenue
	New York, NY 10022
	USA
	Attention: Roger Crane, Esq.
	Facsimile: (212) 940-3111

Section 8.03 Headings. The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 8.04 Entire Agreement. This Agreement (including the Collateral Agreements, the exhibits and annexes hereto) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, with respect to the subject matter hereof and except as otherwise expressly provided herein.

Section 8.05 Assignment. This Agreement shall not be assigned by operation of Law or otherwise.

Section 8.06 No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.07 Waivers and Amendments. This Agreement may be amended or modified, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties hereto or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any other right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

Section 8.08 Governing Law. This Agreement shall be governed by, and construed in accordance with the substantive Laws of the State of New York without reference to choice of law principles.

Section 8.09 Counterparts; Facsimile Signatures. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Execution of this Agreement may be made by facsimile signature which, for all purposes, shall be deemed to be an original signature.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

CONTINENTAL SOUTHERN RESOURCES, INC.


By:	/s/ Stephen Harrington
Name:		Stephen Harrington
Title:		President


RAM TRADING, LTD.


By:	/s/ James R. Park
Name:		James R. Park
Title:		VP Ritchie Capital Management, LLC
Investment Advisor to Ritchie Trading, Ltd.

EX-99.7 9 a04-3061_1ex99d7.htm EX-99.7

Exhibit 99.7

AMENDMENT TO
STOCK ACQUISITION AGREEMENT

This Amendment to the Stock Acquisition Agreement (the “Amendment”) is entered into as of December 30, 2003, by and between RAM TRADING, LTD., a Cayman Islands exempt company (“Seller”) and CONTINENTAL SOUTHERN RESOURCES, INC., a Nevada corporation (“Purchaser”). Capitalized terms that are not defined and used herein shall have the respective meanings set forth in the Agreement (as defined below).

WHEREAS, Purchaser and Seller are parties to that certain Stock Acquisition Agreement, dated as of December 16, 2003 (the “Agreement”), pursuant to which Purchaser agreed to purchase and Seller agreed to sell the Shares (as defined below) in accordance with the terms and conditions contained therein;

WHEREAS, Seller, Lancer Offshore, Inc. (“Lancer”) and Lancer Partners, L.P. (“Lancer Partners” and together with Lancer, the “Lancer Entities”) entered into a Stock Acquisition Agreement, dated as of December 16, 2003 (the “Lancer Agreement”) pursuant to which Seller agreed to purchase from Lancer 13,347,672 shares of Purchaser’s issued and outstanding common stock and 103,500.07 shares of Purchaser’s issued and outstanding Series B preferred stock and from Lancer Partners 750,000 shares of Purchaser’s issued and outstanding stock (collectively, the “Shares”), subject to the terms and conditions set forth in the Lancer Agreement;

WHEREAS, under the Lancer Agreement, Lancer agreed to sell 13,347,672 shares of Purchaser’s common stock and 103,500.07 shares of Purchaser’s Series B preferred stock to Seller and Lancer Partners agreed to sell 750,000 shares of Purchaser’s common stock to Seller;

WHEREAS, the parties to the Lancer Agreement are entering into an amendment to the Lancer Agreement of even date herewith (the “Lancer Amendment”) in order to modify the number of shares of Purchaser’s common stock being sold by each of the Lancer Entities under the Lancer Agreement to reflect that Lancer will sell 13,440,853 shares of Purchaser’s common stock and Lancer Partners will sell 656,819 shares of Purchaser’s common stock; and

WHEREAS, the parties have agreed to amend and revise the Agreement to reflect the Lancer Amendment.

NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Amendment to the Agreement.

(a) The second recital of the Agreement is hereby deleted in its entirety and replaced with the following:

“WHEREAS, Seller has entered into a Stock Acquisition Agreement, dated as of December 16, 2003, as amended by the Amendment dated as of December 30, 2003 (the “Lancer Agreement”), among Seller, Lancer Offshore, Inc. (“Lancer”) and Lancer Partners, L.P. (“Lancer Partners” and together with Lancer, the “Lancer Entities”) pursuant to which Seller has agreed to purchase from Lancer 13,440,853 shares of CSR’s issued and outstanding common stock and 103,500.07 shares of CSR’s issued and outstanding Series B preferred stock and from Lancer Partners 656,819 shares of CSR’s issued and outstanding stock (collectively, the “Shares”), subject to the terms and conditions set forth in the Lancer Agreement;”

(b) All references in the Agreement, to the “Lancer Agreement” shall be deemed to mean the Lancer Agreement as amended by the Lancer Amendment.

(c) All references in the Agreement, to the “Agreement” shall be deemed to mean the Agreement as amended by this Amendment.

2. Except as amended hereby, the Agreement is reconfirmed in all respects and remains in full force and effect.

3. This Amendment shall be governed by, and construed in accordance with the substantive Laws of the State of New York without reference to choice of law principles.

4. This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Execution of this Amendment may be made by facsimile signature which, for all purposes, shall be deemed an original signature.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement as of the date first written above.

RAM TRADING, LTD.


By:	/s/ James R. Park
Name:			James R. Park
Title:			VP Ritchie Capital Management, LLC
Investment Advisor to Ritchie Trading, Ltd.


CONTINENTAL SOUTHERN RESOURCES, INC.


By:	/s/ Stephen Harrington
Name:		Stephen Harrington
Title:		President

EX-99.8 10 a04-3061_1ex99d8.htm EX-99.8

EXHIBIT 99.8

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

Dated: March 5, 2004

RITCHIE TRADING , LTD.		RAM MAPLE TRADING, LTD.

By: Ritchie Capital Management, L.L.C., its Investment Manager		By: Ritchie Capital Management, L.L.C., its Sub-Advisor


By:	/s/ A.R. Thane Ritchie	By:	/s/ A.R. Thane Ritchie
Name: A.R. Thane Ritchie		Name: A.R. Thane Ritchie
Title: Chief Executive Officer		Title: Chief Executive Officer

RITCHIE CAPITAL MANAGEMENT, L.L.C.		RAM CAPITAL, L.L.C.

By: Ritchie Capital Management, L.L.C.		By: Ritchie Capital Management, L.L.C., its Investment Manager

By:	/s/ A.R. Thane Ritchie	By:	/s/ A.R. Thane Ritchie
Name: A.R. Thane Ritchie		Name: A.R. Thane Ritchie
Title: Chief Executive Officer		Title: Chief Executive Officer

RAM CAPITAL INVESTMENTS, LTD.		THR, INC.

By: Ritchie Capital Management, L.L.C. Investment Manager		By: Ritchie Capital Management, L.L.C., its Investment Manager


By:	/s/ A.R. Thane Ritchie	By:	/s/ A.R. Thane Ritchie
Name: A.R. Thane Ritchie		A.R. Thane Ritchie
Title: Chief Executive Officer

A.R. THANE RITCHIE

/s/ A.R. Thane Ritchie
A.R. Thane Ritchie

RITCHIE CAPITAL MANAGEMENT, LTD.		RITCHIE CAPITAL MULTI-STRATEGY FUND, L.L.C.

By: Ritchie Capital Management, Ltd.		By: Ritchie Capital Management, L.L.C., its Sub-Advisor


By:	/s/ Don Seymour	By:	/s/ A.R. Thane Ritchie
Name: Don Seymour		Name: A.R. Thane Ritchie
Title: Director		Title: Chief Executive Officer

RITCHIE CAPITAL MULTI-STRATEGY		RITCHIE CAPITAL MULTI-STRATEGY
TRADING, LTD		FUND, LTD.

By: Ritchie Capital Management, L.L.C., its Sub-Advisor		By: Ritchie Capital Management, L.L.C., its Sub-Advisor

By:	/s/ A.R. Thane Ritchie	By:	/s/ A.R. Thane Ritchie
Name: A.R. Thane Ritchie		Name: A.R. Thane Ritchie
Title: Chief Executive Officer		Title: Chief Executive Officer

RITCHIE LONG/SHORT FUND, LTD.		RITCHIE LONG/SHORT TRADING, LTD.

By: Ritchie Capital Management, L.L.C., its Sub-Advisor		By: Ritchie Capital Management, L.L.C., its Sub-Advisor

By:	/s/ A.R. Thane Ritchie	By:	/s/ A.R. Thane Ritchie
Name: A.R. Thane Ritchie		Name: A.R. Thane Ritchie
Title: Chief Executive Officer		Title: Chief Executive Officer

RAM TRADING , LTD.		RITCHIE MAPLE TRADING, LTD.

By: Ritchie Capital Management, L.L.C., its Investment Manager		By: Ritchie Capital Management, L.L.C., its Sub-Advisor

By:	/s/ A.R. Thane Ritchie	By:	/s/ A.R. Thane Ritchie
Name: A.R. Thane Ritchie		Name: A.R. Thane Ritchie
Title: Chief Executive Officer		Title: Chief Executive Officer

Under the Securities Exchange Act of 1934 (Amendment No. )(1)

Signature

CONTINENTAL SOUTHERN RESOURCES, INC.

5

(b) Notwithstanding anything contained in this Agreement to the contrary, the parties expressly acknowledge and agree that Sellers shall retain all of its assets, properties and rights other than the Shares, including, with respect to Lancer Offshore, the Remaining Shares.

6

Section 3.02. Title to Shares. Upon entry of the Bankruptcy Order and the District Court Order, at the Closing, Sellers shall transfer to Purchaser all of their right, title and interest in and to the Shares.

Section 3.04. Limitation. No representations and warranties, other than the representations and warranties expressly set forth in this Article III, are made by the Sellers.

7

Section 4.02. Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission, in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser or any of its Affiliates.

Section 4.03. Restrictions of Shares. Purchaser represents and warrants to Sellers that:

(i) it is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Act”);

(ii) it has sufficient knowledge and experience in investing in companies similar to CSR so as to be able to evaluate the risks and merits of its investment and it is able financially to bear the risks thereof;

(iv) it understands that the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration requirements of the Act and Purchaser will not distribute or transfer the Shares in a manner that will violate the Act.

Section 4.04. Affiliate Status. Purchaser is not an Affiliate of Michael Lauer or any of the Lancer Entities.

Section 4.05. Disclosure. No representation or warranty made by Purchaser, its agents or representatives to either Seller in connection with this Agreement, at any time prior to the Closing, does or will knowingly contain any untrue statement of a material fact and does or will

8

knowingly omit to state any material fact necessary to make any statement therein not misleading.

Section 4.07. Limitation. No representations and warranties, other than the representations and warranties expressly set forth in this Article IV, are made by Purchaser.

9

Section 5.03. Bankruptcy Court Order.

10

the Lancer Offshore Shares, and that further provides that Lancer Partners shall have no claims as against Purchaser with respect to the Lancer Offshore Shares or its purchase thereof.

Section 5.04. District Court Order.

(b) Prior to entry of the District Court Order, Sellers shall accurately inform the U.S. District Court of all material facts of which they are aware relating to this Agreement and the

11

(d) Sellers shall consult with Purchaser at Purchaser’s request concerning the status of the District Court Order.

12

Section 6.02. Deliveries at Closing. At the Closing:

(a) Purchaser shall deliver to Sellers the items described below in clauses (i) through (iii):

Under the Securities Exchange Act of 1934
(Amendment No. )(1)