4.04.
12.10.Maximum Liability.
It is the desire and intent of Holdings and the
Guaranteed Creditors that this Holdings Guaranty shall be enforced against
Holdings to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought.
If, however, and
to the extent that, the obligations of Holdings under this Holdings Guaranty
shall be adjudicated to be invalid or unenforceable for any reason (including,
without limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers), then the amount of Holdings' obligations
under this Holdings Guaranty shall be deemed to be reduced and Holdings shall
pay the maxi¬mum amount of the Guaranteed Obligations which would be permissible
under applicable law.
*
*
*
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.
ENDEAVOUR INTERNATIONAL CORPORATION
By:
Name:
Title:
ENDEAVOUR ENERGY UK LIMITED
By:
Name:
Title:
CYAN PARTNERS, LP,
Individually and as Administrative Agent
By:
Name:
Title:
EXHIBIT K
FORM OF ASSIGNMENT
AND
ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Assignment") is dated as of
[__________________] and is entered into by and between [the][each] Assignor
identified in item 1 below ([the] [each, an] "Assignor") and [the] [each]
Assignee identified in item 2 below ([the] [each, an] "Assignee").
[It is
understood and agreed that the rights and obligations of such [Assignees][and
Assignors] hereunder are several and not joint.]
Capitalized terms used herein
but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (as amended, restated, supplemented and/or otherwise
modified from time to time, the "Credit Agreement").
The Standard Terms and
Conditions for Assignment and Assumption Agreement set forth in Annex 1 hereto
(the "Standard Terms and Conditions") are hereby agreed to and incorporated
herein by reference and made a part of this Assignment as if set forth herein in
full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the] [each] Assignee, and [the] [each] Assignee hereby irrevocably
purchases and assumes from [the][each] Assignor, subject to and in accordance
with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below, the
interest in and to all of [the][each] Assignor's rights and obligations under
the Credit Agreement and any other documents or instruments delivered pursuant
thereto that represents the amount and percentage interest identified below of
all of the [respective] Assignor's outstanding rights and obligations identified
below ([the] [each, an] "Assigned Interest").
[Each] [Such] sale and assignment
is without recourse to [the][any] Assignor and, except as expressly provided in
this Assignment, without representation or warranty by [the][any] Assignor.
[1.Assignor:
2.Assignee:]
[1][3].Credit Agreement, dated as of April 12, 2012, among
Endeavour International Corporation ("Holdings"), Endeavour Energy UK Limited
(the "Borrower"), the Lenders party thereto from time to time, and Cyan
Partners, LP, as Administrative Agent.
[2.Assigned Interest:
Assignor
Assignee
Aggregate