##### 



Exhibit 4.5

ENDEAVOUR INTERNATIONAL CORPORATION

6.00% Convertible Senior Notes due 2012



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INDENTURE

Dated as of January 20, 2005



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WELLS FARGO BANK, NATIONAL ASSOCIATION

TRUSTEE



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1



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ARTICLE 1DEFINITIONS AND OTHER
      PROVISIONS OF GENERAL APPLICATIONSection 1.01.
      Definitions
    
    
    1Section 1.02.
      Other Definitions.
    
    
    8Section 1.03.
      Incorporation by Reference of Trust Indenture Act
    
    
    9Section 1.04.
      Rules of Construction
    
    
    9Section 1.05. Acts
      of Holders
    
    
    9ARTICLE 2THE NOTESSection 2.01.
      Designation Amount and Issue of Notes
    
    
    11Section 2.02. Form
      of Notes
    
    
    11Section 2.03.
      Execution and Authentication
    
    
    11Section 2.04. Note
      Registrar, Paying Agent and Conversion Agent
    
    
    12Section 2.05.
      Paying Agent to Hold Money and Notes in Trust
    
    
    12Section 2.06.
      Noteholder Lists
    
    
    13Section 2.07.
      Transfer and Exchange; Restrictions on Transfer; Depositary
    
    
    13Section 2.08.
      Replacement Notes
    
    
    20Section 2.09.
      Outstanding Notes; Determination of Holders Action
    
    
    21Section 2.10.
      Temporary Notes
    
    
    22Section 2.11.
      Cancellation
    
    
    22Section 2.12.
      Persons Deemed Owners
    
    
    23Section 2.13.
      CUSIP Numbers
    
    
    23Section 2.14.
      Default Interest
    
    
    23ARTICLE 3REDEMPTION AND
      REPURCHASE UPON A CHANGE OF CONTROLSection 3.01.
      Companys Right to Redeem
    
    
    23Section 3.02.
      Notice of Optional Redemption; Selection of Notes.
    
    
    23Section 3.03.
      Payment of Notes Called for Redemption by the Company
    
    
    25Section 3.04.
      Conversion Arrangement on Call for Redemption
    
    
    26Section 3.05.
      Purchase of Notes at Option of the Holder Upon Change of Control
    
    
    27Section 3.06.
      Effect of Change of Control Purchase Notice
    
    
    34Section 3.07.
      Deposit of Change of Control Purchase Price
    
    
    35Section 3.08.
      Notes Purchased in Part
    
    
    36Section 3.09.
      Covenant to Comply with Securities Laws upon Purchase of Notes
    
    
    36Section 3.10.
      Repayment to the Company
    
    
    36ARTICLE 4COVENANTSSection 4.01.
      Payment of Principal, Premium, Interest on the Notes
    
    
    37Section 4.02.
      Reports by the Company
    
    
    37Section 4.03.
      Compliance Certificate
    
    
    38Section 4.04.
      Further Instruments and Acts
    
    
    38Section 4.05.
      Maintenance of Office or Agency
    
    
    38Section 4.06.
      Delivery of Certain Information
    
    
    38Section 4.07.
      Existence
    
    
    39Section 4.08.
      Maintenance of Properties
    
    
    39Section 4.09.
      Payment of Taxes and Other Claims
    
    
    39Section 4.10.
      Liquidated Damages Notice
    
    
    39ARTICLE 5SUCCESSOR
      CORPORATIONSection 5.01. When
      Company May Merge Or Transfer Assets
    
    
    40ARTICLE 6DEFAULTS AND
      REMEDIESSection 6.01.
      Events of Default
    
    
    41Section 6.02.
      Acceleration
    
    
    43Section 6.03.
      Other Remedies
    
    
    44Section 6.04.
      Waiver of Past Defaults
    
    
    44Section 6.05.
      Control By Majority
    
    
    44Section 6.06.
      Limitation On Suits
    
    
    44Section 6.07.
      Rights of Holders to Receive Payment
    
    
    45Section 6.08.
      Collection Suit by Trustee
    
    
    45Section 6.09.
      Trustee May File Proofs of Claim
    
    
    45Section 6.10.
      Priorities
    
    
    46Section 6.11.
      Undertaking For Costs
    
    
    46Section 6.12.
      Waiver Of Stay, Extension Or Usury Laws
    
    
    47ARTICLE 7TRUSTEESection 7.01.
      Duties And Responsibilities Of The Trustee; During Default; Prior To
      Default
    
    
    47Section 7.02.
      Certain Rights of the Trustee
    
    
    48Section 7.03.
      Trustee not Responsible for Recitals, Dispositions of Notes or Application
      of Proceeds Thereof
    
    
    50Section 7.04.
      Trustee and Agents May Hold Notes; Collections, Etc
    
    
    50Section 7.05.
      Moneys Held by Trustee
    
    
    50Section 7.06.
      Compensation And Indemnification Of Trustee And Its Prior Claim
    
    
    50Section 7.07.
      Right of Trustee to Rely on Officers Certificate, Etc
    
    
    51Section 7.08.
      Conflicting Interests
    
    
    51Section 7.09.
      Persons Eligible for Appointment as Trustee
    
    
    52Section 7.10.
      Resignation and Removal; Appointment of Successor Trustee
    
    
    52Section 7.11.
      Acceptance of Appointment by Successor Trustee
    
    
    53Section 7.12.
      Merger, Conversion, Consolidation or Succession to Business of
      Trustee
    
    
    54Section 7.13.
      Preferential Collection of Claims Against the Company
    
    
    54Section 7.14.
      Reports By The Trustee
    
    
    55Section 7.15.
      Trustee to Give Notice of Default, But May Withhold in Certain
      Circumstances
    
    
    55ARTICLE 8DISCHARGE OF
      INDENTURESection 8.01.
      Discharge Of Indenture
    
    
    55Section 8.02.
      [intentionally Omitted].
    
    
    56Section 8.03.
      Paying Agent to Repay Monies Held
    
    
    56Section 8.04.
      Return Of Unclaimed Monies
    
    
    56ARTICLE 9SUPPLEMENTAL
      INDENTURESSection 9.01.
      Without Consent Of Holders
    
    
    56Section 9.02. With
      Consent Of Holders
    
    
    57Section 9.03.
      Compliance with Trust Indenture Act
    
    
    58Section 9.04.
      Revocation and Effect of Consents, Waivers and Actions
    
    
    58Section 9.05.
      Notation on or Exchange of Notes
    
    
    58Section 9.06.
      Trustee to Sign Supplemental Indentures
    
    
    59Section 9.07.
      Effect of Supplemental Indentures
    
    
    59ARTICLE 10CONVERSIONSection 10.01.
      Conversion Right and Conversion Price
    
    
    59Section 10.02.
      Exercise of Conversion Right
    
    
    60Section 10.03.
      Fractions of Shares
    
    
    61Section 10.04.
      Adjustment of Conversion Rate
    
    
    61Section 10.05.
      Notice of Adjustments of Conversion Rate
    
    
    70Section 10.06.
      Notice Prior to Certain Actions
    
    
    70Section 10.07.
      Company to Reserve Common Stock
    
    
    71Section 10.08.
      Taxes on Conversions
    
    
    71Section 10.09.
      Covenant as to Common Stock
    
    
    72Section 10.10.
      Cancellation of Converted Notes
    
    
    72Section 10.11.
      Effect of Reclassification, Consolidation, Merger or Sale
    
    
    72Section 10.12.
      Responsibility of Trustee for Conversion Provisions
    
    
    73ARTICLE 11RESERVEDARTICLE 12MISCELLANEOUSSection 12.01.
      Trust Indenture Act Controls
    
    
    74Section 12.02.
      Notices
    
    
    74Section 12.03.
      Communication by Holders with Other Holders
    
    
    75Section 12.04.
      Certificate and Opinion as to Conditions Precedent
    
    
    75Section 12.05.
      Statements Required in Certificate or Opinion
    
    
    75Section 12.06.
      Separability Clause
    
    
    76Section 12.07.
      Rules by Trustee, Paying Agent, Conversion Agent and Note
    Registrar
    
    
    76Section 12.08.
      Legal Holidays
    
    
    76Section 12.09.
      GOVERNING LAW
    
    
    76Section 12.10. No
      Recourse Against Others
    
    
    76Section 12.11.
      Successors
    
    
    76Section 12.12.
      Benefits of Indenture
    
    
    76Section 12.13.
      Table of Contents, Heading, Etc
    
    
    77Section 12.14.
      Authenticating Agent
    
    
    77Section 12.15.
      Execution In Counterparts
    
    
    78


EXHIBITS

Exhibit AExhibit B-1
    
    Form of Global NoteTransfer
Certificate


2



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##### 



TIA SECTION
    
    INDENTURE SECTION310(a)(1)
    
    
    7.09(a)(2)
    
    
    7.09(a)(3)
    
    
    N.A.(a)(4)
    
    
    N.A.(a)(5)
    
    
    7.09(b)
    
    
    7.08; 7.09; 7.10; 7.11(c)
    
    
    N.A.311(a)
    
    
    7.13(b)
    
    
    7.13(c)
    
    
    N.A.312(a)
    
    
    2.06(b)
    
    
    12.03(c)
    
    
    12.03313(a)
    
    
    7.14
    (a)(b)(1)
    
    
    7.14
    (a)(b)(2)
    
    
    7.14
    (a)(c)
    
    
    12.02(d)
    
    
    7.14
    (b)314(a)
    
    
    4.02; 4.03; 12.02(c)(1)
    
    
    12.04(c)(2)
    
    
    12.04(c)(3)
    
    
    N.A.(e)
    
    
    12.05(f)
    
    
    N.A.315(a)
    
    
    7.01(b)
    
    
    7.15; 12.02(c)
    
    
    7.01(d)
    
    
    7.01(e)
    
    
    6.11316(a) (last
      sentence)
    
    
    2.09(a)(1)(A)
    
    
    6.05(a)(1)(B)
    
    
    6.04(a)(2)
    
    
    N.A.(b)
    
    
    6.07317(a)(1)
    
    
    6.08(a)(2)
    
    
    6.09(b)
    
    
    2.05318(a)
    
    
    12.01


N.A. means Not Applicable



*Note: This Cross
Reference Table shall not, for any purpose, be deemed to be part of the
Indenture.

INDENTURE dated as of January 20,
2005 between ENDEAVOUR INTERNATIONAL CORPORATION, a Nevada corporation (the
 "Company") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as Trustee hereunder (the "Trustee").

RECITALS OF THE COMPANY



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authorized the creation of an issue of its 6.00% Convertible Senior Notes due
2012 (herein called the "Notes") of substantially the tenor and amount
hereinafter set forth, and to provide therefor the Company has duly authorized
the execution and delivery of this Indenture.

All things necessary to
make the Notes, when the Notes are executed by the Company and authenticated and
delivered hereunder, the valid and legally binding obligations of the Company,
and to make this Indenture a valid agreement of the Company, in accordance with
their and its terms, have been done. Further, all things necessary to duly
authorize the issuance of the Common Stock of the Company issuable upon the
conversion of the Notes, and to duly reserve for issuance the number of shares
of Common Stock issuable upon such conversion, have been done.

This Indenture is subject
to, and shall be governed by, the provisions of the Trust Indenture Act of 1939,
as amended, that are required to be a part of and to govern indentures qualified
under the Trust Indenture Act of 1939, as amended.

NOW, THEREFORE, THIS
INDENTURE WITNESSETH:

For and in consideration
of the premises and the purchase of the Notes by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Notes, as follows:

ARTICLE 1

Definitions And Other Provisions Of General
Application

Section 1.01 .
Definitions.For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned
to them in this Article and include the plural as well as the singular;

(2) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP; and

(3) the words "herein", "hereof" and
"hereunder" and other words of similar import refer to this Indenture as
a whole and not to any particular Article, Section or other subdivision.



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##### 

means an unlimited principal amount of Notes (other than the Initial Notes)
issued from time to time with the same terms and conditions, except for any
differences in the issue price and interest accrued prior to the issue date of
the Additional Notes, and the same CUSIP number as the Initial Notes under this
Indenture in accordance with Section 2.01 hereof.

"Affiliate" of any
specified person means any other person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified
person. For purposes of this definition, "control" when used with respect
to any specified person means the power to direct or cause the direction of the
management and policies of such person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the
foregoing.

"Board of
Directors" means either the board of directors of the Company, or any duly
authorized committee of such board.

"Board Resolution"
means a resolution duly adopted by the Board of Directors, a copy of which,
certified by the Secretary or an Assistant Secretary of the Company, to be in
full force and effect on the date of such certification, shall have been
delivered to the Trustee.

"Business Day"
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which the banking institutions in The City of New York or the city in which the
Corporate Trust Office is located are authorized or obligated by law or
executive order to close or be closed.

"Capital Stock" of
any corporation means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in
(however designated) stock issued by that corporation.

"Closing Date" has
the meaning specified in the Placement Agency Agreement.

"Closing Price" of
any security on any date of determination means:

(1) the closing sale price (or, if no closing sale price is
reported, the last reported sale price) of such security on the American Stock
Exchange on such date;

(2) if such security is not listed for trading on the American
Stock Exchange on any such date, the closing sale price as reported in the
composite transactions for the principal U.S. securities exchange on which such
security is so listed;



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(3) if such security is not so listed on a U.S. national or
regional securities exchange, the closing sale price as reported by the NASDAQ
Stock Market, or if such security is not listed on the NASDAQ Stock Market, the
closing sale price as reported by the Nasdaq OTC Bulletin Board service (f/k/a
NASDAQ Over-the-Counter Bulletin Board);

(4) if such security is not so reported, the last quoted bid
price for such security in the over-the-counter market as reported by the Pink
Sheets LLC (f/k/a National Quotation Bureau) or similar organization; or

(5) if such bid price is not available, the average of the
mid-point of the last bid and ask prices of such security on such date from at
least three nationally recognized independent investment banking firms retained
for this purpose by the Company.

"Common Stock"
means the common stock, par value $.001 per share, of the Company, authorized at
the date of this Indenture as originally executed.

"common stock"
means any stock of any class of capital stock which has no preference in respect
of dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the issuer.

"Company" means
the party named as the "Company" in the first paragraph of this Indenture
until a successor replaces it pursuant to the applicable provisions of this
Indenture and, thereafter, shall mean such successor. The foregoing sentence
shall likewise apply to any subsequent such successor or successors.

"Company Order"
means a written order signed in the name of the Company by any two Officers of
the Company.

"Conversion Agent"
means any person authorized by the Company to convert Notes in accordance with
Article 10 hereof.

"Conversion Price"
as of any day will equal $1,000 divided by the Conversion Rate as of such date
and rounded to the nearest cent. The Conversion Price shall initially be
approximately $5.02 per share of Common Stock.

"Conversion Rate"
has the meaning specified in Section 10.01.

"Corporate Trust
Office" means the principal office of the Trustee at which at any time its
corporate trust business shall be administered, which office at the date hereof
is located at 1000 Louisiana Street, Suite 640, Houston, Texas 77002, or
such other address as the Trustee may designate from time to time by notice to
the Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as a successor Trustee may designate
from time to time by notice to the Holders and the Company).

"Default" means
any event which is, or after notice or passage of time or both would be, an
Event of Default.



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means, with respect to the Notes issuable or issued in whole or in part in
global form, the Person specified in 2.07(d) as the Depositary with respect to
such Notes, until a successor shall have been appointed and become such pursuant
to the applicable provisions of this Indenture, and thereafter,
"Depositary" shall mean or include such successor.

"GAAP" means
United States generally accepted accounting principles as in effect from time to
time.

"Holder" or
"Noteholder" as applied to any Note, or other similar terms (but
excluding the term "beneficial holder"), means any Person in whose name
at the time a particular Note is registered on the Note Registrars books.

"Indenture" means
this Indenture, as amended or supplemented from time to time in accordance with
the terms hereof, including the provisions of the TIA that are deemed to be a
part hereof.

"Initial Notes"
means Notes in an aggregate principal amount not to exceed $65,000,000 (or
$81,250,000, if the Purchasers Option is fully exercised by the Initial
Purchasers) issued under this Indenture.

"Interest Payment
Date" means the Stated Maturity of an installment of interest on the Notes.

"Issue Date" of
any Note means the date on which the Note was originally issued or deemed issued
as set forth on the face of the Note.

"Lien" means, with
respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset given to secure indebtedness,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction with
respect to any such lien, pledge, charge or security interest).

"Liquidated
Damages" has the meaning specified for "Liquidated Damages Amount" in
Section 2(e) of the Registration Rights Agreement.

"Notes" has the
meaning ascribed to it in the first paragraph under the caption "Recitals of
the Company." The Initial Notes and any Additional Notes will rank equally
and ratably and shall be treated as a single class for all purposes under this
Indenture.

"Officer" means
the Chairman of the Board, the Vice Chairman, the Chief Executive Officer, the
President, any Executive Vice President, any Senior Vice President, any Vice
President, the Treasurer or the Secretary or any Assistant Treasurer or
Assistant Secretary of the Company.



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"Officers
Certificate" means a written certificate containing the information
specified in Sections 12.04 and 12.05, signed in the name of the Company by
any two Officers of the Company, and delivered to the Trustee. An Officers
Certificate given pursuant to Section 4.03 shall be signed by an authorized
financial or accounting Officer of the Company but need not contain the
information specified in Sections 12.04 and 12.05.

"Opinion of
Counsel" means a written opinion containing the information specified in
Sections 12.04 and 12.05, from legal counsel. The counsel may be an employee of,
or counsel to, the Company.

"person" or
"Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, or government or any agency or political
subdivision thereof.

"Placement Agency
Agreement" means the Placement Agency Agreement dated January 11, 2005
between the Company and the Placement Agents.

"Placement Agents"
means J.P. Morgan Securities Inc. and Sanders Morris Harris Inc.

"Portal Market"
means The Portal Market operated by the National Association of Securities
Dealers, Inc. or any successor thereto.

"principal" of a
Note means the principal amount due on the Stated Maturity as set forth on the
face of the Note or the amount of any Change of Control Purchase Price and
Make-Whole Premium, if any, payable pursuant to Section 3.05(a), whichever
is applicable.

"Private Placement
Memorandum" means the private placement memorandum dated January 13,
2005 in connection with the sale of the Notes.

"Purchase
Agreements" means the Securities Purchase Agreements dated as of
January 13, 2005, between the Company and the Purchasers.

"Purchasers" means
the investors who have agreed to purchase the Notes pursuant to Purchase
Agreements.

"Purchasers
Option" means the option granted by the Company to the Purchasers to
purchase up to $16,250,000 aggregate principal amount of Notes pursuant to the
Purchase Agreements.

"QIB" means a
"qualified institutional buyer" as defined in Rule 144A.



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"Registration Rights
Agreement" means that certain Registration Rights Agreement, dated as of
January 20, 2005, between the Company and the Placement Agents, as amended
from time to time in accordance with its terms.

"Regular Record
Date" means, with respect to the interest payable on any Interest Payment
Date, the close of business on January 1 or July 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.

"Responsible
Officer" means, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any vice president,
assistant vice president, assistant treasurer, trust officer or any other
officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such persons
knowledge of and familiarity with the particular subject, and who shall have
direct responsibility for the administration of this Indenture.

"Rule 144A"
means Rule 144A under the Securities Act (or any successor provision), as
it may be amended from time to time.

"SEC" means the
Securities and Exchange Commission.

"Securities Act"
means the United States Securities Act of 1933 (or any successor statute), as
amended from time to time.

"Significant
Subsidiary" means any direct or indirect Subsidiary of the Company that
meets any of the following conditions:

(1) the Companys and its other Subsidiaries investments in and
advances to such Subsidiary exceed 10% of the total assets of the Company and
its Subsidiaries consolidated as of the end of the most recently completed
fiscal year;

(2) the Companys and its other Subsidiaries proportionate
share of the total assets (after intercompany eliminations) of such Subsidiary
exceed 10% of the total assets of the Company and its Subsidiaries consolidated
as of the end of the most recently completed fiscal year; or

(3) the Companys and its other Subsidiaries equity in the
income from continuing operations before income taxes, extraordinary items and
cumulative effect of a change in accounting principle of such Subsidiary exceed
10% of such income of the Company and its Subsidiaries consolidated for the most
recently completed fiscal year.

"Stated Maturity,"
when used with respect to any Note or any installment of interest thereon, means
the date specified in such Note as the fixed date on which the principal of such
Note or such installment of interest is due and payable.



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##### 



"Subsidiary" means
(i) a corporation, a majority of whose Capital Stock with voting power,
under ordinary circumstances, to elect directors is, at the date of
determination, directly or indirectly owned by the Company, by one or more
Subsidiaries of the Company or by the Company and one or more Subsidiaries of
the Company, (ii) a partnership in which the Company or a Subsidiary of the
Company holds a majority interest in the equity capital or profits of such
partnership, or (iii) any other person (other than a corporation) in which
the Company, a Subsidiary of the Company or the Company and one or more
Subsidiaries of the Company, directly or indirectly, at the date of
determination, has (x) at least a majority ownership interest or
(y) the power to elect or direct the election of a majority of the
directors or other governing body of such person.

"TIA" means the
Trust Indenture Act of 1939 as in effect on the date of this Indenture;
provided, however, that in the event the TIA is amended after such date, TIA
means, to the extent required by any such amendment, the TIA as so amended.

"Trading Day"
means a day during which trading in Common Stock generally occurs on the
American Stock Exchange or, if the Common Stock is not listed on the American
Stock Exchange, on the principal other national or regional securities exchange
on which the Common Stock is then listed or, if the Common Stock is not listed
on a national or regional securities exchange, on the NASDAQ Stock Market or, if
the Common Stock is not quoted on the NASDAQ Stock Market, on the principal
other market on which the Common Stock is then traded.

"Trustee" means
the party named as the "Trustee" in the first paragraph of this Indenture
until a successor replaces it pursuant to the applicable provisions of this
Indenture and, thereafter, shall mean such successor. The foregoing sentence
shall likewise apply to any subsequent such successor or successors.

"United States"
means the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction (its "possessions" including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands).

"Voting Stock"
means with respect to any Person, Capital Stock of any class or kind ordinarily
having the power to vote for the election of directors of such Person.

Section 1.02 .
Other Definitions.

Defined inTerm
    
    Section"Act"
    
    
    1.05
    (a)"Agent Members"
    
    
    2.07
    (d)"Authenticating Agent"
    
    
    12.14"Bankruptcy Law"
    
    
    6.01"beneficial ownership"
    
    
    3.02
    (a)"Certificated Notes"
    
    
    2.07
    (b)"Change of Control"
    
    
    3.05
    (a)"Change of Control Purchase
      Date"
    
    
    3.05
    (a)"Change of Control Purchase
      Notice"
    
    
    3.05
    (e)"Change of Control Purchase
      Price".
    
    
    3.05
    (a)"Conversion Price"
    
    
    10.01"Conversion Rate"
    
    
    10.01"Current Market Price"
    
    
    10.04
    (g)"Custodian"
    
    
    6.01"Effective Date"
    
    
    3.05
    (a)"Event of Default"
    
    
    6.01"Exchange Act"
    
    
    3.02
    (a)"excluded securities"
    
    
    10.04
    (d)"Expiration Time"
    
    
    10.04
    (f)"fair market value"
    
    
    10.04
    (g)"Global Note"
    
    
    2.07
    (b)"Legal Holiday"
    
    
    12.08"Liquidated Damages Notice"
    
    
    4.10"Make-Whole Premium"
    
    
    3.05
    (a)"Non-Electing Share"
    
    
    10.11"Note Register"
    
    
    2.04"Note Registrar"
    
    
    2.04"Notice of Default"
    
    
    6.01"Paying Agent"
    
    
    2.04"Principal Amount"
    
    
    2.07
    (b)"Public Acquirer Change of
      Control.
    
    
    3.05
    (d)"Public Acquirer Common
    Stock
    
    
    3.05
    (d)"Purchased Shares"
    
    
    10.04
    (f)"Record Date"
    
    
    10.04
    (g)"Redemption Date"
    
    
    3.02"Redemption Notice"
    
    
    3.02"Redemption Price"
    
    
    3.01"Reference Period"
    
    
    10.04
    (d)"Restricted Note"
    
    
    10.02"Restricted Securities"
    
    
    2.07
    (d)"Rule 144A
Information"
    
    
    4.06"Stock Price"
    
    
    3.05
    (a)"transfer"
    
    
    2.07
    (d)"Trigger Event"
    
    
    10.04
    (d)


Section 1.03 .
Incorporation by Reference of Trust Indenture Act.Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture. The following TIA terms used in this
Indenture have the following meanings:

"Commission" means
the SEC.



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##### 



"indenture Notes"
means the Notes.

"indenture Note
holder" means a Noteholder.

"indenture to be
qualified" means this Indenture.

"indenture
trustee" or "institutional trustee" means the Trustee.

"obligor" on the
indenture Notes means the Company.

All other TIA terms used
in this Indenture that are defined by the TIA, defined by TIA reference to
another statute or defined by SEC rule have the meanings assigned to them by
such definitions.

Section 1.04 .
Rules of Construction.Unless the context otherwise requires:

(a) a term has the
meaning assigned to it;

(b) an accounting
term not otherwise defined has the meaning assigned to it in accordance with
generally accepted accounting principles as in effect from time to time;

(c) "or" is not
exclusive;

(d) "including"
means including, without limitation; and

(e) words in the
singular include the plural, and words in the plural include the singular.

Section 1.05 .
Acts of Holders.(a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by their
agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

(b) The fact and
date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of
deeds, certifying that the individual signing such instrument or writing
acknowledged to such officer the execution thereof. Where such execution is by a
signer acting in a capacity other than such signers individual capacity, such
certificate or affidavit shall also constitute sufficient proof of such signers
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

The ownership of Notes
shall be proved by the Note Register or by a certificate of the Note Registrar.



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##### 

authorization, direction, notice, consent, waiver or other Act of the Holder of
any Note shall bind every future Holder of the same Note and the holder of every
Note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof in respect of anything done, omitted or suffered to be done by
the Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Note.

If the Company shall
solicit from the Holders any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, by or pursuant to
a resolution of the Board of Directors, fix in advance a record date for the
determination of Holders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act, but the Company shall have no
obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for purposes of
determining whether Holders of the requisite proportion of outstanding Notes
have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
outstanding Notes shall be computed as of such record date; provided that no
such authorization, agreement or consent by the Holders on such record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.

ARTICLE 2

The Notes

Section 2.01 .
Designation Amount and Issue of Notes.The Notes shall be designated as
"6.00% Convertible Senior Notes due 2012". Except pursuant to
Sections 2.07, 2.08, 3.08 and 10.02 hereof, Initial Notes not to exceed the
aggregate principal amount of $65,000,000 (or $81,250,000 if the Purchasers
Option is fully exercised by the Purchasers), upon the execution of this
Indenture, may be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said
Initial Notes upon a Company Order, without any further action by the Company
hereunder. In addition, the Trustee shall authenticate and deliver Additional
Notes in aggregate principal amounts specified by the Company, without the
consent of the Holders.

Section 2.02 .
Form of Notes.The Notes and the Trustees certificate of authentication to
be borne by such Notes shall be substantially in the form set forth in
Exhibit A, which is incorporated in and made a part of this Indenture.



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##### 

such letters, numbers or other marks of identification and such notations,
legends and endorsements as the officers executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any securities exchange or automated quotation system
on which the Notes may be listed, or to conform to usage.

Any Global Note shall
represent such of the outstanding Notes as shall be specified therein and shall
provide that it shall represent the aggregate amount of outstanding Notes from
time to time endorsed thereon and that the aggregate amount of outstanding Notes
represented thereby may from time to time be increased or reduced to reflect
transfers or exchanges permitted hereby. Any endorsement of a Global Note to
reflect the amount of any increase or decrease in the amount of outstanding
Notes represented thereby shall be made by the Trustee, in such manner and upon
instructions given by the holder of such Notes in accordance with this
Indenture. Payment of principal of and interest and premium (including
Make-Whole Premium), if any, on any Global Note shall be made to the holder of
such Note.

The terms and provisions
contained in the form of Note attached as Exhibit A hereto shall
constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, expressly agree to such terms and provisions and to be bound
thereby.

Section 2.03 .
Execution and Authentication.The Notes shall be executed on behalf of the
Company by an Officer of the Company. The signatures of such Officer on the
Notes may be manual or facsimile.

Notes bearing the manual
or facsimile signatures of individuals who were at the time of the execution of
the Notes the proper Officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of authentication of such Notes. Notes shall be dated
the date of their authentication.

No Note shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Note a certificate of authentication substantially
in the form provided for herein duly executed by the Trustee or an
Authenticating Agent by manual signature of an authorized officer, and such
certificate upon any Note shall be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered hereunder.

The Notes shall be issued
only in registered form without coupons and only in denominations of $1,000 in
principal amount and any integral multiple thereof.



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##### 

Note Registrar, Paying Agent and Conversion Agent. The Company shall
maintain an office or agency where Notes may be presented for registration of
transfer or for exchange ("Note Registrar"), an office or agency where
Notes may be presented for purchase or payment ("Paying Agent") and an
office or agency where Notes may be presented for conversion ("Conversion
Agent"). The Note Registrar shall keep a register (the "Note
Register") in which, subject to such reasonable regulations as it may
prescribe it shall provide for the registration and transfer of the Notes. The
Company may have one or more co-registrars, one or more additional paying agents
and one or more additional conversion agents. The term Paying Agent includes any
additional paying agent, including any named pursuant to Section 4.05. The
term Conversion Agent includes any additional conversion agent, including any
named pursuant to Section 4.05.

The Company shall notify
the Trustee of the name and address of any such agent. If the Company fails to
maintain a Note Registrar, Paying Agent or Conversion Agent, the Trustee shall
act as such and shall be entitled to appropriate compensation therefor pursuant
to Section 7.06. The Company or any Subsidiary or an Affiliate of either of
them may act as Paying Agent, Note Registrar, Conversion Agent or co-registrar.

The Company initially
appoints the Trustee as Note Registrar, Conversion Agent and Paying Agent in
connection with the Notes.

Section 2.05 .
Paying Agent to Hold Money and Notes in Trust.Except as otherwise provided
herein, on or prior to each due date of payments in respect of any Note, the
Company shall deposit with the Paying Agent a sum of money (in immediately
available funds if deposited on the due date) or, to the extent applicable,
Common Stock sufficient to make such payments when so becoming due. The Company
shall require each Paying Agent (other than the Trustee) to agree in writing
that the Paying Agent shall hold in trust for the benefit of Noteholders or the
Trustee all money and Common Stock held by the Paying Agent for the making of
payments in respect of the Notes and shall notify the Trustee of any default by
the Company in making any such payment. At any time during the continuance of
any such default, the Paying Agent shall, upon the written request of the
Trustee, forthwith pay to the Trustee all money and Common Stock so held in
trust. If the Company, a Subsidiary or an Affiliate of the Company acts as
Paying Agent, it shall segregate the money and Common Stock held by it as Paying
Agent and hold it as a separate trust fund. The Company at any time may require
a Paying Agent to pay all money and Common Stock held by it to the Trustee and
to account for any funds and Common Stock disbursed by it. Upon doing so, the
Paying Agent shall have no further liability for the money or Common Stock.

Section 2.06 .
Noteholder Lists.The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Noteholders. If the Trustee is not the Note Registrar, the Company
shall cause to be furnished to the Trustee at least semiannually on
January 15 and July 15 a listing of Noteholders dated within
15 days of the date on which the list is furnished and at such other times
as the Trustee may request in writing a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of Noteholders.



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##### 

Transfer and Exchange; Restrictions on Transfer; Depositary. (a) Upon
surrender for registration of transfer of any Note, together with a written
instrument of transfer satisfactory to the Note Registrar duly executed by the
Noteholder or such Noteholders attorney duly authorized in writing, at the
office or agency of the company designated as Note Registrar or co-registrar
pursuant to Section 2.04, and satisfaction of the requirements of such
transfer set forth in this Section, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes of any authorized denomination or
denominations, of a like aggregate principal amount and bearing such restrictive
legends as may be required by this Indenture. The Company shall not charge a
service charge for any registration of transfer or exchange, but the Company may
require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges that may be imposed in connection with the transfer or
exchange of the Notes from the Noteholder requesting such transfer or exchange.

At the option of the
Holder, Notes may be exchanged for other Notes of any authorized denomination or
denominations, of a like aggregate principal amount, upon surrender of the Notes
to be exchanged, together with a written instrument of transfer satisfactory to
the Note Registrar duly executed by the Noteholder or such Noteholders attorney
duly authorized in writing, at such office or agency. Whenever any Notes are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Notes which the Holder making the exchange is
entitled to receive.

All Notes issued upon any
registration of transfer or exchange of Notes shall be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Notes surrendered upon such registration of transfer or
exchange.

The Company shall not be
required to make, and the Note Registrar need not register, transfers or
exchanges of any Notes in respect of which a Change of Control Purchase Notice
(as defined in Section 3.05(e)) has been given and not withdrawn by the
Holder thereof in accordance with the terms of this Indenture (except, in the
case of Notes to be purchased in part, the portion thereof not to be purchased).



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##### 

Notes are eligible for book-entry settlement with the Depositary, or unless
otherwise required by law, all Notes that, upon initial issuance are
beneficially owned by QIBs or as a result of a sale or transfer after initial
issuance are beneficially owned by QIBs, will be represented by one or more
Notes in global form registered in the name of the Depositary or the nominee of
the Depositary (the "Global Note"), except as otherwise specified below.
The transfer and exchange of beneficial interests in any such Global Note shall
be effected through the Depositary in accordance with this Indenture and the
procedures of the Depositary therefor. The Trustee shall make appropriate
endorsements to reflect increases or decreases in the principal amounts of any
such Global Note as set forth on the face of the Note ("Principal
Amount") to reflect any such transfers. Except as provided below, beneficial
owners of a Global Note shall not be entitled to have certificates registered in
their names, will not receive or be entitled to receive physical delivery of
certificates in definitive form ("Certificated Notes") and will not be
considered holders of such Global Note.

(c) (i) So long
as the Notes are eligible for book-entry settlement with the Depositary, or
unless otherwise required by law, upon any transfer of a Certificated Note to a
QIB in accordance with Rule 144A that requests delivery of such Note in the
form of an interest in the Global Note, and upon receipt of the Certificated
Note or Notes being so transferred, together with a certification, substantially
in the form of Exhibit B-1 hereto, from the transferor that the transfer is
being made in compliance with Rule 144A (or other evidence satisfactory to
the Trustee), the Trustee shall make an endorsement on the Global Note to
reflect an increase in the aggregate Principal Amount of the Notes represented
by such Global Note, and the Trustee shall cancel such Certificated Note or
Notes in accordance with the standing instructions and procedures of the
Depositary.

(ii) Upon any sale or transfer of a Note to the Company or any
Subsidiary thereof (other than pursuant to a registration statement that has
been declared effective under the Securities Act or after the expiration of the
holding period applicable to sales thereof under Rule 144(k) under the
Securities Act), the transferor shall, prior to such sale or transfer, furnish
to the Company and/or Trustee such certifications, including a certification
substantially in the form of Exhibit B-1 hereto, legal opinions or other
information as they may reasonably require to confirm that the proposed transfer
is being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. Upon any transfer of a
beneficial interest in the Global Note to the Company or such Subsidiary, as the
case may be, the Trustee shall make an endorsement on the Global Note to reflect
a decrease in the aggregate Principal Amount of the Notes represented by such
Global Note, and the Company shall execute a Certificated Note or Notes in
exchange therefor, and the Trustee, upon receipt of such Certificated Note or
Notes and a Company Order, shall authenticate and deliver such, Certificated
Note or Notes.

(iii) Upon any sale or transfer of a Note pursuant to the
exemption from registration provided by Rule 144 under the Securities Act,
the transferor shall, prior to such sale or transfer, furnish to the Company
and/or the Trustee such certifications, including a certification substantially
in the form of Exhibit B-1 hereto, legal opinions or other information as
they may reasonably require to confirm that the proposed transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Upon any transfer of a
beneficial interest in the Global Note to such transferee, the Trustee shall
make an endorsement on the Global Note to reflect a decrease in the aggregate
Principal Amount of the Notes represented by such Global Note, and, at the
request of the transferee, either (1) the Company shall execute a
Certificated Note or Notes in exchange therefor, and the Trustee, upon receipt
of such Certificated Note or Notes and a Company Order, shall authenticate and
deliver such, Certificated Note or Notes or (2) if a Global Note that does
not bear the legend set forth in Section 2.07(d) has previously been
executed and authenticated, the Trustee shall make an endorsement on such Global
Note to reflect a corresponding increase in the aggregate Principal Amount of
Notes represented by such Global Note.



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##### 

endorsed with or have incorporated in the text thereof such legends or recitals
or changes not inconsistent with the provisions of this Indenture as may be
required by the Trustee, the Depositary or by the National Association of
Securities Dealers, Inc. in order for the Notes to be tradeable on The Portal
Market or as may be required for the Notes to be tradeable on any other market
developed for trading of securities pursuant to Rule 144A or required to
comply with any applicable law or any regulation thereunder or with the rules
and regulations of any securities exchange or automated quotation system upon
which the Notes may be listed or traded or to conform with any usage with
respect thereto, or to indicate any special limitations or restrictions to which
any particular Notes are subject.

(d) Every Note that
bears or is required under this Section 2.07(d) to bear the legend set
forth in this Section 2.07(d) (together with any Common Stock issued upon
conversion of the Notes and required to bear the legend set forth in
Section 2.07(e), collectively, the "Restricted Securities") shall be
subject to the restrictions on transfer set forth in this Section 2.07(d)
(including those set forth in the legend set forth below) unless such
restrictions on transfer shall be waived by written consent of the Company, and
the holder of each such Restricted Security, by such Noteholders acceptance
thereof, agrees to be bound by all such restrictions on transfer. As used in
Sections 2.07(d) and 2.07(c), the term "transfer" encompasses any
sale, pledge, loan, transfer or other disposition whatsoever of any Restricted
Security.

Until the expiration of
the holding period applicable to sales thereof under Rule 144(k) under the
Securities Act (or any successor provision), any certificate evidencing such
Note (and all securities issued in exchange therefor or substitution thereof,
other than Common Stock, if any, issued upon conversion thereof, which shall
bear the legend set forth in Section 2.07(e), if applicable) shall bear a
legend in substantially the following form, unless such Note has been sold
pursuant to a registration statement that has been declared effective under the
Securities Act (and which continues to be effective at the time of such
transfer), or unless otherwise agreed by the Company in writing, with written
notice thereof to the Trustee:

THIS
SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.



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##### 

HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SALES THEREOF UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION) (THE "RESALE RESTRICTION PERIOD"), ONLY (A) TO
ENDEAVOUR INTERNATIONAL CORPORATION (THE "COMPANY"), OR ANY SUBSIDIARY THEREOF,
(B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, INCLUDING UNDER RULE 144, IF AVAILABLE,
SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE
DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS
BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL. EACH PURCHASER ACKNOWLEDGES THAT
PRIOR TO THE EXPIRATION OF THE RESALE RESTRICTION PERIOD, THE COMPANY AND THE
TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH
OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
EXPIRATION OF THE RESALE RESTRICTION PERIOD.

Any Note (or security
issued in exchange or substitution therefor) as to which such restrictions on
transfer shall have expired in accordance with their terms or as to conditions
for removal of the foregoing legend set forth therein have been satisfied may,
upon surrender of such Note for exchange to the Note Registrar in accordance
with the provisions of this Section 2.07, be exchanged for a new Note or
Notes, of like tenor and aggregate principal amount, which shall not bear the
restrictive legend required by this Section 2.07(d).



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##### 

provisions of this Indenture (other than the provisions set forth in
Section 2.07(c), with respect to transfers of beneficial interests in a
Global Note, and in this Section 2.07(d)), a Global Note may not be
transferred as a whole or in part except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

Neither any members of,
or participants in, the Depositary (collectively, the "Agent Members")
nor any other Persons on whose behalf Agent Members may act shall have any
rights under this Indenture with respect to any Global Note registered in the
name of the Depositary or any nominee thereof, or under any such Global Note,
and the Depositary or such nominee, as the case may be, may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner and holder of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or such nominee, as the case may be, or impair, as between the Depositary, its
Agent Members and any other person on whose behalf an Agent Member may act, the
operation of customary practices of such Persons governing the exercise of the
rights of a holder of any Note.

The Depositary shall be a
clearing agency registered under the Exchange Act. The Company initially
appoints The Depository Trust Company to act as Depositary with respect to the
Notes in global form. Initially, the Global Note shall be issued to the
Depositary, registered in the name of Cede & Co., as the nominee of the
Depositary, and deposited with the Trustee, as custodian for Cede & Co.

If at any time the
Depositary for a Global Note notifies the Company that it is unwilling or unable
to continue as Depositary for such Note, the Company may appoint a successor
Depositary with respect to such Note. If a successor Depositary is not appointed
by the Company within ninety (90) days after the Company receives such notice,
the Company will execute, and the Trustee, upon receipt of an Officers
Certificate for the authentication and delivery of Notes, will authenticate and
deliver, Certificated Notes, in aggregate principal amount equal to the
principal amount of such Global Note, in exchange for such Global Note.

If a Certificated Note is
issued in exchange for any portion of a Global Note after the close of business
at the office or agency where such exchange occurs on any Regular Record Date
and before the opening of business at such office or agency on the next
succeeding Interest Payment Date, interest will not be payable on such Interest
Payment Date in respect of such Certificated Note, but will be payable on such
Interest Payment Date only to the Person to whom interest in respect of such
portion of such Global Note is payable in accordance with the provisions of this
Indenture.



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##### 

in exchange for all or a part of a Global Note pursuant to this
Section 2.07 shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. Upon execution
and authentication, the Trustee shall deliver such Certificated Notes to the
Persons in whose names such Certificated Notes are so registered.

At such time as all
interests in a Global Note have been converted, canceled, exchanged for
Certificated Notes, or transferred to a transferee who receives Certificated
Notes thereof, such Global Note shall, upon receipt thereof, be canceled by the
Trustee in accordance with standing procedures and instructions existing between
the Depositary and the Trustee. At any time prior to such cancellation, if any
interest in a Global Note is exchanged for Certificated Notes, converted,
repurchased or canceled, or transferred to a transferee who receives
Certificated Notes therefor or any Certificated Note is exchanged or transferred
for part of a Global Note, the principal amount of such Global Note shall, in
accordance with the standing procedures and instructions existing between the
Depositary and the Trustee, be appropriately reduced or increased, as the case
may be, and an endorsement shall be made on such Global Note, by the Trustee to
reflect such reduction or increase.

(e) Until the
expiration of the holding period applicable to sales thereof under Rule 144(k)
under the Securities Act (or any successor provision), any stock certificate
representing Common Stock issued upon conversion of any Note shall bear a legend
in substantially the following form, unless such Common Stock has been sold
pursuant to a registration statement that has been declared effective under the
Securities Act (and which continues to be effective at the time of such
transfer) or such Common Stock has been issued upon conversion of Notes that
have been transferred pursuant to a registration statement that has been
declared effective under the Securities Act, or unless otherwise agreed by the
Company in writing with written notice thereof to the transfer agent:

THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.



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##### 

HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SALES THEREOF UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION) (THE "RESALE RESTRICTION PERIOD"), ONLY (A) TO
ENDEAVOUR INTERNATIONAL CORPORATION (THE "COMPANY"), OR ANY SUBSIDIARY THEREOF,
(B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, INCLUDING UNDER RULE 144, IF AVAILABLE,
SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE
DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS
BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL. EACH PURCHASER ACKNOWLEDGES THAT
PRIOR TO THE EXPIRATION OF THE RESALE RESTRICTION PERIOD, THE COMPANY AND THE
TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY, AND
IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR
TO THE TRANSFER AGENT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE EXPIRATION OF THE RESALE RESTRICTION PERIOD.

Any such Common Stock as
to which such restrictions on transfer shall have expired in accordance with
their terms or as to which the conditions for removal of the foregoing legend
set forth therein have been satisfied may, upon surrender of the certificates
representing such shares of Common Stock for exchange in accordance with the
procedures of the transfer agent for the Common Stock, be exchanged for a new
certificate or certificates for a like number of shares of Common Stock, which
shall not bear the restrictive legend required by this Section 2.07(e).



---



##### 

Common Stock issued upon the conversion or exchange of a Note that, prior to the
expiration of the holding period applicable to sales thereof under Rule 144(k)
under the Securities Act (or any successor provision), is purchased or owned by
the Company or any Affiliate thereof may not be resold by the Company or such
Affiliate unless registered under the Securities Act or resold pursuant to an
exemption from the registration requirements of the Securities Act in a
transaction which results in such Notes or Common Stock, as the case may be, no
longer being "restricted securities" (as defined under Rule 144).

Section 2.08 .
Replacement Notes.If (a) any mutilated Note is surrendered to the
Trustee, or (b) the Company, the Trustee and, if applicable, the
Authenticating Agent receive evidence to their satisfaction of the destruction,
loss or theft of any Note, and there is delivered to the Company, the Trustee
and, if applicable, the Authenticating Agent such Note or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company, the Trustee or, if applicable, the Authenticating Agent that
such Note has been acquired by a bona fide purchaser, the Company shall execute
and upon its written request the Trustee or the Authenticating Agent shall
authenticate and deliver, in exchange for any such mutilated Note or in lieu of
any such destroyed, lost or stolen Note, a new Note of like tenor and principal
amount, bearing a number not contemporaneously outstanding.

In case any such
mutilated, destroyed, lost or stolen Note has become or is about to become due
and payable, or is about to be purchased by the Company pursuant to
Article 3 hereof, the Company in its discretion may, instead of issuing a
new Note, pay or purchase such Note, as the case may be.

Upon the issuance of any
new Notes under this Section 2.08, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of
the Trustee and any Authenticating Agent) connected therewith.

Every new Note issued
pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or
stolen Note shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Note shall be at any
time enforceable by anyone, and shall be entitled to all benefits of this
Indenture equally and proportionately with any and all other Notes duly issued
hereunder.

The provisions of this
Section 2.08 are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes.

Section 2.09 .
Outstanding Notes; Determination of Holders Action.Notes outstanding at
any time are all the Notes authenticated by the Trustee except for those
cancelled by it or delivered to it for cancellation, those paid pursuant to
Section 2.08 and those described in this Section 2.09 as not outstanding. A
Note does not cease to be outstanding because the Company or an Affiliate
thereof holds the Note; provided, however, that in determining whether the
Holders of the requisite principal amount of the outstanding Notes have given or
concurred in any request, demand, authorization, direction, notice, consent or
waiver hereunder, Notes owned by the Company or any other obligor upon the Notes
or any Affiliate of the Company or such other obligor shall be disregarded and
deemed not to be outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes which a Responsible Officer of
the Trustee actually knows to be so owned shall be so disregarded. Subject to
the foregoing, only Notes outstanding at the time of such determination shall be
considered in any such determination (including, without limitation,
determinations pursuant to Articles 6 and 9).



---



##### 

pursuant to Section 2.08, it ceases to be outstanding unless the Trustee
receives proof satisfactory to it that the replaced Note is held by a bona fide
purchaser.

If the Paying Agent
holds, in accordance with this Indenture, on the Business Day following the
Change of Control Purchase Date, or on Stated Maturity, money or securities, if
permitted hereunder, sufficient to pay Notes payable on that date, then
immediately after such Change of Control Purchase Date or Stated Maturity, as
the case may be, such Notes shall cease to be outstanding and interest on such
Notes shall cease to accrue.

If a Note is converted in
accordance with Article 10, then from and after the time of conversion on
the conversion date, such Note shall cease to be outstanding and interest shall
cease to accrue on such Note.

Section 2.10 .
Temporary Notes.Pending the preparation of definitive Notes, the Company
may execute, and upon a Company Order the Trustee shall authenticate and
deliver, temporary Notes which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Notes in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Notes may determine, as conclusively
evidenced by their execution of such Notes.

If temporary Notes are
issued, the Company will cause definitive Notes to be prepared without
unreasonable delay. After the preparation of definitive Notes, the temporary
Notes shall be exchangeable for definitive Notes upon surrender of the temporary
Notes at the office or agency of the Company designated for such purpose
pursuant to Section 2.04, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Notes the Company shall execute and
the Trustee or an Authenticating Agent shall authenticate and deliver in
exchange therefor a like principal amount of definitive Notes of authorized
denominations. Until so exchanged the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as definitive Notes.



---



##### 

Cancellation. All Notes surrendered for payment, purchase by the Company
pursuant to Article 3, conversion or registration of transfer or exchange
shall, if surrendered to any person other than the Trustee, be delivered to the
Trustee and shall be promptly cancelled by it. The Company may at any time
deliver to the Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly cancelled by the
Trustee. The Company may not issue new Notes to replace Notes it has paid or
delivered to the Trustee for cancellation or that any Holder has converted
pursuant to Article 10. No Notes shall be authenticated in lieu of or in
exchange for any Notes cancelled as provided in this Section 2.11, except
as expressly permitted by this Indenture. All cancelled Notes held by the
Trustee shall be disposed of by the Trustee in its customary manner.

Section 2.12 .
Persons Deemed Owners.Prior to due presentment of a Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Note is registered as the owner
of such Note for the purpose of receiving payment of principal of the Note or
the payment of any Change of Control Purchase Price in respect thereof, and
interest thereon, for the purpose of conversion and for all other purposes
whatsoever, whether or not such Note be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

Section 2.13 .
CUSIP Numbers.The Company in issuing the Notes may use "CUSIP"
numbers (if then generally in use). No representation is made as to the
correctness of such CUSIP numbers and reliance may be placed only on the other
identification numbers printed on the Notes. The Company will promptly notify
the Trustee of any change in the CUSIP numbers.

Section 2.14 .
Default Interest.If the Company defaults in a payment of interest on the
Notes, it shall pay, or shall deposit with the Paying Agent money in immediately
available funds sufficient to pay, the defaulted interest, plus (to the extent
lawful) any interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date. A special record date, as used in
this Section 2.14 with respect to the payment of any defaulted interest,
shall mean the 15th day next preceding the date fixed by the Company for the
payment of defaulted interest, whether or not such day is a Business Day. At
least 15 days before the subsequent special record date, the Company shall
mail to each Holder and to the Trustee a notice that states the subsequent
special record date, the payment date and the amount of defaulted interest to be
paid.

ARTICLE 3

Redemption and Repurchase Upon A Change Of
Control

Section 3.01 .
Companys Right to Redeem.Prior to January 20, 2010, the Notes shall
not be redeemable at the Companys option. At any time on or after
January 20, 2010 and prior to Stated Maturity, the Company, at its option,
may redeem the Notes, in whole or in part, in accordance with the provisions of
Section 3.02, Section 3.03 and Section 3.04 on the Redemption
Date for a redemption price (the "Redemption Price") in cash equal to
100% of the principal amount of the Notes plus any accrued and unpaid interest
and Liquidated Damages, if any, on the Notes redeemed to but excluding the
Redemption Date.



---



##### 

Notice of Optional Redemption; Selection of Notes.

(a) In case the
Company shall desire to exercise the right to redeem all or, as the case may be,
any part of the Notes pursuant to Section 3.01, it shall fix a date for
redemption (the "Redemption Date") and it or, at its written request
(which request must include the information listed in Section 3.02(b) and
be received by the Trustee not fewer than thirty-five (35) days prior (or
such shorter period of time as may be acceptable to the Trustee) to the
Redemption Date), the Trustee in the name of and at the expense of the Company,
shall mail or cause to be mailed a notice of such redemption (a "Redemption
Notice") not fewer than twenty (20) nor more than sixty (60) days
prior to the Redemption Date to each holder of Notes so to be redeemed as a
whole or in part at its last address as the same appears on the Note Register;
providedthat if the Company shall give such notice, it shall also give
written notice of the Redemption Date to the Trustee. Such mailing shall be by
first class mail. The notice, if mailed in the manner herein provided, shall be
conclusively presumed to have been duly given, whether or not the holder
receives such notice. In any case, failure to give such notice by mail or any
defect in the notice to the holder of any Note designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Note. Concurrently with the mailing of any such
Redemption Notice, the Company shall issue a press release announcing such
redemption, the form and content of which press release shall be determined by
the Company in its sole discretion. The failure to issue any such press release
or any defect therein shall not affect the validity of the Redemption Notice or
any of the proceedings for the redemption of any Note called for redemption.

(b) Each such
Redemption Notice shall specify the aggregate principal amount of Notes to be
redeemed, the CUSIP, ISIN or similar number or numbers of the Notes being
redeemed, the Redemption Date (which shall be a Business Day), the Redemption
Price at which Notes are to be redeemed, the place or places of payment, that
payment will be made upon presentation and surrender of such Notes, that
Interest accrued and unpaid up to but not including the Redemption Date will be
paid as specified in said notice, and that on and after said date Interest
thereon or on the portion thereof to be redeemed will cease to accrue. Such
notice shall also state the current Conversion Rate and the date on which the
right to convert such Notes or portions thereof into Common Shares will expire.
If fewer than all the Notes are to be redeemed, the Redemption Notice shall
identify the Notes to be redeemed (including CUSIP, ISIN or similar number or
numbers, if any). In case any Note is to be redeemed in part only, the
Redemption Notice shall state the portion of the principal amount thereof to be
redeemed and shall state that, on and after the Redemption Date, upon surrender
of such Note, a new Note or Notes in principal amount equal to the unredeemed
portion thereof will be issued.



---



##### 

the Redemption Date specified in the Redemption Notice given as provided in this
Section 3.02, the Company will deposit with the Trustee or with one or more
Paying Agents an amount of money in immediately available funds sufficient to
redeem on the Redemption Date all the Notes (or portions thereof) so called for
redemption (other than those theretofore surrendered for conversion into Common
Shares) at the appropriate Redemption Price; providedthat if such
payment is made on the Redemption Date it must be received by the Trustee or
Paying Agent, as the case may be, by 10:00 a.m., New York City time, on
such date. The Company shall be entitled to retain any interest, yield or gain
on amounts deposited with the Trustee or any Paying Agent pursuant to this
Section 3.02(c) in excess of amounts required hereunder to pay the
Redemption Price. Subject to the last sentence of Section 7.05, if any Note
called for redemption is converted pursuant hereto prior to such Redemption
Date, any money deposited with the Trustee or any Paying Agent or so segregated
and held in trust for the redemption of such Note shall be paid to the Company
upon its written request, or, if then held by the Company, shall be discharged
from such trust. Whenever any Notes are to be redeemed, the Company will give
the Trustee written notice in the form of an Officers Certificate not fewer
than thirty-five (35) days (or such shorter period of time as may be
acceptable to the Trustee) prior to the Redemption Date as to the aggregate
principal amount of Notes to be redeemed.

(d) If the Company
opts to redeem less than all of the Outstanding Notes, the Trustee shall select
or cause to be selected the Notes or portions thereof of the Global Note or the
Notes in certificated form to be redeemed (in principal amounts of $1,000 or
integral multiples thereof) by lot, on a pro rata basis or by another method the
Trustee deems fair and appropriate. If any Note selected for partial redemption
is submitted for conversion in part after such selection, the portion of such
Note submitted for conversion shall be deemed (so far as may be possible) to be
from the portion selected for redemption. The Notes (or portions thereof) so
selected shall be deemed duly selected for redemption for all purposes hereof,
notwithstanding that any such Note is submitted for conversion in part before
the mailing of the Redemption Notice.

Upon any redemption of
less than all of the Outstanding Notes, the Company and the Trustee may (but
need not), solely for purposes of determining the pro rata allocation among such
Notes as are unconverted and Outstanding at the time of redemption, treat as
Outstanding any Notes surrendered for conversion during the period of fifteen
(15) days next preceding the mailing of a Redemption Notice and may (but
need not) treat as Outstanding any Note authenticated and delivered during such
period in exchange for the unconverted portion of any Note converted in part
during such period.

Section 3.03 .
Payment of Notes Called for Redemption by the Company.If notice of
redemption has been given as provided in Section 3.02(a), the Notes or
portion of Notes with respect to which such notice has been given shall, unless
converted into Common Shares pursuant to the terms hereof, become due and
payable on the Redemption Date and at the place or places stated in such notice
at the applicable Redemption Price, unless the Company shall default in the
payment of the Redemption Price. Interest on the Notes or portion of Notes so
called for redemption shall cease to accrue and after the close of business on
the Business Day immediately preceding the Redemption Date (unless the Company
shall default in the payment of the Redemption Price), such Notes shall cease to
be convertible into Common Shares and, except as provided in Section 7.05,
to be entitled to any benefit or security under this Indenture, and the holders
thereof shall have no right in respect of such Notes except the right to receive
the Redemption Price thereof. On presentation and surrender of such Notes at a
place of payment in said notice specified, the said Notes or the specified
portions thereof shall be paid and redeemed by the Company at the applicable
Redemption Price; providedthat if the applicable Redemption Date is an
Interest Payment Date, the Interest payable on such Interest Payment Date shall
be paid on such Interest Payment Date to the holders of record of such Notes on
the applicable record date instead of the holders surrendering such Notes for
redemption on such date.



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##### 

Note redeemed in part only, the Company shall execute and the Trustee shall
authenticate and make available for delivery to the holder thereof, at the
expense of the Company, a new Note or Notes, of authorized denominations, in
principal amount equal to the unredeemed portion of the Note or Notes so
presented.

Notwithstanding the
foregoing, the Trustee shall not redeem any Notes or mail any Redemption Notices
during the continuance of a default in payment of Interest on the Notes. If any
Note called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, continue to
bear interest at the rate borne by the Note, and such Note shall remain
convertible into Common Shares, cash or a combination of cash and Common Shares
until the principal and Interest shall have been paid or duly provided for. The
Company will notify all of the holders if the Company redeems any of the Notes.

Section 3.04 .
Conversion Arrangement on Call for Redemption.In connection with any
redemption of Notes, the Company may arrange for the purchase and conversion of
any Notes by an agreement with one or more investment banks or other purchasers
to purchase such Notes by paying to the Trustee in trust for the Noteholders, on
or before the date fixed for redemption, an amount not less than the applicable
redemption price, together with Interest accrued and unpaid to, but excluding,
the date fixed for redemption, of such Notes. Notwithstanding anything to the
contrary contained in this Article 3, the obligation of the Company to pay
the redemption price of such Notes, together with Interest accrued and unpaid
to, but excluding, the date fixed for redemption, shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, a copy of which will be filed
with the Trustee prior to the date fixed for redemption, any Notes not duly
surrendered for conversion by the holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such holders and surrendered by such purchasers for conversion,
all as of immediately prior to the close of business on the date fixed for
redemption (and the right to convert any such Notes shall be extended through
such time), subject to payment of the above amount as aforesaid. At the
direction of the Company, the Trustee shall hold and dispose of any such amount
paid to it in the same manner as it would monies deposited with it by the
Company for the redemption of Notes. Without the Trustees prior written
consent, no arrangement between the Company and such purchasers for the purchase
and conversion of any Notes shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
this Indenture.



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##### 

Purchase of Notes at Option of the Holder Upon Change of Control.
(a) If there shall have occurred a Change of Control, all or any
portion of the Notes of any Holder equal to $1,000 or a whole multiple of
$1,000, shall be repurchased by the Company, at the option of such Holder, at a
repurchase price equal to 100% of the aggregate principal amount of the Notes to
be repurchased, together with accrued and unpaid interest and Liquidated
Damages, if any, to, but excluding, the purchase date (the "Change of Control
Purchase Price"), on the date (the "Change of Control Purchase Date")
that is 45 days after the date the Company delivered the notice required
under Section 3.05(d) (or if such 45th day is not a Business Day, the next
succeeding Business Day); provided, however, that if the Change of Control
Purchase Date is after a Regular Record Date but on or prior to the
corresponding Interest Payment Date, the accrued and unpaid interest becoming
due on such Interest Payment Date shall be payable to the Holders of such Notes,
or one or more predecessor Notes, registered as such on the relevant Regular
Record Date according to their terms.

If there shall have
occurred a Change of Control pursuant to clause (ii) of the definition
thereof set forth in this Section 3.05(a), the Company will pay on the
Change of Control Purchase Date a Make-Whole Premium to the Holders of the Notes
in addition to the Change of Control Purchase Price. The Make-Whole Premium will
also be paid on the Change of Control Purchase Date to the Holders of the Notes
who convert their Notes on or after the date on which the Company has given a
notice to all Holders of Notes in accordance with Section 3.05(d) hereof
and on or before the Change of Control Purchase Date.

The "Make-Whole
Premium" will be determined by reference to the table below and is based on
the date on which the Change of Control becomes effective (the "Effective
Date") and the price (the "Stock Price") paid per share of the
Companys Common Stock in the transaction constituting the Change of Control. If
the holders of the Companys Common Stock receive only cash in the transaction,
the Stock Price shall be the cash amount paid per share of the Companys Common
Stock. Otherwise, the Stock Price shall be equal to the average Closing Price
per share of the Companys Common Stock over the ten Trading Day period ending
on the Trading Day immediately preceding the Effective Date.

The following table shows
what the Make-Whole Premium would be for each hypothetical Stock Price and
Effective Date set forth below, expressed as a percentage of the principal
amount of the Notes.

Make-Whole Premium
Upon a Change of Control (% of Face Value)

Stock Price on Effective DateEffective date
    
    $
    
    
    
    $
    5.00
    
    
    $
    6.00
    
    
    $
    7.00
    
    
    $
    8.00
    
    
    $
    9.00
    
    
    $
    10.00
    
    
    $
    11.00
    
    
    $
    12.00
    
    
    $
    13.00
    
    
    $
    14.00
    
    
    $
    15.00
    
    
    $
    16.003.72January 15, 2005
    
    
    0.0
    %
    
    
    23.2
    %
    
    
    21.7
    %
    
    
    20.2
    %
    
    
    19.0
    %
    
    
    17.9
    %
    
    
    17.0
    %
    
    
    16.2
    %
    
    
    15.5
    %
    
    
    14.9
    %
    
    
    14.3
    %
    
    
    13.7
    %
    
    
    13.2
    %January 15, 2006
    
    
    0.0
    %
    
    
    21.4
    %
    
    
    19.6
    %
    
    
    18.0
    %
    
    
    16.7
    %
    
    
    15.6
    %
    
    
    14.8
    %
    
    
    14.0
    %
    
    
    13.3
    %
    
    
    12.7
    %
    
    
    12.2
    %
    
    
    11.7
    %
    
    
    11.2
    %January 15, 2007
    
    
    0.0
    %
    
    
    19.0
    %
    
    
    16.9
    %
    
    
    15.1
    %
    
    
    13.7
    %
    
    
    12.6
    %
    
    
    11.8
    %
    
    
    11.1
    %
    
    
    10.5
    %
    
    
    10.0
    %
    
    
    9.5
    %
    
    
    9.1
    %
    
    
    8.7
    %January 15, 2008
    
    
    0.0
    %
    
    
    15.7
    %
    
    
    13.1
    %
    
    
    11.1
    %
    
    
    9.6
    %
    
    
    8.6
    %
    
    
    7.8
    %
    
    
    7.3
    %
    
    
    6.8
    %
    
    
    6.5
    %
    
    
    6.2
    %
    
    
    5.9
    %
    
    
    5.7
    %January 15, 2009
    
    
    0.0
    %
    
    
    10.8
    %
    
    
    7.5
    %
    
    
    5.3
    %
    
    
    4.0
    %
    
    
    3.3
    %
    
    
    2.8
    %
    
    
    2.5
    %
    
    
    2.4
    %
    
    
    2.2
    %
    
    
    2.1
    %
    
    
    2.1
    %
    
    
    2.0
    %January 15, 2010
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %January 15, 2011
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %January 15, 2012
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %




---



##### 



The actual Stock Price and Effective Date may not be set
forth on the table, in which case:

(i) If the actual Stock Price on the Effective Date is between
two Stock Prices on the table or the actual Effective Date is between two
Effective Dates on the table, the Make-Whole Premium will be determined by a
straight-line interpolation between the Make-Whole Premiums set forth for the
two Stock Prices and the two Effective Dates on the table based on a 365-day
year, as applicable;

(ii) If the Stock Price on the Effective Date exceeds $16.00 per
share (subject to adjustment described below), no Make-Whole Premium will be
paid; and

(iii) If the Stock Price on the Effective Date is less than or
equal to $3.72 per share (subject to adjustment described below), no Make-Whole
Premium will be paid.

The Stock Prices set
forth in the first column of the table above will be adjusted as of any date on
which the Conversion Rate is adjusted. The adjusted Stock Prices will equal the
Stock Prices applicable immediately prior to such adjustment multiplied by a
fraction, the numerator of which is the Conversion Rate immediately prior to the
adjustment giving rise to the Stock Price adjustment and the denominator of
which is the Conversion Rate so adjusted.

The Company shall pay, at
its option, the Change of Control Purchase Price and/or Make-Whole Premium in
cash or shares of its Common Stock.

If the Company pays the
Change of Control Purchase Price and/or Make-Whole Premium in shares of its
Common Stock, the value of its Common Stock to be delivered in respect of the
Change of Control Purchase Price and/or Make-Whole Premium shall be deemed to be
equal to the average Closing Price per share over the ten Trading Day period
ending on the Trading Day immediately preceding the Change of Control Purchase
Date. The Company may pay the Change of Control Purchase Price and/or Make-Whole
Premium in shares of its Common Stock only if the information necessary to
calculate the Closing Price per share is published in a daily newspaper of
general circulation or by other appropriate means.

Whenever in this
Indenture (including Sections 2.01, 6.01(a) and 6.07 hereof) or
Exhibit A annexed hereto there is a reference, in any context, to the
principal of any Note as of any time, such reference shall be deemed to include
reference to the Change of Control Purchase Price in respect to such Note to the
extent that such Change of Control Purchase Price is, was or would be so payable
at such time, plusany applicable Make-Whole Premium, and express mention
of the Change of Control Purchase Price in any provision of this Indenture shall
not be construed as excluding the Change of Control Purchase Price in those
provisions of this Indenture when such express mention is not made.



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Control" of the Company shall be deemed to have occurred at such time after
the original issuance of the Notes as any of the following events shall occur:

(i) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), acquires the beneficial ownership (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act, except that such Person shall
be deemed to have "beneficial ownership" of all securities that such
Person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, through a purchase,
merger or other acquisition transaction, of 50% or more of the total voting
power of the total outstanding Voting Stock of the Company other than an
acquisition by the Company, any of its Subsidiaries or any employee benefit
plans of the Company; or

(ii) the Company consolidates with, or merges with or into,
another Person or conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any Person, or any Person consolidates with
or merges with or into the Company other than:

(A) any transaction (1) that does not result in any
reclassification, conversion, exchange or cancellation of outstanding shares of
the Capital Stock of the Company and (2) pursuant to which holders of the
Capital Stock of the Company immediately prior to the transaction are entitled
to exercise, directly or indirectly, 50% or more of the total voting power of
all shares of the Capital Stock of the Company entitled to vote generally in the
election of directors of the continuing or surviving person immediately after
the transaction;

(B) any merger for the purpose of changing the Companys
jurisdiction of incorporation and resulting in a reclassification, conversion or
exchange of outstanding shares of Common Stock solely into shares of common
stock of the surviving entity; or

(C) any transaction in which all of the consideration for the
Common Stock (excluding cash payments for fractional shares and cash payments
made in respect of dissenters appraisal rights) in the transaction or
transactions constituting the Change of Control consists of common stock traded
on a United States national securities exchange or quoted on the Nasdaq National
Market, or which will be so traded or quoted when issued or exchanged in
connection with the Change of Control, and as a result of such transaction or
transactions the Notes become convertible solely into such common stock, or



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(iii) during any consecutive two-year period, individuals who at
the beginning of that two-year period constituted the Board of Directors
(together with any new directors whose election to the Board of Directors, or
whose nomination for election by the stockholders of the Company, was approved
by a vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election were previously so approved) cease for any reason to constitute a
majority of the Board of Directors then in office; or

(iv) the stockholders of the Company pass a special resolution
approving a plan of liquidation or dissolution and no additional approvals of
the Companys stockholders are required under applicable law to cause a
liquidation or dissolution.

Beneficial ownership will
be determined in accordance with Rule 13d-3 promulgated by the SEC under
the Exchange Act. The term "person" includes any syndicate or group that would
be deemed a "person" under Section 13(d)(3) of the Exchange Act.

(b) The following
are conditions to the Companys election to pay for the Change of Control
Purchase Price and Make-Whole Premium in Common Stock:

(i) The shares of
Common Stock to be issued upon repurchase of Notes hereunder:

(A) shall not require registration under any federal securities
law before such shares may be freely transferable without being subject to any
transfer restrictions under the Securities Act upon repurchase or, if such
registration is required, such registration shall be completed and shall become
effective prior to the Change of Control Purchase Date; and

(B) shall not require registration with, or approval of, any
governmental authority under any state law or any other federal law before
shares may be validly issued or delivered upon repurchase or if such
registration is required or such approval must be obtained, such registration
shall be completed or such approval shall be obtained prior to the Change of
Control Purchase Date.

(ii) The shares of Common Stock to be listed upon repurchase of
Notes hereunder are, or shall have been, approved for listing on the American
Stock Exchange or listed on another national securities exchange or, if not so
listed, on the Nasdaq National Market or the Nasdaq OTC Bulletin Board service
(f/k/a NASDAQ Over-the-Counter Bulletin Board), in any case, prior to the Change
of Control Purchase Date, and the Company complies with the listing requirements
thereof.

(iii) All shares of Common Stock which may be issued upon
repurchase of Notes will be issued out of the Companys authorized but unissued
Common Stock and will, upon issue, be duly and validly issued and fully paid and
nonassessable and free of any preemptive or similar rights.



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(iv) If any of the conditions set forth in clauses
(i) through (iii) of this Section 3.05(b) are not satisfied in
accordance with the terms thereof, the Change of Control Purchase Price and
Make-Whole Premium shall be paid by the Company only in cash. The Company may
not change the form of consideration to be paid with respect to the Change of
Control Purchase Price and Make-Whole Premium once it has given notice set forth
in Section 3.05(d) to Holders, except as described in the immediately preceding
sentence.

(c) Notwithstanding
the foregoing, in the case of a Public Acquirer Change of Control (as defined
below), the Company may, in lieu of paying a Make-Whole Premium as described in
Section 3.05(a), elect to adjust the Conversion Rate and the related conversion
obligation such that from and after the effective date of such Public Acquirer
Change of Control, Holders of the Notes will be entitled to convert the Notes
into a number of shares of Public Acquirer Common Stock (as defined below) by
multiplying the Conversion Rate in effect immediately before the Public Acquirer
Change of Control by a fraction:

(i) the numerator of which will be (i) in the case of a
share exchange, consolidation, merger or binding share exchange, pursuant to
which the Common Stock is converted into cash, securities or other property, the
average value of all cash and any other consideration (as determined by the
Board of Directors) paid or payable per share of Common Stock or (ii) in
the case of any other Public Acquirer Change of Control, the average of the last
reported sale price of the Common Stock for the five consecutive trading days
prior to but excluding the effective date of such Public Acquirer Change of
Control, and

(ii) the denominator of which will be the average of the last
reported sale prices of the Public Acquirer Common Stock for the five
consecutive trading days commencing on the Trading Day next succeeding the
effective date of such Public Acquirer Change of Control.

A "Public Acquirer
Change of Control" means any event constituting a Change Of Control that
would otherwise obligate the Company to pay a Make-Whole Premium as described in
Section 3.05(a) and the acquirer (or any entity that is a directly or
indirectly wholly-owned Subsidiary of the acquirer or of which the acquirer is a
directly or indirectly wholly-owned Subsidiary) has a class of common stock
traded on a national securities exchange or quoted on the Nasdaq National Market
or which will be so traded or quoted when issued or exchanged in connection with
such event (the Public Acquirer Common Stock).

After the adjustment of
the Conversion Rate in connection with a Public Acquirer Change of Control, the
Conversion Rate will be subject to further similar adjustments in the event that
any of the events described in Section 10.01 occur thereafter.

Upon a Public Acquirer
Change of Control, if the Company so elects, Holders may convert the Notes at
the adjusted Conversion Rate described in the second preceding paragraph but
will not be entitled to the Make-Whole Premium described under
Section 3.05(a). The Company is required to notify Holders of its election
in writing of such transaction. In addition, the Holder can also, subject to
certain conditions, require the Company to repurchase all or a portion of its
Notes as described under Section 3.05(a).



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the 30th day after the occurrence of a Change of Control, the Company, or, at
the written request and expense of the Company prior to or on the 30th day after
such occurrence, the Trustee, shall give to all Holders, in the manner provided
in Section 12.02 hereof, notice of the occurrence of the Change of Control
and of the purchase right set forth herein arising as a result thereof. The
Company shall also deliver a copy of such notice of a purchase right to the
Trustee. The notice shall include a form of Change of Control Purchase Notice
(as defined in Section 3.05(e)) to be completed by the Holder and shall
state:

(1) briefly, the events causing a Change of Control and the date
of such Change of Control;

(2) the date by which the Change of Control Purchase Notice
pursuant to this Section 3.05 must be given;

(3) the Change of
Control Purchase Date;

(4) the Change of Control Purchase Price and whether the Change
of Control Purchase Price will be payable in cash or Common Stock;

(5) the name and address of the Paying Agent and the Conversion
Agent;

(6) that Notes as to which a Change of Control Purchase Notice
has been given may be converted pursuant to Article 10 hereof only if the
Change of Control Purchase Notice has been withdrawn in accordance with the
terms of this Indenture;

(7) that Notes must be surrendered to the Paying Agent to
collect payment;

(8) that the Change of Control Purchase Price for any Note as to
which a Change of Control Purchase Notice has been duly given and not withdrawn
will be paid promptly following the later of the Change of Control Purchase Date
and the time of surrender of such Note as described in (7) above;

(9) briefly, the procedures the Holder must follow to exercise
rights under this Section 3.05;

(10) briefly, the conversion rights of the Notes, including the
Conversion Rate and any adjustments thereto;



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(11) the procedures for withdrawing a Change of Control Purchase
Notice;

(12) the CUSIP
number of the Notes;

(13) whether a Make-Whole Premium shall be paid by the Company
and the form of consideration to be paid in respect of the Make-Whole Premium;
and

(14) if a Make-Whole Premium is paid by the Company, that a
Make-Whole Premium shall be paid by the Company on the Change of Control
Purchase Date to Holders of Notes who have converted their Notes into the
Companys Common Stock on or after the date the Company has given notice to all
Holders in accordance with Section 3.05(d) and on or before the Change of
Control Purchase Date.

(e) A Holder may
exercise its rights specified in this Section 3.05 upon delivery of a
written notice of purchase ("Change of Control Purchase Notice") to the
Paying Agent prior to the Change of Control Purchase Date, stating:

(1) the certificate number of the Note, if any, which the Holder
will deliver to be purchased or the appropriate Depositary procedures if the
Notes are not in certificated form;

(2) the portion of the principal amount of the Note which the
Holder will deliver to be purchased, which portion must be $1,000 or any whole
multiple thereof; and

(3) that such Note shall be purchased pursuant to the terms and
conditions specified in paragraph 5 on the reverse side of the Notes and in this
Indenture.

If the Notes are not in
certificated form, a Holders Change of Control Purchase must comply with the
appropriate DTC procedures.

The delivery of such Note
to the Paying Agent prior to the Change of Control Purchase Date (together with
all necessary endorsements) at the offices of the Paying Agent shall be a
condition to the receipt by the Holder of the Change of Control Purchase Price
therefor; provided, however, that such Change of Control Purchase Price shall be
so paid pursuant to this Section 3.05 only if the Note so delivered to the
Paying Agent shall conform in all respects to the description thereof set forth
in the related Change of Control Purchase Notice.

The Company shall
purchase from the Holder thereof, pursuant to this Section 3.05, a portion
of a Note so delivered for purchase if the principal amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Note also apply to the purchase of such
portion of such Note.



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##### 

Company contemplated pursuant to the provisions of this Section 3.05 shall
be consummated by the delivery of the consideration to be received by the Holder
promptly following the later of the Change of Control Purchase Date and the time
of delivery of the Note to the Paying Agent in accordance with this
Section 3.05.

Notwithstanding anything
herein to the contrary, any Holder delivering to the Paying Agent the Change of
Control Purchase Notice contemplated by this Section 3.05 shall have the
right to withdraw such Change of Control Purchase Notice at any time prior to
the close of business on the Business Day prior to the Change of Control
Purchase Date by delivery of a written notice of withdrawal to the Paying Agent
in accordance with Section 3.06.

The Paying Agent shall
promptly notify the Company of the receipt by it of any Change of Control
Purchase Notice or written withdrawal thereof.

Section 3.06 .
Effect of Change of Control Purchase Notice.Upon receipt by the Paying
Agent of the Change of Control Purchase Notice specified in
Section 3.05(e), the Holder of the Note in respect of which such Change of
Control Purchase Notice was given shall (unless such Change of Control Purchase
Notice is withdrawn as specified in the following two paragraphs) thereafter be
entitled to receive solely the Change of Control Purchase Price with respect to
such Note. Such Purchase Price (along with the Make-Whole Premium, if any) shall
be paid to such Holder, subject to receipt of consideration for the Notes by the
Paying Agent, promptly following the later of (x) the Change of Control
Purchase Date with respect to such Note (provided the conditions in Section
3.05(e), as the case may be, have been satisfied) or (y) the time of
delivery of such Note to the Paying Agent by the Holder thereof in the manner
required by Section 3.05(e), as the case may be. Notes in respect of which
a Change of Control Purchase Notice has been given by the Holder thereof may not
be converted pursuant to Article 10 hereof on or after the date of the
delivery of such Change of Control Purchase Notice unless such Change of Control
Purchase Notice has first been validly withdrawn as specified in the following
two paragraphs.

A Change of Control
Purchase Notice may be withdrawn by means of a written notice of withdrawal
delivered to the office of the Paying Agent in accordance with the Change of
Control Purchase Notice at any time prior to the close of business on the
Business Day immediately preceding the Change of Control Purchase Date
specifying:

(1) the certificate number of the Note in respect of which such
notice of withdrawal is being submitted or, if not in certificated form, the
applicable Depositary procedures,

(2) the principal amount of the Note with respect to which such
notice of withdrawal is being submitted, and



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(3) the principal amount, if any, of such Note which remains
subject to the original Change of Control Purchase Notice and which has been or
will be delivered for purchase by the Company.

There shall be no
purchase of any Notes pursuant to Section 3.05 if there has occurred (prior
to, on or after, as the case may be, the giving, by the Holders of such Notes,
of the required Change of Control Purchase Notice) and is continuing an Event of
Default (other than a default in the payment of the Change of Control Purchase
Price with respect to such Notes). The Paying Agent will promptly return to the
respective Holders thereof any Notes (x) with respect to which a Change of
Control Purchase Notice has been withdrawn in compliance with this Indenture, or
(y) held by it during the continuance of an Event of Default (other than a
default in the payment of the Change of Control Purchase Price with respect to
such Notes) in which case, upon such return, the Change of Control Purchase
Notice with respect thereto shall be deemed to have been withdrawn.

Section 3.07 .
Deposit of Change of Control Purchase Price.Prior to 10:00 a.m. (New
York City time) on the Change of Control Purchase Date, the Company shall
deposit with the Trustee or with the Paying Agent (or, if the Company or a
Subsidiary or an Affiliate of either of them is acting as the Paying Agent,
shall segregate and hold in trust as provided in Section 2.05) an amount of
cash (in immediately available funds if deposited on such Business Day) or
Common Stock sufficient to pay the aggregate Change of Control Purchase Price of
all the Notes or portions thereof which are to be purchased as of the Change of
Control Purchase Date and an amount in cash or shares of Common Stock sufficient
to pay any Make-Whole Premium.

If the Trustee or other
Paying Agent appointed by the Company, or the Company or an Affiliate of the
Company, if it or such Affiliate is acting as the Paying Agent, holds cash or
shares of Common Stock sufficient to pay the aggregate Change of Control
Purchase Price of all the Notes or portions thereof that are to be purchased as
of the Change of Control Purchase Date and an amount in cash or shares of Common
Stock sufficient to pay any Make-Whole Premium, then immediately after the
Change of Control Purchase Date (i) such Notes will cease to be
outstanding, (ii) interest on such Notes will cease to accrue and
(iii) all other rights of the holders of such Notes will terminate other
than the right to receive the Change of Control Purchase Price and the
Make-Whole Premium, if any, upon delivery of the Notes, whether or not
book-entry transfer of the Notes has been made or the Notes have been delivered
to the Trustee or Paying Agent.

Section 3.08 .
Notes Purchased in Part.Any Note which is to be purchased only in part
shall be surrendered at the office of the Paying Agent (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holders attorney duly authorized in writing) and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Note, without service charge, a new Note or Notes, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to,
and in exchange for, the portion of the principal amount of the Note so
surrendered which is not purchased.



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Covenant to Comply with Securities Laws upon Purchase of Notes. In
connection with any offer to purchase or purchase of Notes under
Section 3.05 hereof (provided that such offer or purchase constitutes an
"issuer tender offer" for purposes of Rule 13e-4 (which term, as used
herein, includes any successor provision thereto) under the Exchange Act at the
time of such offer or purchase), the Company shall (i) comply with
Rule 13e-4, Rule 14e-1 and any other tender offer rules under the
Exchange Act which may then be applicable, (ii) file the related
Schedule TO (or any successor schedule, form or report) or any other
schedule required under the Exchange Act, and (iii) otherwise comply with
all federal and state securities laws so as to permit the rights and obligations
under Section 3.05 to be exercised in the time and in the manner specified
in Section 3.05.

Section 3.10 .
Repayment to the Company.The Trustee and the Paying Agent shall return to
the Company any cash or shares of Common Stock that remains unclaimed as
provided in paragraph 12 of the Notes, together with interest or dividends, if
any, thereon, held by them for the payment of the Change of Control Purchase
Price and Make-Whole Premium, if any; provided, however, that to the extent that
the aggregate amount of cash or shares of Common Stock deposited by the Company
pursuant to Section 3.07 exceeds the aggregate Change of Control Purchase
Price of the Notes and Make-Whole Premium, if any, or portions thereof which the
Company is obligated to purchase as of the Change of Control Purchase Date then
promptly after the Business Day following the Change of Control Purchase Date
the Trustee shall return any such excess to the Company together with interest
or dividends, if any, thereon.

ARTICLE 4

Covenants

Section 4.01 .
Payment of Principal, Premium, Interest on the Notes.The Company will duly
and punctually pay the principal of and premium, if any, and interest (including
Liquidated Damages, if any) in respect of the Notes in accordance with the terms
of the Notes and this Indenture. The Company will deposit or cause to be
deposited with the Trustee as directed by the Trustee, no later than the day of
the Stated Maturity of any Note or installment of interest, all payments so due.
Principal amount, Change of Control Purchase Price, cash interest and any
applicable Make-Whole Premium shall be considered paid on the applicable date
due if on such date (or, in the case of a Change of Control Purchase Price or
any applicable Make-Whole Premium on the Business Day following the applicable
Change of Control Purchase Date) the Trustee or the Paying Agent holds, in
accordance with this Indenture, money or Notes, if permitted hereunder,
sufficient to pay all such amounts then due.

The Company shall, to the
extent permitted by law, pay cash interest on overdue amounts at the rate per
annum set forth in paragraph 1 of the Notes, which interest shall accrue from
the date such overdue amount was originally due to the date payment of such
amount, including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand.



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Reports by the Company. The Company shall file with the Trustee (and the SEC
after the Indenture becomes qualified under the TIA), and transmit to holders of
Notes, such information, documents and other reports and such summaries thereof,
as may be required pursuant to the TIA at the times and in the manner provided
pursuant to the TIA, whether or not the Notes are governed by the TIA; provided,
however, that any such information, documents or reports required to be filed
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act shall be
filed with the Trustee within fifteen (15) days after the same is so
required to be filed with the SEC; provided, however, that delivery may be
effected in accordance with the provisions of Rule 19a-1 under the TIA if
and during any time the Company is eligible thereunder; and provided further,
that the Company shall not be required to deliver to the Trustee any material
for which the Company has sought and received confidential treatment by the SEC.
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustees receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Companys
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers Certificates).

Section 4.03 .
Compliance Certificate.The Company shall deliver to the Trustee within 120
days after the end of each fiscal year of the Company (beginning with the fiscal
year ending on December 31, 2005) an Officers Certificate, stating whether
or not to the best knowledge of the signers thereof the Company is in default in
the performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.

Section 4.04 .
Further Instruments and Acts.Upon request of the Trustee, the Company will
execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purposes of
this Indenture.

Section 4.05 .
Maintenance of Office or Agency.The Company will maintain in the Borough of
Manhattan, the City of New York, an office or agency of the Trustee, Note
Registrar, Paying Agent and Conversion Agent where Notes may be presented or
surrendered for payment, where Notes may be surrendered for registration of
transfer, exchange, purchase or conversion and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Corporate Trust Office and each office or agency of the Trustee in the Borough
of Manhattan, the City of New York, shall initially be one such office or agency
for all of the aforesaid purposes. The Company shall give prompt written notice
to the Trustee of the location, and of any change in the location, of any such
office or agency (other than a change in the location of the office of the
Trustee). If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 12.02.



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time to time designate one or more other offices or agencies where the Notes may
be presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in the Borough of Manhattan, the City of New York, for such
purposes.

Section 4.06 .
Delivery of Certain Information.At any time when the Company is not subject
to Section 13 or 15(d) of the Exchange Act, upon the request of a holder or
any beneficial holder of Notes or shares of Common Stock issued upon conversion
thereof, the Company will promptly furnish or cause to be furnished
Rule 144A Information (as defined below) to such Holder or any beneficial
holder of Notes or holder of shares of Common Stock issued upon conversion of
Notes, or to a prospective purchaser of any such security designated by any such
holder, as the case may be, to the extent required to permit compliance by such
Holder or holder with Rule 144A under the Securities Act in connection with
the resale of any such security. "Rule 144A Information" shall be
such information as is specified pursuant to Rule 144A(d)(4) under the
Securities Act.

Section 4.07 .
Existence.Subject to Article 5, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence and rights (charter and statutory); provided, however, that the
Company shall not be required to preserve any such right if the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and that the loss thereof is not disadvantageous in
any material respect to the Noteholders.

Section 4.08 .
Maintenance of Properties.The Company will cause all properties used or
useful in the conduct of its business or the business of any Significant
Subsidiary to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Company may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times; provided, however, that nothing in this Section shall prevent the
Company from discontinuing the operation or maintenance of any of such
properties if such discontinuance is, in the judgment of the Company, desirable
in the conduct of its business or the business of any Significant Subsidiary and
not disadvantageous in any material respect to the Noteholders.

Section 4.09 .
Payment of Taxes and Other Claims.The Company will pay or discharge, or
cause to be paid or discharged, before the same may become delinquent,
(i) all taxes, assessments and governmental charges levied or imposed upon
the Company or any Significant Subsidiary or upon the income, profits or
property of the Company or any Significant Subsidiary, (ii) all claims for
labor, materials and supplies which, if unpaid, might by law become a lien or
charge upon the property of the Company or any Significant Subsidiary and
(iii) all stamps and other duties, if any, which may be imposed by the
United States or any political subdivision thereof or therein in connection with
the issuance, transfer, exchange or conversion of any Notes or with respect to
this Indenture; provided, however, that, in the case of clauses (i) and
(ii), the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim (A) if the failure
to do so will not, in the aggregate, have a material adverse impact on the
Company, or (B) if the amount, applicability or validity is being contested
in good faith by appropriate proceedings.



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Liquidated Damages Notice. In the event that the Company is required to pay
Liquidated Damages to holders of Notes pursuant to the Registration Rights
Agreement, the Company will provide written notice ("Liquidated Damages
Notice") to the Trustee of its obligation to pay Liquidated Damages no later
than fifteen days prior to the proposed payment date for the Liquidated Damages,
and the Liquidated Damages Notice shall set forth the amount of Liquidated
Damages to be paid by the Company on such payment date. The Trustee shall not at
any time be under any duty or owe a responsibility to any holder of Notes to
determine the Liquidated Damages, or with respect to the nature, extent or
calculation of the amount of Liquidated Damages when made, or with respect to
the method employed in such calculation of the Liquidated Damages.

ARTICLE 5

Successor Corporation

Section 5.01 .
When Company May Merge Or Transfer Assets.The Company may, without the
consent of the Holders of the Notes, consolidate with, merge with or convert
into any other Person or convey, transfer or lease all or substantially all of
its properties and assets to any other Person, if:

(a) (i) such
Person (other than an individual) is organized and validly existing under the
laws of the United States or any State thereof or the District of Columbia or
any political subdivisions of the United States or (ii) the Company
delivers to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee to the effect that the rights of the Holders of the Notes would not be
affected adversely as a result of the law of the jurisdiction of organization of
such Person insofar as such law affects the ability of such Person to pay and
perform any obligations and undertakings in connection with its Notes or the
ability of the Holders to enforce such obligations and undertakings, if such
Person is organized under the laws of a foreign jurisdiction, and (iii) in
case of (i) or (ii) such Person shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all of the obligations of the Company under the
Notes and this Indenture;

(b) at the time of
such transaction, no Event of Default and no event which, after notice or lapse
of time, would become an Event of Default, shall have happened and be
continuing; and



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##### 

shall have delivered to the Trustee an Officers Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture, comply with this Article 5 and
that all conditions precedent herein provided for relating to such transaction
have been satisfied.

For purposes of the
foregoing, the transfer (by lease, assignment, sale or otherwise) of the
properties and assets of one or more Subsidiaries (other than to the Company or
another Subsidiary), which, if such assets were owned by the Company, would
constitute all or substantially all of the properties and assets of the Company,
shall be deemed to be the transfer of all or substantially all of the properties
and assets of the Company.

The successor person
formed by such consolidation or into which the Company is merged or the
successor person to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor had
been named as the Company herein; and thereafter, except in the case of a lease
and obligations the Company may have under a supplemental indenture pursuant to
Section 10.11, the Company shall be discharged from all obligations and
covenants under this Indenture and the Notes. Subject to Section 9.06, the
Company, the Trustee and the successor person shall enter into a supplemental
indenture to evidence the succession and substitution of such successor person
and such discharge and release of the Company.

ARTICLE 6

Defaults And Remedies

Section 6.01 .
Events of Default.An "Event of Default" occurs if:

(a) the Company
fails to pay when due the principal of or premium (including Make-Whole
Premium), if any, on any of the Notes at maturity, upon exercise of a repurchase
right or otherwise;

(b) the Company
fails to pay an installment of interest (including Liquidated Damages, if any)
on any of the Notes that continues for 30 days after the date when due;

(c) the Company
fails to deliver shares of Common Stock, together with cash in lieu of
fractional shares and any Make-Whole Premium, when such Common Stock or cash in
lieu of fractional shares and any Make-Whole Premium are required to be
delivered upon conversion of a Note and such failure continues for 10 days
after such delivery date;

(d) the Company
fails to give notice regarding a Change of Control within the time period
specified in Section 3.05;



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fails to perform or observe any other term, covenant or agreement contained in
the Notes or this Indenture for a period of 60 days after receipt by the
Company of a Notice of Default (as defined below);

(f) (i) the
Company or any Significant Subsidiary fails to make any payment by the end of
the applicable grace period, if any, after the final scheduled payment date for
such payment with respect to any indebtedness for borrowed money in an aggregate
amount in excess of $5 million or (ii) indebtedness for borrowed money
of the Company or any Significant Subsidiary in an aggregate amount in excess of
$5 million shall have been accelerated or otherwise declared due and
payable, or required to be prepaid or repurchased (other than by regularly
scheduled required prepayment) prior to the scheduled maturity thereof as a
result of a default with respect to such indebtedness, in either case without
such indebtedness referred to in subclause (i) or (ii) of this clause
(f) having been discharged, cured, waived, rescinded or annulled, for a period
of 30 days after receipt by the Company of a Notice of Default;

(g) the Company, or
any Significant Subsidiary, or any Subsidiaries of the Company which in the
aggregate would constitute a Significant Subsidiary pursuant to or under or
within the meaning of any Bankruptcy Law:

(i) commences a
voluntary case or proceeding;

(ii) consents to the entry of an order for relief against it in
an involuntary case or proceeding or the commencement of any case against it;

(iii) consents to the appointment of a Custodian of it or for
any substantial part of its property;

(iv) makes a
general assignment for the benefit of its creditors;

(v) files a petition in bankruptcy or answer or consent seeking
reorganization or relief; or

(vi) consents to the filing of such a petition or the
appointment of or taking possession by a Custodian; and

(h) a court of
competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Company or any Significant
Subsidiary or any Subsidiaries of the Company which in the aggregate would
constitute a Significant Subsidiary in an involuntary case or proceeding, or
adjudicates the Company or any Significant Subsidiary or any Subsidiaries of the
Company which in the aggregate would constitute a Significant Subsidiary
insolvent or bankrupt;

(ii) appoints a Custodian of the Company or any Significant
Subsidiary or any Subsidiaries of the Company which in the aggregate would
constitute a Significant Subsidiary or for any substantial part of its or their
properties; or



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(iii) orders the winding up or liquidation of the Company or any
Significant Subsidiary or any Subsidiaries of the Company which in the aggregate
would constitute a Significant Subsidiary;

and the order or decree remains unstayed
and in effect for 60 days.

For purposes of
Sections 6.01(g) and 6.01(h) above:

"Bankruptcy Law" means Title 11, United States Code, or any
similar federal or state law for the relief of debtors.

"Custodian" means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

A Default under clause
(e) or (f) above is not an Event of Default until the Trustee notifies
the Company, or the Holders of at least 25% in aggregate principal amount of the
Notes at the time outstanding notify the Company and the Trustee, of the Default
and the Company does not cure such Default (and such Default is not waived)
within the time specified in clause (e) or (f) above after actual
receipt of such notice. Any such notice must specify the Default, demand that it
be remedied and state that such notice is a "Notice of Default."

The Company shall deliver
to the Trustee, within five Business Days of becoming aware of the occurrence of
an Event of Default, written notice thereof. In addition, the Company shall
deliver to the Trustee, within 30 days after they become aware of the
occurrence thereof, written notice of any event which with the lapse of time
would become an Event of Default under clause (e) above, its status and
what action the Company is taking or proposes to take with respect thereto.

The Trustee shall, within
90 days of the occurrence of an Event of Default, give to the Noteholders
notice of all uncured Events of Defaults known to it, providedthat the
Trustee shall be protected in withholding such notice if the Trustee, in good
faith, determines that the withholding of such notice is in the best interest of
the Noteholders, except in the case of an Event of Default described in
Section 6.01(a) or 6.01(b).

Section 6.02 .
Acceleration.If an Event of Default (other than an Event of Default
specified in Section 6.01(g) or 6.01(h)) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in aggregate
principal amount of the Notes at the time outstanding by notice to the Company
and the Trustee, may declare the Notes due and payable at their principal amount
together with accrued interest (including Liquidated Damages, if any). Upon a
declaration of acceleration, such principal and accrued and unpaid interest to
the date of payment shall be immediately due and payable. If an Event of Default
is cured prior to any such declaration by the Trustee or the Holders, the
Trustee and the Holders shall not be entitled to declare the Notes due and
payable as provided herein as a result of such cured Event of Default and any
such cured Event of Default shall be deemed waived by the Holders and the
Trustee.



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specified in Sections 6.01(g) or 6.01(h) above occurs and is continuing,
then the principal and the accrued interest (including Liquidated Damages, if
any) on all the Notes shall become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Noteholders.

The Holders of a majority
in aggregate principal amount of the Notes at the time outstanding, by notice to
the Trustee (and without notice to any other Noteholder) may rescind or annul an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived except nonpayment of the principal and any accrued cash interest
(including Liquidated Damages, if any) that have become due solely as a result
of acceleration and if all amounts due to the Trustee under Section 7.06
have been paid. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

Section 6.03 .
Other Remedies.If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of the principal, the
premium, if any, and any accrued cash interest (including Liquidated Damages, if
any) on the Notes or to enforce the performance of any provision of the Notes or
this Indenture.

The Trustee may maintain
a proceeding even if the Trustee does not possess any of the Notes or produce
any of the Notes in the proceeding. A delay or omission by the Trustee or any
Noteholder in exercising any right or remedy accruing upon an Event of Default
shall not impair the right or remedy or constitute a waiver of, or acquiescence
in, the Event of Default. No remedy is exclusive of any other remedy. All
available remedies are cumulative.

Section 6.04 .
Waiver of Past Defaults.The Holders of a majority in aggregate principal
amount of the Notes at the time outstanding, by notice to the Trustee (and
without notice to any other Noteholder), may waive an existing Event of Default
and its consequences except (1) an Event of Default described in
Section 6.01(a) or 6.01(b) or (2) an Event of Default in respect of a
provision that under Section 9.02 cannot be amended without the consent of
each Noteholder affected. When an Event of Default is waived, it is deemed
cured, but no such waiver shall extend to any subsequent or other Event of
Default or impair any consequent right.

Section 6.05 .
Control By Majority.The Holders of a majority in aggregate principal amount
of the Notes at the time outstanding may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or that
the Trustee determines in good faith is prejudicial to the rights of other
Noteholders or would involve the Trustee in personal liability unless the
Trustee is offered indemnity satisfactory to it against loss, liability or
expense.



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Limitation On Suits. A Noteholder may not pursue any remedy with respect to
this Indenture or the Notes unless:

(1) the Holder gives to the Trustee written notice stating that
an Event of Default is continuing;

(2) the Holders of at least 25% in aggregate principal amount of
the Notes at the time outstanding make a written request to the Trustee to
pursue the remedy;

(3) such Holder or Holders offer to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee does not comply with the request within
60 days after receipt of such notice, request and offer of security or
indemnity; and

(5) the Holders of a majority in aggregate principal amount of
the Notes at the time outstanding do not give the Trustee a direction
inconsistent with the request during such 60-day period.

A Noteholder may not use
this Indenture to prejudice the rights of any other Noteholder or to obtain a
preference or priority over any other Noteholder.

Section 6.07 .
Rights of Holders to Receive Payment.Notwithstanding any other provision of
this Indenture, the right of any Holder to receive payment of the principal
amount, premium, if any, Change of Control Purchase Price, the Make-Whole
Premium, if applicable, or any accrued cash interest (including Liquidated
Damages, if any) in respect of the Notes held by such Holder, on or after the
respective due dates expressed in the Notes or any Change of Control Purchase
Date, and to convert the Notes in accordance with Article 10, or to bring
suit for the enforcement of any such payment on or after such respective dates
or the right to convert, shall not be impaired or affected adversely without the
consent of such Holder.

Section 6.08 .
Collection Suit by Trustee.If an Event of Default described in Section
6.01(a) or 6.01(b) occurs and is continuing, the Trustee may recover judgment in
its own name and as trustee of an express trust against the Company for the
whole amount owing with respect to the Notes and the amounts provided for in
Section 7.06.

Section 6.09 .
Trustee May File Proofs of Claim.In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Company or
any other obligor upon the Notes or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
amount, Change of Control Purchase Price, any applicable Make-Whole Premium or
any accrued cash interest in respect of the Notes shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on the Company for the payment of any
such amount) shall be entitled and empowered, by intervention in such proceeding
or otherwise,



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prove a claim for the whole amount of the principal amount, Change of Control
Purchase Price, any applicable Make-Whole Premium or any accrued cash interest
and to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel or any other amounts due the Trustee under Section 7.06) and of
the Holders allowed in such judicial proceeding, and

(b) to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same;

and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under
Section 7.06.

Nothing herein contained shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 .
Priorities.If the Trustee collects any money pursuant to this
Article 6, it shall pay out the money in the following order:

(1) to the Trustee
for amounts due under Section 7.06;

(2) to Noteholders for amounts due and unpaid on the Notes for
the principal amount, Change of Control Purchase Price or any accrued cash
interest (including Liquidated Damages, if any) as the case may be, ratably,
without preference or priority of any kind, according to such amounts due and
payable on the Notes; and

(3) the balance, if
any, to the Company.

The Trustee may fix a
record date and payment date for any payment to Noteholders pursuant to this
Section 6.10. At least 15 days before such record date, the Trustee
shall mail to each Noteholder and the Company a notice that states the record
date, the payment date and the amount to be paid.



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Undertaking For Costs. In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action
taken or omitted by it as Trustee, a court in its discretion may require the
filing by any party litigant (other than the Trustee) in the suit of an
undertaking to pay the costs of the suit in the manner and to the extent
provided in the TIA, and the court in its discretion may assess reasonable
costs, including reasonable attorneys fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a
suit by Holders of more than 10% in aggregate principal amount of the Notes at
the time outstanding.

Section 6.12 .
Waiver Of Stay, Extension Or Usury Laws.The Company covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law or any usury or other law wherever enacted, now or at
any time hereafter in force, which would prohibit or forgive the Company from
paying all or any portion of the principal amount, Change of Control Purchase
Price, any applicable Make-Whole Premium or any accrued cash interest (including
Liquidated Damages, if any) in respect of Notes, or any interest on such
amounts, as contemplated herein, or which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

ARTICLE 7

Trustee

Section 7.01 .
Duties And Responsibilities Of The Trustee; During Default; Prior To
Default. The Trustee, prior to the occurrence of an Event of Default
hereunder and after the curing or waiving of all such Events of Default which
may have occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default hereunder
has occurred (which has not been cured or waived), the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a reasonable person would
exercise or use under the circumstances in the conduct of his own affairs.

No provision of this
Indenture shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that

(a) prior to the
occurrence of an Event of Default hereunder and after the curing or waiving of
all such Events of Default which may have occurred:

(i) the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Indenture, and the Trustee
shall not be liable except for the performance of such duties and obligations as
are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and



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(ii) in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any statements, certificates
or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such statements, certificates or opinions
which by any provision hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this Indenture;

(b) the Trustee
shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless it shall be
proved that the Trustee was negligent in ascertaining the pertinent facts; and

(c) the Trustee
shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the Holders pursuant to
Section 6.05 relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture.

None of the provisions
contained in this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur personal financial liability in the performance of any
of its duties or in the exercise of any of its rights or powers.

Section 7.02 .
Certain Rights of the Trustee. Subject to Section 7.01:

(a) the Trustee may
conclusively rely and shall be fully protected in acting or refraining from
acting upon any resolution, Officers Certificate or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
debenture, note, coupon, Note or other paper or document (whether in its
original or facsimile form) believed by it to be genuine and to have been signed
or presented by the proper party or parties;

(b) any request,
direction, order or demand of the Company mentioned herein shall be sufficiently
evidenced by an Officers Certificate (unless other evidence in respect thereof
be herein specifically prescribed); and any resolution of the Board of Directors
may be evidenced to the Trustee by a copy thereof certified by the secretary or
an assistant secretary of the Company;

(c) the Trustee may
consult with counsel of its selection and any advice or Opinion of Counsel shall
be full and complete authorization and protection in respect of any action
taken, suffered or omitted to be taken by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel;



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shall be under no obligation to exercise any of the trusts or powers vested in
it by this Indenture with the request, order or direction of any of the
Noteholders pursuant to the provisions of this Indenture, unless such
Noteholders shall have offered to the Trustee reasonable security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be
incurred therein or thereby;

(e) the Trustee
shall not be liable for any action taken or omitted by it in good faith and
believed by it to be authorized or within the discretion, rights or powers
conferred upon it by this Indenture;

(f) prior to the
occurrence of an Event of Default hereunder and after the curing or waiving of
all such Events of Default, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, appraisal, bond, debenture, note, coupon, security, or other paper or
document unless requested in writing to do so by the Holders of not less than a
majority in aggregate principal amount of the Notes then outstanding; provided
that, if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such expenses or liabilities as
a condition to proceeding; the reasonable expenses of every such investigation
shall be paid by the Company or, if paid by the Trustee or any predecessor
trustee, shall be repaid by the Company upon demand;

(g) the Trustee may
execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys not regularly in its employ
and the Trustee shall not be responsible for any misconduct or negligence on the
part of any such agent or attorney appointed with due care by it hereunder;

(h) the Trustee
shall not be required to take notice or be deemed to have notice of any Event of
Default, except failure of the Company to cause to be made any of the payments
required to be made to the Trustee, unless the Trustee shall be specifically
notified by a writing of such default by the Company or by the Holders of at
least 25% aggregate principal amount of the Notes then outstanding delivered to
the Corporate Trust Office of the Trustee and, in the absence of such notice so
delivered the Trustee may conclusively assume no default exists;

(i) the rights,
privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and
each agent, custodian and other Person employed to act hereunder;

(j) before taking
any action or refraining from taking any action under this Indenture, the
Trustee may require that indemnity satisfactory to it be furnished for the
reimbursement of all expenses to which it may be put and to protect it against
all liability, including costs incurred in defending itself against any and all
charges, claims, complaints, allegations, assertions or demands of any nature
whatsoever, except liability which is adjudicated to be a result of the
Trustees negligence or willful misconduct in connection with any such action;
and



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therein expressly so provided, every provision of this Indenture relating to the
conduct of, or affecting the liability of, or affording protection to the
Trustee shall be subject to the provisions of this Section 7.02.

Section 7.03 .
Trustee not Responsible for Recitals, Dispositions of Notes or Application of
Proceeds Thereof.The recitals contained herein and in the Notes, except the
Trustees certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for the correctness of
the same. The Trustee makes no representation as to the validity or sufficiency
of this Indenture or of the Notes. The Trustee shall not be accountable for the
use or application by the Company of any of the Notes or of the proceeds
thereof.

Section 7.04 .
Trustee and Agents May Hold Notes; Collections, Etc..The Trustee or any
agent of the Company or the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Notes with the same rights it would have if
it were not the Trustee or such agent and, subject to Sections 7.08 and
7.13, if operative, may otherwise deal with the Company and receive, collect,
hold and retain collections from the Company with the same rights it would have
if it were not the Trustee or such agent.

Section 7.05 .
Moneys Held by Trustee.Subject to the provisions of Section 8.04
hereof, all moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Neither the Trustee nor any agent of the Company or
the Trustee shall be under any liability for interest on any moneys received by
it hereunder. Under no circumstances shall the Trustee be liable in its
individual capacity for the obligations evidenced by the Notes. In accepting the
trust hereby created, the Trustee acts solely as Trustee for the Holders of the
Notes and not in its individual capacity and all persons, including without
limitation the Holders of Notes and the Company having any claim against the
Trustee arising from this Indenture shall look only to the funds and accounts
held by the Trustee hereunder for payment except as otherwise provided herein.

Section 7.06 .
Compensation And Indemnification Of Trustee And Its Prior Claim..The
Company covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to, such compensation (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust) to be agreed to in writing by the Trustee and the Company, and the
Company covenants and agrees to pay or reimburse the Trustee and each
predecessor Trustee upon its request for all expenses, disbursements and
advances incurred or made by or on behalf of it in accordance with any of the
provisions of this Indenture (including (i) the reasonable compensation and
the expenses and disbursements of its counsel and of all agents and other
persons not regularly in its employ and (ii) interest at the prime rate on
any disbursements and advances made by the Trustee and not paid by the Company
within 5 days after receipt of an invoice for such disbursement or advance)
except any such expense, disbursement or advance as shall be determined by a
court of competent jurisdiction to have been caused by its own negligence or bad
faith. The Company also covenants to fully indemnify each of the Trustee, each
predecessor Trustee, any Authenticating Agent and any officer, director,
employee or agent of the Trustee, each such predecessor Trustee or any such
Authenticating Agent for, and to hold it harmless against, any and all loss,
liability, claim, damage or expense (including legal fees and expenses) incurred
without negligence or willful misconduct on its part, arising out of or in
connection with the acceptance or administration of this Indenture or the trusts
hereunder and its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim of liability in the
premises. The obligations of the Company under this Section 7.06 to
compensate and indemnify the Trustee, each predecessor Trustee, any
Authenticating Agent and any officer, director, employee or agent of the
Trustee, each such predecessor Trustee or any such Authenticating Agent and to
pay or reimburse the Trustee and each predecessor Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture. Such
additional indebtedness shall be a senior claim to that of the Notes upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the Holders of particular Notes, and the Notes are
hereby effectively subordinated to such senior claim to such extent. The
provisions of this Section 7.06 shall survive the termination of this
Indenture and the resignation or removal of the Trustee. The Trustees fees and
expenses are intended to constitute an "Administrative Expense" under the
Bankruptcy Law.



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Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if repayment of such funds or
adequate indemnity against such risk or liability is not assured to its
satisfaction.

Section 7.07 .
Right of Trustee to Rely on Officers Certificate, Etc..Subject to Sections
7.01 and 7.02, whenever in the administration of the trusts of this Indenture
the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers
Certificate delivered to the Trustee, and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted by it under the provisions of
this Indenture upon the faith thereof.

Section 7.08 .
Conflicting Interests.If the Trustee has or shall acquire a conflicting
interest within the meaning of the TIA, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the TIA.

Section 7.09 .
Persons Eligible for Appointment as Trustee.The Trustee shall at all times
be a corporation or banking association having a combined capital and surplus of
at least $50,000,000. If such corporation or banking association publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then, for the purposes of
this Section 7.09, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this
Section 7.09, the Trustee shall resign immediately in the manner and with
the effect specified in Section 7.10.



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Resignation and Removal; Appointment of Successor Trustee. (a) The
Trustee, or any trustee or trustees hereafter appointed, may at any time resign
with respect to one or more or all series of Notes by giving written notice of
resignation to the Company and by mailing notice thereof by first class mail to
the Holders of Notes at their last addresses as they shall appear on the Note
Register. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee or trustees by written instrument in duplicate,
executed by authority of the Board of Directors, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor
trustee or trustees. If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the mailing of such notice
of resignation, the resigning trustee may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
trustee, or any Noteholder who has been a bona fide Holder of a Note for at
least six months may, subject to the provisions of Section 7.11, on behalf
of himself and all others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, appoint a successor trustee.

(b) In case at any
time any of the following shall occur:

(i) the Trustee shall fail to comply with the provisions of
Section 7.08 with respect to any Notes after written request therefor by
the Company or by any Noteholder who has been a bona fide Holder of a Note for
at least six months; or

(ii) the Trustee shall cease to be eligible in accordance with
the provisions of Section 7.09 and shall fail to resign after written
request therefor by the Company or by any Noteholder; or

(iii) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or
of its property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation; or

(iv) the Company shall determine that the Trustee has failed to
perform its obligations under this Indenture in any material respect;



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remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, subject to the provisions of Section 7.11, any
Noteholder who has been a bona fide Holder of a Note for at least six months may
on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, remove the Trustee and appoint a successor
trustee. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after a notice of removal has been given, the
removed trustee may petition a court of competent jurisdiction for the
appointment of a successor trustee.

(c) The Holders of a
majority in aggregate principal amount of the Notes at the time outstanding may
at any time remove the Trustee and appoint a successor trustee by delivering to
the Trustee so removed, to the successor trustee so appointed and to the Company
the evidence provided for in Section 1.05 of the action in that regard
taken by the Noteholders.

(d) Any resignation
or removal of the Trustee and any appointment of a successor trustee pursuant to
any of the provisions of this Section 7.10 shall become effective upon
acceptance of appointment by the successor trustee as provided in
Section 7.11.

Section 7.11 .
Acceptance of Appointment by Successor Trustee.Any successor trustee
appointed as provided in Section 7.10 shall execute and deliver to the
Company and to the predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee hereunder; but, nevertheless, on the written request of the
Company or of the successor trustee, upon payment of its charges then unpaid,
the trustee ceasing to act shall pay over to the successor trustee all moneys at
the time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any such successor trustee, the Company shall
execute any and all instruments in writing for more fully and certainly vesting
in and confirming to such successor trustee all such rights and powers. Any
trustee ceasing to act shall, nevertheless, retain a prior claim upon all
property or funds held or collected by such trustee to secure any amounts then
due it pursuant to the provisions of Section 7.06.

No successor trustee
shall accept appointment as provided in this Section 7.11 unless at the
time of such acceptance such successor trustee shall be qualified under the
provisions of Section 7.08 and eligible under the provisions of
Section 7.09.

Upon acceptance of
appointment by any successor trustee as provided in this Section 7.11, the
Company shall mail notice thereof by first class mail to the Holders of Notes at
their last addresses as they shall appear in the Note Register. If the
acceptance of appointment is substantially contemporaneous with the resignation,
then the notice called for by the preceding sentence may be combined with the
notice called for by Section 7.10. If the Company fails to mail such notice
within ten days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Company.



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Merger, Conversion, Consolidation or Succession to Business of Trustee. Any
corporation or banking association into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation or banking
association resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation or banking association succeeding
to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder; provided that such corporation
or banking association shall be qualified under the provisions of
Section 7.08 and eligible under the provisions of Section 7.09,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding. In
case at the time such successor to the Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor Trustee or Authenticating Agent and deliver
such Notes so authenticated; and, in case at that time any of the Notes shall
not have been authenticated, any successor to the Trustee or any Authenticating
Agent appointed by such successor Trustee may authenticate such Notes either in
the name of any predecessor hereunder or in the name of the successor Trustee;
and in all such cases such certificate shall have the full force and effect that
this Indenture provides for the certificate of authentication of the Trustee;
provided that the right to adopt the certificate of authentication of any
predecessor Trustee or to authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

Section 7.13 .
Preferential Collection of Claims Against the Company.If and when the
Trustee shall be or become a creditor of the Company (or any other obligor upon
the Notes), the Trustee shall be subject to the provisions of the TIA regarding
the collection of the claims against the Company (or any such other obligor).

Section 7.14 .
Reports By The Trustee.(a) Within sixty (60) days after
May 15 of each year commencing with the year 2005, the Trustee shall
transmit to Holders and other persons such reports dated as of May 15 of
the year in which such reports are made concerning the Trustee and its actions
under this Indenture as may be required pursuant to the TIA.

(b) A copy of each
such report shall, at the time of such transmission to Noteholders, be furnished
to the Company and be filed by the Trustee with each stock exchange upon which
the Notes are listed and also with the SEC. The Company agrees to notify the
Trustee when and as the Notes become admitted to trading on any national
securities exchange or become delisted therefrom.

Section 7.15 .
Trustee to Give Notice of Default, But May Withhold in Certain
Circumstances. The Trustee shall transmit to the Noteholders, as the names
and addresses of such Holders appear on the Note Register, notice by mail of all
Events of Defaults which have occurred, such notice to be transmitted within
90 days after the occurrence thereof, unless such defaults shall have been
cured before the giving of such notice; provided that, except in the case of an
Event of Default in the payment of the principal of, premium, if any, or
interest (including Liquidated Damages, if any) on any of the Notes when due or
in the payment of any repurchase obligation, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the best interests of the Noteholders.



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Discharge Of Indenture

Section 8.01 .
Discharge Of Indenture.When all outstanding Notes will become due and
payable within one year of their Stated Maturity and the Company has deposited
with the Trustee cash sufficient to pay and discharge all outstanding Notes on
the date of their Stated Maturity, then the Company may discharge its
obligations under this Indenture while Notes remain outstanding; provided that
provisions of Section 2.04, Section 2.05, Section 2.06,
Section 2.07, Section 2.08, Section 4.01, Section 4.05,
Section 7.06, Article 10 and this Article 8 shall survive until
the Notes have been paid in full. The Trustee shall join in the execution of a
document prepared by the Company acknowledging satisfaction and discharge of
this Indenture on demand of the Company accompanied by an Officers Certificate
and Opinion of Counsel as required by Section 12.04 and at the cost and
expense of the Company; the Company, however, hereby agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred by
the Trustee and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Notes. The Company will remain obligated to issue shares of its Common Stock
upon conversion of the Notes until such maturity as described under
Article 10.

Section 8.02 .
[intentionally Omitted].

Section 8.03 .
Paying Agent to Repay Monies Held.Upon the discharge of this Indenture, all
monies then held by any Paying Agent of the Notes (other than the Trustee)
shall, upon written request of the Company, be repaid to it or paid to the
Trustee, and thereupon such Paying Agent shall be released from all further
liability with respect to such monies.

Section 8.04 .
Return Of Unclaimed Monies.Subject to the requirements of applicable law,
any monies deposited with or paid to the Trustee or the Paying Agent for payment
of the principal of, premium, if any, or interest on Notes and not applied but
remaining unclaimed by the holders of Notes for two years after the date upon
which the principal of, premium, if any, or interest on such Notes, as the case
may be, shall have become due and payable, shall be repaid to the Company by the
Trustee or the Paying Agent on written demand and all liability of the Trustee
or the Paying Agent shall thereupon cease with respect to such monies; and the
holder of any of the Notes shall thereafter look only to the Company for any
payment that such holder may be entitled to collect unless an applicable
abandoned property law designates another Person.



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Supplemental Indentures

Section 9.01 .
Without Consent Of Holders.The Company and the Trustee may, from time to
time and at any time, enter into an indenture or indentures supplemental hereto
without the consent of any Noteholder for one or more of the following purposes:

(a) adding to the
Companys covenants for the benefit of the Holders;

(b) surrendering any
right or power conferred upon the Company, including, without limitation, the
right to pay the Purchase Price upon Change of Control and/or Make-Whole Premium
in shares of the Companys Common Stock;

(c) providing for
the assumption of the Companys obligations to the Holders in the case of a
merger, consolidation, conveyance, transfer or lease in accordance with
Article 5;

(d) increasing the
Conversion Rate or reducing the Conversion Price; provided that the increase or
reduction will not adversely affect the interests of Holders in any material
respect;

(e) complying with
the requirements of the SEC in order to effect or maintain the qualification of
this Indenture under the TIA;

(f) making any
changes or modifications to this Indenture necessary in connection with the
registration of the Notes under the Securities Act as contemplated by the
Registration Rights Agreement; provided that this action does not adversely
affect the interests of the Holders in any material respect;

(g) curing any
ambiguity or correcting or supplementing any defective provision contained in
this Indenture; provided that such modification or amendment does not adversely
affect the interests of the Holders in any material respect; provided, however,
that any change to conform this Indenture to the Description of the Notes
contained in the Private Placement Memorandum shall be deemed not to adversely
affect the interests of the Holders of the Notes in any material respect;

(h) adding or
modifying any other provisions which the Company and the Trustee may deem
necessary or desirable and which will not adversely affect the interests of the
Holders in any material respect;

(i) complying with
the requirements regarding merger or transfer of assets; or



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uncertificated Notes in addition to the certificated Notes so long as such
uncertificated Notes are in registered form for purpose of the Internal Revenue
Code of 1986, as amended.

Notwithstanding any other provision of the
Indenture or the Notes, the Registration Rights Agreement and the obligation to
pay Liquidated Damages thereunder may be amended, modified or waived in
accordance with the provisions of the Registration Rights Agreement.

Section 9.02 .
With Consent Of Holders.With the written consent of the Holders of at least
a majority in aggregate principal amount of the Notes at the time outstanding,
the Company and the Trustee may, from time to time and at any time, enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or change in any manner or eliminating any of the provisions of
this Indenture or any supplemental indenture or of modifying in any manner the
rights of the Holders of the Notes. However, without the consent of each
Noteholder so affected, a supplemental indenture may not:

(a) change the
payment date of the principal of or any installment of interest on any Note
(including any payment of Liquidated Damages or Make-Whole Premium);

(b) reduce the
principal amount of, or any premium (including Make-Whole Premium) or interest
on (including any payment of Liquidated Damages), any Note;

(c) change the
currency of payment of such Note or interest thereon;

(d) impair the right
to institute suit for the enforcement of any payment on or with respect to any
Note;

(e) modify the
Companys obligations to maintain an office or agency in New York City;

(f) except as
otherwise permitted or contemplated by provisions concerning corporate
reorganizations, adversely affect the repurchase option of Holders upon a Change
of Control or the conversion rights of Holders; or

(g) reduce the
percentage in aggregate principal amount of Notes outstanding necessary to
modify or amend this Indenture or to waive any past Event of Default.

It shall not be necessary
for the consent of the Holders under this Section 9.02 to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such consent approves the substance thereof.

After a supplemental
indenture under this Section 9.02 becomes effective, the Company shall mail
to each Holder a notice briefly describing the supplemental indenture.



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Compliance with Trust Indenture Act. Every supplemental indenture executed
pursuant to this Article shall comply with the TIA; providedthat this
Section 9.03 shall not require such supplemental indenture or the Trustee
to be qualified under the TIA prior to the time such qualification is in fact
required under the terms of the TIA or the Indenture has been qualified under
the TIA, nor shall it constitute any admission or acknowledgment by any party to
such supplemental indenture that any such qualification is required prior to the
time such qualification is in fact required under the terms of the TIA or the
Indenture has been qualified under the TIA.

Section 9.04 .
Revocation and Effect of Consents, Waivers and Actions.Until a supplemental
indenture, waiver or other action by Holders becomes effective, a consent
thereto by a Holder of a Note hereunder is a continuing consent by the Holder
and every subsequent Holder of that Note or portion of the Note that evidences
the same obligation as the consenting Holders Note, even if notation of the
consent, waiver or action is not made on the Note. However, any such Holder or
subsequent Holder may revoke the consent, waiver or action as to such Holders
Note or portion of the Note if the Trustee receives the notice of revocation
before the date the supplemental indenture, waiver or action becomes effective.
After a supplemental indenture, waiver or action becomes effective, it shall
bind every Noteholder.

Section 9.05 .
Notation on or Exchange of Notes.Notes authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Notes so modified as to conform, in the opinion
of the Trustee and the Board of Directors, to any such supplemental indenture
may be prepared and executed by the Company and authenticated and delivered by
the Trustee or an Authenticating Agent in exchange for outstanding Notes.

Section 9.06 .
Trustee to Sign Supplemental Indentures.The Trustee shall sign any
supplemental indenture authorized pursuant to this Article 9 if the
amendment contained therein does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign such supplemental indenture. In signing such supplemental indenture
the Trustee shall be provided with, and (subject to the provisions of
Section 7.01) shall be fully protected in relying upon, an Officers
Certificate and an Opinion of Counsel stating that such amendment is authorized
or permitted by this Indenture.

Section 9.07 .
Effect of Supplemental Indentures.Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Notes theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.



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Conversion

Section 10.01 .
Conversion Right and Conversion Price.Subject to and upon compliance with
the provisions of this Article, at the option of the Holder thereof, any Note or
any portion of the principal amount thereof which is $1,000 or an integral
multiple of $1,000 may be converted at the principal amount thereof, or of such
portion thereof, into duly authorized, fully paid and nonassessable shares of
Common Stock, at the Conversion Rate, determined as hereinafter provided, in
effect at the time of conversion. Such conversion right shall expire at the
close of business on the final maturity date of the Notes.

In the case of a Change
of Control for which the Holder exercises its repurchase right with respect to a
Note or portion thereof, such conversion right in respect of the Note or portion
thereof shall expire at the close of business on the Business Day immediately
preceding the Change of Control Purchase Date.

The rate at which shares
of Common Stock shall be delivered upon conversion per $1,000 principal amount
of Notes (the "Conversion Rate") shall be initially equal to 199.2032,
which is equal to an initial Conversion Price of approximately $5.02. The
Conversion Rate and the Conversion Price shall be adjusted in certain instances
as provided in paragraphs (a), (b), (c), (d), (e), (f), (h) and (i) of
Section 10.04 hereof.

If a Holder converts some
or all of its Notes when there exists an Event (as defined in the Registration
Rights Agreement), such Holder shall receive additional shares of Common Stock
upon conversion equal to 3% of the applicable Conversion Rate for each $1,000
principal amount of Notes.

Section 10.02 .
Exercise of Conversion Right.To exercise the conversion right, the Holder
of any Note to be converted shall surrender such Note duly endorsed or assigned
to the Company or in blank, at the office of any Conversion Agent, accompanied
by a duly signed conversion notice substantially in the form attached to the
Note to the Company stating that the Holder elects to convert such Note or, if
less than the entire principal amount thereof is to be converted, the portion
thereof to be converted.

Notes surrendered for
conversion during the period from the close of business on any Regular Record
Date to the opening of business on the next succeeding Interest Payment Date
shall be accompanied by payment in New York Clearing House funds or other funds
acceptable to the Company of an amount equal to the interest to be received on
such Interest Payment Date on the principal amount of Notes being surrendered
for conversion.

Notes shall be deemed to
have been converted immediately prior to the close of business on the day of
surrender of such Notes for conversion in accordance with the foregoing
provisions, and at such time the rights of the Holders of such Notes as Holders
shall cease, and the Person or Persons entitled to receive the Common Stock
issuable upon conversion shall be treated for all purposes as the record holder
or holders of such Common Stock at such time. As promptly as practicable on or
after the conversion date, the Company shall cause to be issued and delivered to
such Conversion Agent a certificate or certificates for the number of full
shares of Common Stock issuable upon conversion, together with payment in lieu
of any fraction of a share as provided in Section 10.03 hereof.



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which is converted in part only, upon such conversion the Company shall execute
and the Trustee or an Authenticating Agent shall authenticate and deliver to the
Holder thereof, at the expense of the Company, a new Note or Notes of authorized
denominations in aggregate principal amount equal to the unconverted portion of
the principal amount of such Notes.

If shares of Common Stock
to be issued upon conversion of a Note that is a Restricted Security (a
"Restricted Note"), or securities to be issued upon conversion of a
Restricted Note in part only, are to be registered in a name other than that of
the Holder of such Restricted Note, such Holder must deliver to the Conversion
Agent a certificate in substantially the form of Exhibit B-1 hereto, dated
the date of surrender of such Restricted Note and signed by such Holder, as to
compliance with the restrictions on transfer applicable to such Restricted Note.
Neither the Trustee nor any Conversion Agent, Note Registrar or transfer agent
shall be required to register in a name other than that of the Holder of Notes
or shares of Common Stock issued upon conversion of any such Restricted Note not
so accompanied by a properly completed certificate.

Section 10.03 .
Fractions of Shares.No fractional shares of Common Stock shall be issued
upon conversion of any Note or Notes. If more than one Note shall be surrendered
for conversion at one time by the same Holder, the number of full shares which
shall be issued upon conversion thereof shall be computed on the basis of the
aggregate principal amount of the Notes (or specified portions thereof) so
surrendered. Instead of any fractional share of Common Stock which would
otherwise be issued upon conversion of any Note or Notes (or specified portions
thereof), the Company shall pay a cash adjustment in respect of such fraction
(calculated to the nearest one-100th of a share) in an amount equal to the same
fraction of the quoted price of the Common Stock as of the Trading Day preceding
the date of conversion.

Section 10.04 .
Adjustment of Conversion Rate.The Conversion Rate shall be subject to
adjustments, calculated by the Company, from time to time as follows:

(a) In case the
Company shall hereafter pay a dividend or make a distribution to all holders of
the outstanding Common Stock in shares of Common Stock, the Conversion Rate in
effect at the opening of business on the date following the date fixed for the
determination of stockholders entitled to receive such dividend or other
distribution shall be increased by dividing such Conversion Rate by a fraction:

(1) the numerator of which shall be the number of shares of
Common Stock outstanding at the close of business on the Record Date (as defined
in Section 10.04(g)) fixed for such determination, and



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(2) the denominator of which shall be the sum of such number of
shares and the total number of shares constituting such dividend or other
distribution.

Such increase shall become effective
immediately after the opening of business on the day following the Record Date.
For the purpose of this paragraph (a), the number of shares of Common Stock at
any time outstanding shall not include shares held in the treasury of the
Company. The Company will not pay any dividend or make any distribution on
shares of Common Stock held in the treasury of the Company. If any dividend or
distribution of the type described in this Section 10.04(a) is declared but not
so paid or made, the Conversion Rate shall again be adjusted to the Conversion
Rate which would then be in effect if such dividend or distribution had not been
declared.

(b) In case the
outstanding shares of Common Stock shall be subdivided into a greater number of
shares of Common Stock, the Conversion Rate in effect at the opening of business
on the day following the day upon which such subdivision becomes effective shall
be proportionately increased, and conversely, in case outstanding shares of Common
Stock shall be combined into a smaller number of shares of Common Stock, the
Conversion Rate in effect at the opening of business on the day following the
day upon which such combination becomes effective shall be proportionately
reduced, such increase or reduction, as the case may be, to become effective
immediately after the opening of business on the day following the day upon
which such subdivision or combination becomes effective.

(c) In case the
Company shall issue rights or warrants to all holders of its outstanding shares
of Common Stock entitling them (for a period expiring within forty-five
(45) days after the date fixed for determination of stockholders entitled
to receive such rights or warrants) to subscribe for or purchase shares of
Common Stock at a price per share less than the Closing Price on the Trading Day
immediately preceding the time of announcement of such issuance ("Market
Price"), the Conversion Rate shall be adjusted by dividing the Conversion
Rate in effect immediately prior to such Record Date by a fraction:

(1) the numerator of which shall be the number of shares of
Common Stock outstanding at the close of business on the Record Date plus the
number of shares which the aggregate offering price of the total number of
shares so offered for subscription or purchase (or the aggregate conversion
price of the convertible securities so offered) would purchase at such Market
Price, and

(2) the denominator of which shall be the number of shares of
Common Stock outstanding on the close of business on the Record Date plus the
total number of additional shares of Common Stock so offered for subscription or
purchase (or into which the convertible securities so offered are convertible).

Such adjustment shall become effective
immediately after the opening of business on the day following the Record Date
fixed for determination of stockholders entitled to receive such rights or
warrants. To the extent that shares of Common Stock (or securities convertible
into Common Stock) are not delivered pursuant to such rights or warrants, upon
the expiration or termination of such rights or warrants the Conversion Rate
shall be readjusted to the Conversion Rate which would then be in effect had the
adjustments made upon the issuance of such rights or warrants been made on the
basis of the delivery of only the number of shares of Common Stock (or
securities convertible into Common Stock) actually delivered. In the event that
such rights or warrants are not so issued, the Conversion Rate shall again be
adjusted to be the Conversion Rate which would then be in effect if such Record
Date had not been fixed. In determining whether any rights or warrants entitle
the holders to subscribe for or purchase shares of Common Stock at less than
such Market Price, and in determining the aggregate offering price of such
shares of Common Stock, there shall be taken into account any consideration
received for such rights or warrants and any amount payable on exercise or
conversion thereof, the value of such consideration if other than cash, to be
determined by the Board of Directors.



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Company shall, by dividend or otherwise, distribute to all holders of its Common
Stock shares of any class of Capital Stock of the Company (other than any
dividends or distributions to which Section 10.04(a) applies) or evidences
of its indebtedness, cash or other assets, including securities, but excluding
(1) any rights or warrants referred to in Section 10.04(c), (2) any
stock, securities or other property or assets (including cash) distributed in
connection with a reclassification, change, merger, consolidation, statutory
share exchange, combination, sale or conveyance to which Section 10.11
hereof applies and (3) dividends and distributions paid exclusively in cash
(the securities described in foregoing clauses (1), (2) and
(3) hereinafter in this Section 10.04(d) called the "excluded
securities"), then, in each such case (unless the Company elects to reserve
such securities for distribution to the Noteholders upon the conversion of the
Notes so that any such Holder converting Notes will receive upon such
conversion, in addition to the shares of Common Stock to which such Holder is
entitled, the amount and kind of such securities which such Holder would have
received if such Holder had converted its Notes into Common Stock immediately
prior to the Record Date), subject to the second succeeding paragraph of this
Section 10.04(d), the Conversion Rate shall be adjusted by
dividing the
Conversion Rate in effect immediately prior to the close of business on the
Record Date (as defined in Section 10.04(g)) with respect to such distribution
by a fraction:

(1) the numerator of which shall be the Current Market Price
(determined as provided in Section 10.04(g)) on such Record Date less the
fair market value (as determined by the Board of Directors, whose determination
shall be conclusive and set forth in a Board Resolution) on such Record Date of
the portion of the securities so distributed (other than excluded securities)
applicable to one share of Common Stock (determined on the basis of the number
of shares of the Common Stock outstanding on the Record Date), and

(2) the denominator
of which shall be such Current Market Price.

Such adjustment shall become effective
immediately prior to the opening of business on the day following the Record
Date. However, in the event that the then fair market value (as so determined)
of the portion of the securities so distributed (other than excluded securities)
applicable to one share of Common Stock is equal to or greater than the Current
Market Price on the Record Date, in lieu of the foregoing adjustment, adequate
provision shall be made so that each Holder shall have the right to receive upon
conversion of a Note (or any portion thereof) the amount of securities so
distributed (other than excluded securities) such Holder would have received had
such Holder converted such Note (or portion thereof) immediately prior to such
Record Date. In the event that such dividend or distribution is not so paid or
made, the Conversion Rate shall again be adjusted to be the Conversion Rate
which would then be in effect if such dividend or distribution had not been
declared.



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determines the fair market value of any distribution for purposes of this
Section 10.04(d) by reference to the actual or when issued trading market
for any securities comprising all or part of such distribution (other than
excluded securities), it must in doing so consider the prices in such market
over the same period (the "Reference Period") used in computing the
Current Market Price pursuant to Section 10.04(g) to the extent possible,
unless the Board of Directors in a Board Resolution determines in good faith
that determining the fair market value during the Reference Period would not be
in the best interest of the Holder.

Rights or warrants
distributed by the Company to all holders of Common Stock entitling the holders
thereof to subscribe for or purchase shares of the Companys Capital Stock
(either initially or under certain circumstances), which rights or warrants,
until the occurrence of a specified event or events ("Trigger Event"):

(i) are deemed to
be transferred with such shares of Common Stock;

(ii) are not
exercisable; and

(iii) are also
issued in respect of future issuances of Common Stock,

shall be deemed not to have been
distributed for purposes of this Section 10.04(d) (and no adjustment to the
Conversion Rate under this Section 10.04(d) will be required) until the
occurrence of the earliest Trigger Event. If such right or warrant is subject to
subsequent events, upon the occurrence of which such right or warrant shall
become exercisable to purchase different securities, evidences of indebtedness
or other assets or entitle the holder to purchase a different number or amount
of the foregoing or to purchase any of the foregoing at a different purchase
price, then the occurrence of each such event shall be deemed to be the date of
issuance and Record Date with respect to a new right or warrant (and a
termination or expiration of the existing right or warrant without exercise by
the holder thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the
type described in the preceding sentence) with respect thereto, that resulted in
an adjustment to the Conversion Rate under this Section 10.04(d):

(1) in the case of any such rights or warrants which shall all
have been redeemed or repurchased without exercise by any holders thereof, the
Conversion Rate shall be readjusted upon such final redemption or repurchase to
give effect to such distribution or Trigger Event, as the case may be, as though
it were a cash distribution, to give equal to the per share redemption or
repurchase price received by a holder of Common Stock with respect to such
rights or warrant (assuming such holder had retained such rights or warrants),
made to all holders of Common Stock as of the date of such redemption or
repurchase, and

(2) in the case of such rights or warrants all of which shall
have expired or been terminated without exercise, the Conversion Rate shall be
readjusted as if such rights and warrants had never been issued.

No adjustment of the Conversion Rate shall
be made pursuant to this Section 10.04(d) in respect of rights or warrants
distributed or deemed distributed on any Trigger Event to the extent that such
rights or warrants are actually distributed, or reserved by the Company for
distribution to holders of Notes upon conversion by such holders of Notes to
Common Stock.

For purposes of this
Section 10.04(d) and Sections 10.04(a), 10.04(b) and 10.04(c), any
dividend or distribution to which this Section 10.04(d) is applicable that
also includes shares of Common Stock, a subdivision or combination of Common
Stock to which Section 10.04(b) applies, or rights or warrants to subscribe
for or purchase shares of Common Stock to which Section 10.04(c) applies
(or any combination thereof), shall be deemed instead to be:

(1) a dividend or distribution of the evidences of indebtedness,
assets, shares of Capital Stock, rights or warrants other than such shares of
Common Stock, such subdivision or combination or such rights or warrants to
which Sections 10.04(a), 10.04(b) and 10.04(c) apply, respectively (and any
Conversion Rate increase required by this Section 10.04(d) with respect to
such dividend or distribution shall then be made), immediately followed by

(2) a dividend or distribution of such shares of Common Stock,
such subdivision or combination or such rights or warrants (and any further
Conversion Rate increase required by Sections 10.04(a), 10.04(b) and
10.04(c) with respect to such dividend or distribution shall then be made),
except:

(A) the Record Date of such dividend or distribution shall be
substituted as (x) "the date fixed for the determination of stockholders
entitled to receive such dividend or other distribution", "Record Date
fixed for such determinations" and "Record Date" within the meaning
of Section 10.04(a), (y) "the day upon which such subdivision becomes
effective" and "the day upon which such combination becomes
effective" within the meaning of Section 10.04(b), and (z) as
"the date fixed for the determination of stockholders entitled to receive
such rights or warrants", "the Record Date fixed for the determination of
the stockholders entitled to receive such rights or warrants" and such
"Record Date" within the meaning of Section 10.04(c), and



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(B) any shares of Common Stock included in such dividend or
distribution shall not be deemed "outstanding at the close of business on the
date fixed for such determination" within the meaning of
Section 10.04(a) and any reduction or increase in the number of shares of
Common Stock resulting from such subdivision or combination shall be disregarded
in connection with such dividend or distribution.

(e) In case the
Company shall, by dividend or otherwise, distribute to all holders of its Common
Stock cash (excluding any cash that is distributed upon a reclassification,
change, merger, consolidation, statutory share exchange, combination, sale or
conveyance to which Section 10.11 hereof applies or as part of a
distribution referred to in Section 10.04(d) hereof), then and in each such
case, immediately after the close of business on such date, the Conversion Rate
shall be increased by dividing the Conversion Rate in effect immediately
prior to the close of business on such Record Date by a fraction:

(i) the numerator of which shall be equal to the Current Market
Price on the Record Date less an amount equal to the quotient of (x) such
amount distributed to all holders of its Common Stock and (y) the number of
shares of Common Stock outstanding on the Record Date, and

(ii) the
denominator of which shall be equal to the Current Market Price on such date.

However, in the event that the then fair
market value (as so determined) of the portion of the securities so distributed
(other than excluded securities) applicable to one share of Common Stock is
equal to or greater than the Current Market Price on the Record Date, in lieu of
the foregoing adjustment, adequate provision shall be made so that each Holder
shall have the right to receive upon conversion of a Note (or any portion
thereof) the amount of cash such Holder would have received had such Holder
converted such Note (or portion thereof) immediately prior to such Record Date.
In the event that such dividend or distribution is not so paid or made, the
Conversion Rate shall again be adjusted to be the Conversion Rate which would
then be in effect if such dividend or distribution had not been declared.

(f) In case a tender
offer made by the Company or any of its Subsidiaries for all or any portion of
the Common Stock shall expire and such tender offer (as amended upon the
expiration thereof) shall require the payment to stockholders (based on the
acceptance (up to any maximum specified in the terms of the tender offer) of
Purchased Shares (as defined below)) of an aggregate consideration having a fair
market value (as determined by the Board of Directors, whose determination shall
be conclusive and set forth in a Board Resolution) that combined together with
the aggregate of the cash plus the fair market value (as determined by the Board
of Directors, whose determination shall be conclusive and set forth in a Board
Resolution), as of the expiration of such tender offer, of other consideration
payable in respect of any other tender offers, by the Company or any of its
Subsidiaries for all or any portion of the Common Stock expiring within the
12 months preceding the expiration of such tender offer and in respect of
which no adjustment pursuant to this Section 10.04(f) has been made exceeds
10% of the product of the Current Market Price (determined as provided in
Section 10.04(g)) as of the last time (the "Expiration Time")
tenders could have been made pursuant to such tender offer (as it may be
amended) times the number of shares of Common Stock outstanding (including any
tendered shares) on the Expiration Time, then, and in each such case,
immediately prior to the opening of business on the day after the date of the
Expiration Time, the Conversion Rate shall be adjusted by dividing the
Conversion Rate in effect immediately prior to close of business on the date of
the Expiration Time by a fraction:



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(i) the numerator of which shall be the number of shares of
Common Stock outstanding (including any tendered shares) at the Expiration Time
multiplied by the Current Market Price of the Common Stock on the Trading Day
next succeeding the Expiration Time, and

(ii) the denominator of which shall be the sum of (x) the
fair market value (determined as aforesaid) of the aggregate consideration
payable to stockholders based on the acceptance (up to any maximum specified in
the terms of the tender offer) of all shares validly tendered and not withdrawn
as of the Expiration Time (the shares deemed so accepted, up to any such
maximum, being referred to as the "Purchased Shares") and (y) the
product of the number of shares of Common Stock outstanding (less any Purchased
Shares) on the Expiration Time and the Current Market Price of the Common Stock
on the Trading Day next succeeding the Expiration Time.

Such increase (if any) shall become
effective immediately prior to the opening of business on the day following the
Expiration Time. In the event that the Company or any such Subsidiary, as the
case may be, is obligated to purchase shares pursuant to any such tender offer,
but the Company or any such Subsidiary, as the case may be, is permanently
prevented by applicable law from effecting any such purchases or all such
purchases are rescinded, the Conversion Rate shall again be adjusted to be the
Conversion Rate which would then be in effect if such tender offer had not been
made. If the application of this Section 10.04(f) to any tender offer would
result in a reduction in the Conversion Rate, no adjustment shall be made for
such tender offer under this Section 10.04(f).

(g) For purposes of
this Section 10.04, the following terms shall have the meanings indicated:

(1)
"Current Market Price" shall mean the average of the daily Closing Prices
per share of Common Stock for the ten consecutive Trading Days immediately prior
to the date in question; provided, however, that if:

(i) the "ex" date (as hereinafter defined) for any event
(other than the issuance or distribution requiring such computation) that
requires an adjustment to the Conversion Rate pursuant to Section 10.04(a),
(b), (c), (d), (e) or (f) occurs during such ten consecutive Trading
Days, the Closing Price for each Trading Day prior to the "ex" date for
such other event shall be adjusted by multiplying such Closing Price by the same
fraction by which the Conversion Rate is so required to be adjusted as a result
of such other event;



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(ii) the "ex" date for any event (other than the issuance
or distribution requiring such computation) that requires an adjustment to the
Conversion Rate pursuant to Section 10.04(a), (b), (c), (d), (e) or
(f) occurs on or after the "ex" date for the issuance or
distribution requiring such computation and prior to the day in question, the
Closing Price for each Trading Day on and after the "ex" date for such
other event shall be adjusted by multiplying such Closing Price by the
reciprocal of the fraction by which the Conversion Rate is so required to be
adjusted as a result of such other event; and

(iii) the "ex" date for the issuance or distribution
requiring such computation is prior to the day in question, after taking into
account any adjustment required pursuant to clause (i)or (ii) of this
proviso, the Closing Price for each Trading Day on or after such "ex"
date shall be adjusted by adding thereto the amount of any cash and the fair
market value (as determined by the Board of Directors in a manner consistent
with any determination of such value for purposes of Section 10.04(d) or
(f), whose determination shall be conclusive and set forth in a Board
Resolution) of the evidences of indebtedness,  shares of Capital Stock or
assets being distributed applicable to one share of Common Stock as of the close
of business on the day before such "ex" date.

For purposes of any
computation under Section 10.04(f), the Current Market Price of the Common
Stock on any date shall be deemed to be the average of the daily Closing Prices
per share of Common Stock for such day and the next two succeeding Trading Days;
provided, however, that if the "ex" date for any event (other than the
tender offer requiring such computation) that requires an adjustment to the
Conversion Rate pursuant to Section 10.04(a), (b), (c), (d), (e) or
(f) occurs on or after the Expiration Time for the tender offer requiring
such computation and prior to the day in question, the Closing Price for each
Trading Day on and after the "ex" date for such other event shall be
adjusted by dividing such Closing Price by the reciprocal of the fraction by
which the Conversion Rate is so required to be adjusted as a result of such
other event. For purposes of this paragraph, the term "ex" date, when
used:

(A) with respect to any issuance or distribution, means the
first date on which the Common Stock trades regular way on the relevant exchange
or in the relevant market from which the Closing Price was obtained without the
right to receive such issuance or distribution;

(B) with respect to any subdivision or combination of shares of
Common Stock, means the first date on which the Common Stock trades regular way
on such exchange or in such market after the time at which such subdivision or
combination becomes effective, and



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(C) with respect to any tender offer, means the first date on
which the Common Stock trades regular way on such exchange or in such market
after the Expiration Time of such offer.

Notwithstanding the foregoing, whenever
successive adjustments to the Conversion Rate are called for pursuant to this
Section 10.04, such adjustments shall be made to the Current Market Price
as may be necessary or appropriate to effectuate the intent of this
Section 10.04 and to avoid unjust or inequitable results as determined in
good faith by the Board of Directors.

(2)
"fair market value" shall mean the amount which a willing buyer would pay
a willing seller in an arms length transaction.

(3)
"Record Date" shall mean, with respect to any dividend, distribution or
other transaction or event in which the holders of Common Stock have the right
to receive any cash, securities or other property or in which the Common Stock
(or other applicable security) is exchanged for or converted into any
combination of cash, securities or other property, the date fixed for
determination of stockholders entitled to receive such cash, securities or other
property (whether such date is fixed by the Board of Directors or by statute,
contract or otherwise).

(h) The Company may
make such increases in the Conversion Rate, in addition to those required by
Section 10.04(a), (b), (c), (d), (e) or (f), as the Board of Directors
considers to be advisable to avoid or diminish any income tax to holders of
Common Stock or rights to purchase Common Stock resulting from any dividend or
distribution of stock (or rights to acquire stock) or from any event treated as
such for income tax purposes.

To the extent permitted
by applicable law, the Company from time to time may increase the Conversion
Rate by any amount for any period of time if the period is at least 20 days
and the increase is irrevocable during the period and the Board of Directors
determines in good faith that such increase would be in the best interests of
the Company, which determination shall be conclusive and set forth in a Board
Resolution. Whenever the Conversion Rate is increased pursuant to the preceding
sentence, the Company shall mail to the Trustee and each Holder at the address
of such Holder as it appears in the Note Register a notice of the increase at
least 15 days prior to the date the increased Conversion Rate takes effect,
and such notice shall state the increased Conversion Rate and the period during
which it will be in effect.

(i) No adjustment to
the Conversion Rate shall be required unless such adjustment would require an
increase or decrease of at least 1% in such rate; provided, however,that
any adjustments which by reason of this Section 10.04(i) are not required
to be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Article 10 shall be made by the
Company and shall be made to the nearest one hundredth of a cent or to the
nearest one hundredth of a share, as the case may be. No adjustment need be made
for a change in the par value or no par value of the Common Stock.



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which this Section 10.04 provides that an adjustment shall become effective
immediately after a Record Date for an event, the Company may defer until the
occurrence of such event (i) issuing to the Holder of any Note converted
after such Record Date and before the occurrence of such event the additional
shares of Common Stock issuable upon such conversion by reason of the adjustment
required by such event over and above the Common Stock issuable upon such
conversion before giving effect to such adjustment and (ii) paying to such
holder any amount in cash in lieu of any fraction pursuant to Section 10.03
hereof.

(k) For purposes of
this Section 10.04, the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but
shall include shares issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock. The Company will not pay any dividend or
make any distribution on shares of Common Stock held in the treasury of the
Company.

Section 10.05 .
Notice of Adjustments of Conversion Rate.Whenever the Conversion Rate is
adjusted as herein provided (other than in the case of an adjustment pursuant to
the second paragraph of Section 10.04(h) for which the notice required by
such paragraph has been provided), the Company shall promptly file with the
Trustee and any Conversion Agent other than the Trustee an Officers Certificate
setting forth the adjusted Conversion Rate and showing in reasonable detail the
facts upon which such adjustment is based. Promptly after delivery of such
Officers Certificate, the Company shall prepare a notice stating that the
Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate
and the date on which each adjustment becomes effective, and shall mail such
notice to each Holder at the address of such Holder as it appears in the Note
Register within 20 days of the effective date of such adjustment. Failure
to deliver such notice shall not effect the legality or validity of any such
adjustment.

Section 10.06 .
Notice Prior to Certain Actions.In case at any time after the date hereof:

(1) the Company shall declare a dividend (or any other
distribution) on its Common Stock payable otherwise than in cash out of its
capital surplus or its consolidated retained earnings;

(2) the Company shall authorize the granting to the holders of
its Common Stock of rights or warrants to subscribe for or purchase any shares
of Capital Stock of any class (or of securities convertible into shares of
Capital Stock of any class) or of any other rights;

(3) there shall occur any reclassification of the Common Stock
of the Company (other than a subdivision or combination of its outstanding
Common Stock, a change in par value, a change from par value to no par value or
a change from no par value to par value), or any merger, consolidation,
statutory share exchange or combination to which the Company is a party and for
which approval of any shareholders of the Company is required, or the sale,
transfer or conveyance of all or substantially all of the assets of the Company;
or



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(4) there shall occur the voluntary or involuntary dissolution,
liquidation or winding up of the Company;

the Company shall cause to be filed at
each office or agency maintained for the purpose of conversion of Notes pursuant
to Section 4.03 hereof, and shall cause to be provided to the Trustee and
all Holders in accordance with Section 12.02 hereof, at least 20 days
(or 10 days in any case specified in clause (1) or (2) above)
prior to the applicable record or effective date hereinafter specified, a notice
stating:

(A) the date on which a record is to be taken for the purpose of
such dividend, distribution, rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution, rights or warrants are to be determined, or

(B) the date on which such reclassification, merger,
consolidation, statutory share exchange, combination, sale, transfer,
conveyance, dissolution, liquidation or winding up is expected to become
effective, and the date as of which it is expected that holders of Common Stock
of record shall be entitled to exchange their  shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
merger, consolidation, statutory share exchange, sale, transfer, dissolution,
liquidation or winding up.

Neither the failure to
give such notice nor any defect therein shall affect the legality or validity of
the proceedings or actions described in clauses (1) through (4) of
this Section 10.06.

Section 10.07 .
Company to Reserve Common Stock.The Company shall at all times reserve and
keep available, free from preemptive rights, out of its authorized but unissued
Common Stock, for the purpose of effecting the conversion of Notes, the full
number of shares of fully paid and nonassessable Common Stock then issuable upon
the conversion of all Notes outstanding.

Section 10.08 .
Taxes on Conversions.Except as provided in the next sentence, the Company
will pay any and all taxes (other than taxes on income) and duties that may be
payable in respect of the issue or delivery of shares of Common Stock on
conversion of Notes pursuant hereto. A Holder delivering a Note for conversion
shall be liable for and will be required to pay any tax or duty which may be
payable in respect of any transfer involved in the issue and delivery of shares
of Common Stock in a name other than that of the Holder of the Note or Notes to
be converted, and no such issue or delivery shall be made unless the Person
requesting such issue has paid to the Company the amount of any such tax or
duty, or has established to the satisfaction of the Company that such tax or
duty has been paid.



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Covenant as to Common Stock. The Company covenants that all shares of Common
Stock which may be issued upon conversion of Notes will upon issue be fully paid
and nonassessable and, except as provided in Section 10.08, the Company
will pay all taxes, liens and charges with respect to the issue thereof.

Section 10.10 .
Cancellation of Converted Notes.All Notes delivered for conversion shall be
delivered to the Trustee to be canceled by or at the direction of the Trustee,
which shall dispose of the same as provided in Section 2.11.

Section 10.11 .
Effect of Reclassification, Consolidation, Merger or Sale. If any of
following events occur, namely:

(1) any reclassification or change of the outstanding shares of
Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination),

(2) any merger, consolidation, statutory share exchange or
combination of the Company with another corporation as a result of which holders
of Common Stock shall be entitled to receive stock, securities or other property
or assets (including cash) with respect to or in exchange for such Common Stock
or

(3) any sale or conveyance of all or substantially all the
properties and assets of the Company to any other corporation as a result of
which holders of Common Stock shall be entitled to receive stock, securities or
other property or assets (including cash) with respect to or in exchange for
such Common Stock,

the Company or the successor or purchasing
corporation, as the case may be, shall execute with the Trustee and the Company
a supplemental indenture (which shall comply with the TIA as in force at the
date of execution of such supplemental indenture if such supplemental indenture
is then required to so comply) providing that such Note shall be convertible
into the kind and amount of shares of stock and other securities or property or
assets (including cash) which such Holder would have been entitled to receive
upon such reclassification, change, merger, consolidation, statutory share
exchange, combination, sale or conveyance had such Notes been converted into
Common Stock immediately prior to such reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance
assuming such holder of Common Stock did not exercise its rights of election, if
any, as to the kind or amount of securities, cash or other property receivable
upon such reclassification, change, merger, consolidation, statutory share
exchange, combination, sale or conveyance (provided that, if the kind or amount
of securities, cash or other property receivable upon such reclassification,
change, merger, consolidation, statutory share exchange, combination, sale or
conveyance is not the same for each share of Common Stock in respect of which
such rights of election shall not have been exercised ("Non-Electing
Share"), then for the purposes of this Section 10.11 the kind and
amount of securities, cash or other property receivable upon such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance for each Non-Electing Share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
Non-Electing Shares). Such supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 10. If, in the case of any such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance, the stock or other securities and assets
receivable thereupon by a holder of shares of Common Stock includes shares of
stock or other securities and assets of a corporation other than the successor
or purchasing corporation, as the case may be, in such reclassification, change,
merger, consolidation, statutory share exchange, combination, sale or
conveyance, then such supplemental indenture shall also be executed by such
other corporation and shall contain such additional provisions to protect the
interests of the Holders of the Notes as the Board of Directors shall reasonably
consider necessary by reason of the foregoing, including to the extent
practicable the provisions providing for the repurchase rights set forth in
Section 3.05 hereof.



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notice of the execution of such supplemental indenture to be mailed to each
Holder, at the address of such Holder as it appears on the Note Register, within
20 days after execution thereof. Failure to deliver such notice shall not
affect the legality or validity of such supplemental indenture.

The above provisions of
this Section 10.11 shall similarly apply to successive reclassifications,
mergers, consolidations, statutory share exchanges, combinations, sales and
conveyances.

If this
Section 10.11 applies to any event or occurrence, Section 10.04 hereof
shall not apply.

Section 10.12 .
Responsibility of Trustee for Conversion Provisions.The Trustee, subject to
the provisions of Section 7.01 hereof, and any Conversion Agent shall not
at any time be under any duty or responsibility to any Holder of Notes to
determine whether any facts exist which may require any adjustment of the
Conversion Rate, or with respect to the nature or intent of any such adjustments
when made, or with respect to the method employed, or herein or in any
supplemental indenture provided to be employed, in making the same. Neither the
Trustee, subject to the provisions of Section 7.01 hereof, nor any
Conversion Agent shall be accountable with respect to the validity or value (of
the kind or amount) of any Common Stock, or of any other securities or property,
which may at any time be issued or delivered upon the conversion of any Note;
and it or they do not make any representation with respect thereto. Neither the
Trustee, subject to the provisions of Section 7.01 hereof, nor any
Conversion Agent shall be responsible for any failure of the Company to make any
cash payment or to issue, transfer or deliver any shares of stock or share
certificates or other securities or property upon the surrender of any Note for
the purpose of conversion; and the Trustee, subject to the provisions of
Section 7.01 hereof, and any Conversion Agent shall not be responsible or
liable for any failure of the Company to comply with any of the covenants of the
Company contained in this Article.



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Reserved

ARTICLE 12

Miscellaneous

Section 12.01 .
Trust Indenture Act Controls.This Indenture is hereby made subject to, and
shall be governed by, the provisions of the TIA required to be part of and to
govern indentures qualified under the TIA; provided, however, that, unless
otherwise required by law, notwithstanding the foregoing, this Indenture and the
Notes issued hereunder shall not be subject to the provisions of subsections
(a)(1), (a)(2), and (a)(3) of Section 314 of the TIA as now in effect or as
hereafter amended or modified; provided further that this Section 12.01
shall not require this Indenture or the Trustee to be qualified under the TIA
prior to the time such qualification is in fact required under the terms of the
TIA, nor shall it constitute any admission or acknowledgment by any party to the
Indenture that any such qualification is required prior to the time such
qualification is in fact required under the terms of the TIA. If any provision
of this Indenture limits, qualifies, or conflicts with another provision which
is required to be included in this Indenture by the TIA, the required provision
shall control.

Section 12.02 .
Notices.Any request, demand, authorization, notice, waiver, consent or
communication shall be in writing and delivered in person or mailed by
first-class mail, postage prepaid, addressed as follows or transmitted by
facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:

if to the Company:

Endeavour International
Corporation 1000 Main Street, Suite 3300 Houston, Texas 77002
Attention: General Counsel Telephone: (713) 307-8700 Facsimile:
(713) 307-8794

if to the Trustee:

Wells Fargo Bank,
National Association 1000 Louisiana Street, Suite 640 MAC T5001-061
Houston, Texas 77002 Attn: Deirdre H. Ward Telephone:
(713) 319-1658 Facsimile: (713) 650-0579



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Trustee by notice given to the other in the manner provided above may designate
additional or different addresses for subsequent notices or communications.

Any notice or
communication given to a Noteholder shall be mailed to the Noteholder, by
first-class mail, postage prepaid, at the Noteholders address as it appears on
the registration books of the Note Registrar and shall be sufficiently given if
so mailed within the time prescribed.

Failure to mail a notice
or communication to a Noteholder or any defect in it shall not affect its
sufficiency with respect to other Noteholders. If a notice or communication is
mailed in the manner provided above, it is duly given, whether or not received
by the addressee.

If the Company mails a
notice or communication to the Noteholders, it shall mail a copy to the Trustee
and each Note Registrar, Paying Agent, Conversion Agent or co-registrar.

Section 12.03 .
Communication by Holders with Other Holders.Noteholders may communicate
pursuant to Section 312(b) of the TIA with other Noteholders with respect to
their rights under this Indenture or the Notes. The Company, the Trustee, the
Note Registrar, the Paying Agent, the Conversion Agent and anyone else shall
have the protection of Section 312(c) of the TIA.

Section 12.04 .
Certificate and Opinion as to Conditions Precedent.Upon any request or
application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:

(1) an Officers Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

(2) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

Section 12.05 .
Statements Required in Certificate or Opinion.Each Officers Certificate or
Opinion of Counsel with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

(1) a statement that each person making such Officers
Certificate or Opinion of Counsel has read such covenant or condition;



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(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such Officers Certificate or Opinion of Counsel are based;

(3) a statement that, in the opinion of each such person, he has
made such examination or investigation as is necessary to enable such person to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

(4) a statement that, in the opinion of such person, such
covenant or condition has been complied with.

Section 12.06 .
Separability Clause.In case any provision in this Indenture or in the Notes
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.

Section 12.07 .
Rules by Trustee, Paying Agent, Conversion Agent and Note Registrar.The
Trustee may make reasonable rules for action by or a meeting of Noteholders. The
Note Registrar, Conversion Agent and the Paying Agent may make reasonable rules
for their functions.

Section 12.08 .
Legal Holidays.A "Legal Holiday" is any day other than a Business
Day. If any specified date (including a date for giving notice) is a Legal
Holiday, the action shall be taken on the next succeeding day that is not a
Legal Holiday, and, if the action to be taken on such date is a payment in
respect of the Notes, no interest, if any, shall accrue for the intervening
period.

Section 12.09 .
GOVERNING LAW.THIS INDENTURE AND THE NOTES WILL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 12.10 .
No Recourse Against Others.A director, officer, employee or stockholder, as
such, of the Company shall not have any liability for any obligations of the
Company under the Notes or this Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. By accepting a Note, each
Noteholder shall waive and release all such liability. The waiver and release
shall be part of the consideration for the issue of the Notes.

Section 12.11 .
Successors.All agreements of the Company in this Indenture and the Notes
shall bind its successor. All agreements of the Trustee in this Indenture shall
bind its successor.

Section 12.12 .
Benefits of Indenture.Nothing in this Indenture or in the Notes, express or
implied, shall give to any Person, other than the parties hereto, any Paying
Agent, any authenticating agent, any Note Registrar and their successors
hereunder and the holders of Notes, any benefit or any legal or equitable right,
remedy or claim under this Indenture.



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##### 

Table of Contents, Heading, Etc. The table of contents and the titles and
headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and shall
in no way modify or restrict any of the terms or provisions hereof.

Section 12.14 .
Authenticating Agent.The Trustee may appoint an authenticating agent (the
"Authenticating Agent") that shall be authorized to act on its behalf,
and subject to its direction, in the authentication and delivery of Notes in
connection with the original issuance thereof and transfers and exchanges of
Notes hereunder, including under Sections 2.03, 2.07, 2.08, 3.08 and 10.02,
as fully to all intents and purposes as though the authenticating agent had been
expressly authorized by this Indenture and those Sections to authenticate and
deliver Notes. For all purposes of this Indenture, the authentication and
delivery of Notes by the Authenticating Agent shall be deemed to be
authentication and delivery of such Notes "by the Trustee" and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent shall be deemed to satisfy any requirement hereunder or in
the Notes for the Trustees certificate of authentication. Such Authenticating
Agent shall at all times be a Person eligible to serve as trustee hereunder
pursuant to Section 7.09.

Any corporation into
which any Authenticating Agent may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, consolidation or
conversion to which any Authenticating Agent shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of any Authenticating Agent, shall be the successor of the Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section 2.14, without the execution or filing of any paper or any further
act on the part of the parties hereto or the Authenticating Agent or such
successor corporation.

Any Authenticating Agent
may at any time resign by giving written notice of resignation to the Trustee
and to the Company. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible under this Section, the Trustee
shall either promptly appoint a successor Authenticating Agent or itself assume
the duties and obligations of the former Authenticating Agent under this
Indenture and, upon such appointment of a successor Authenticating Agent, if
made, shall give written notice of such appointment of a successor
Authenticating Agent to the Company and shall mail notice of such appointment of
a successor Authenticating Agent to all holders of Notes as the names and
addresses of such holders appear on the Note Register.

The Company agrees to pay
to the Authenticating Agent from time to time such reasonable compensation for
its services as shall be agreed upon in writing between the Company and the
Authenticating Agent.



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##### 

Sections 2.12, 7.03, 7.04, 7.07 and this Section 2.14 shall be
applicable to any Authenticating Agent.

Section 12.15 .
Execution In Counterparts(a) .This Indenture may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.



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##### 



IN WITNESS WHEREOF, the
undersigned, being duly authorized, have executed this Indenture on behalf of
the respective parties hereto as of the date first above written.

ENDEAVOUR INTERNATIONAL
      CORPORATIONBy:Name: H. Don
    TeagueTitle: Executive Vice
      President--Administration, General Counsel andSecretary


WELLS FARGO BANK, NATIONAL
      ASSOCIATION,as TrusteeBy:Name: Christina
    FaithTitle: Vice
    President




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##### 



EXHIBIT A

FOR GLOBAL NOTE ONLY:
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL
NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE
DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.]

IF REQUIRED PURSUANT TO
SECTION 2.07(d): [THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH SECURITY, PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES
THEREOF UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION)
(THE "RESALE RESTRICTION PERIOD"), ONLY (A) TO ENDEAVOUR INTERNATIONAL
CORPORATION (THE "COMPANY"), OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS
THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR
(D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, INCLUDING UNDER RULE 144, IF AVAILABLE,
SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE
DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS
BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL. EACH PURCHASER ACKNOWLEDGES THAT
PRIOR TO THE EXPIRATION OF THE RESALE RESTRICTION PERIOD, THE COMPANY AND THE
TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH
OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
EXPIRATION OF THE RESALE RESTRICTION PERIOD.]



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##### 



ENDEAVOUR INTERNATIONAL CORPORATION

6.00% Convertible Senior Notes due 2012

No. CUSIP: 29257MAA8 Issue Date:

ENDEAVOUR INTERNATIONAL
CORPORATION, a Nevada corporation promises to pay to [Cede & Co.]*
[] or registered assigns, [the principal
amount of DOLLARS
($)] [the principal amount as set forth on
Schedule I hereto]* on January 15, 2012.

This Note shall bear
interest as specified on the other side of this Note. This Note is convertible
as specified on the other side of this Note.

Additional provisions of
this Note are set forth on the other side of this Note.

Dated: ENDEAVOUR INTERNATIONAL CORPORATION

By:
    
    
    --Name:Title:


*Include only on Global Security

7



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##### 



AUTHENTICATION

This is one of the Notes
referred to in the within-mentioned Indenture (as defined on the other side of
this Note).

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

By:

As Authenticating Agent
(if different from Trustee)

Dated:

8



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##### 



6.00% Convertible Senior Note due 2012

1. Cash Interest.

The Company promises to
pay interest in cash on the principal amount of this Note at the rate per annum
of 6.00%. The Company will pay cash interest semiannually in arrears on
January 15 and July 15 of each year (each an "Interest Payment
Date"), beginning July 15, 2005, to Holders of record at the close of
business on January 1 and July 1 (whether or not a business day) (each a
"Regular Record Date"), as the case may be, immediately preceding such
Interest Payment Date, and the Company will pay interest in arrears on the
Maturity Date to the Holder to whom it pays the principal of this Note. Cash
interest on the Notes will accrue from the most recent date to which interest
has been paid or duly provided or, if no interest has been paid, from the Issue
Date. Cash interest will be computed on the basis of a 360-day year of twelve
30-day months. The Company shall pay cash interest on overdue principal at the
rate borne by the Notes plus 2% per annum, and it shall pay interest in cash on
overdue installments of cash interest (including Liquidated Damages, if any) at
the same rate to the extent lawful. All such overdue cash interest shall be
payable on demand. The Company further promises to pay Liquidated Damages that
it may from time to time be required to pay pursuant to Section 2(e) of the
Registration Rights Agreement at the same time and in the same manner as
payments of interest as specified herein.

2. Method of Payment.

Subject to the terms and
conditions of the Indenture, the Company will make payments in respect of the
principal of, premium, if any, and cash interest on this Note and in respect of
Change of Control Purchase Price and any applicable Make-Whole Premium to
Holders who surrender Notes to a Paying Agent to collect such payments in
respect of the Notes. The Company will pay cash amounts in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. However, the Company may make such cash payments by check payable
in such money. A holder of Notes with an aggregate principal amount in excess of
$3,000,000 will be paid by wire transfer in immediately available funds at the
election of such holder. Any payment required to be made on any day that is not
a Business Day will be made on the next succeeding Business Day.

3. Paying Agent, Conversion Agent and
Note Registrar.

Initially, Wells Fargo
Bank, National Association (the "Trustee"), will act as Paying Agent,
Conversion Agent and Note Registrar. The Company may appoint and change any
Paying Agent, Conversion Agent, Note Registrar or co-registrar without notice,
other than notice to the Trustee except that the Company will maintain at least
one Paying Agent in the State of New York, City of New York, Borough of
Manhattan, which shall initially be an office or agency of the Trustee. The
Company or any of its Subsidiaries or any of their Affiliates may act as Paying
Agent, Conversion Agent, Note Registrar or co-registrar.



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##### 



The Company issued the
Notes under an Indenture dated as of January 20, 2005 (the
"Indenture"), between the Company and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as in effect from time to time
(the "TIA"). Capitalized terms used herein and not defined herein have
the meanings ascribed thereto in the Indenture. The Notes are subject to all
such terms, and Noteholders are referred to the Indenture and the TIA for a
statement of those terms.

The Notes are general
unsecured obligations of the Company (except as provided in Paragraph 12
hereof) limited to $65,000,000 aggregate principal amount or $81,250,000
aggregate principal amount if the Purchasers Option is exercised fully (subject
to Section 2.08 of the Indenture). The Indenture does not limit other
indebtedness of the Company, secured or unsecured.

5. Redemption and Repurchase by the
Company at the Option of the Holder.

Prior to January 20,
2010, the Notes shall not be redeemable at the Companys option. At any time on
or after January 20, 2010 and prior to Stated Maturity, the Company, at its
option, may redeem the Notes, in whole or in part, in accordance with the
Indenture on the Redemption Date for a Redemption Price in cash equal to 100% of
the principal amount of the Notes plus any accrued and unpaid interest and
Liquidated Damages, if any, on the Notes redeemed to but not including the
Redemption Date.

If there shall have
occurred a Change of Control (subject to certain conditions provided for in the
Indenture), each Holder, at such Holders option, shall have the right, in
accordance with the provisions of the Indenture, to require the Company to
purchase its Notes (or any portion of the principal amount hereof that is at
least $1,000 or any whole multiple thereof, provided that the portion of the
principal amount of this Note to be outstanding after such purchase is at least
equal to $1,000) at the Change of Control Purchase Price in cash or Common
Stock, at the Companys option, plus any accrued and unpaid interest to but not
including the Change of Control Purchase Date.



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##### 

occurred a Change of Control pursuant to clause (ii) of the definition
thereof, and a Holder surrenders its Notes for purchase, the Company shall pay
to such Holder a Make-Whole Premium in addition to the Change of Control
Purchase Price. The Make-Whole Premium will also be paid on the Change of
Control Purchase Date to the Holders of the Notes who convert their Notes on or
after the date on which the Company has given a notice to all Holders of Notes
in accordance with Section 3.05(d) of the Indenture and on or before the
Change of Control Purchase Date.

The Company may, in lieu
of paying a Make-Whole Premium, elect to adjust the Conversion Rate and the
related conversion obligation such that from and after the effective date of
such Public Acquirer Change of Control, Holders of the Notes will be entitled to
convert their Notes into a number of shares of Public Acquirer Common Stock by
adjusting the Conversion Rate in effect immediately before the Public Acquirer
Change of Control as set forth in the Indenture.

A written notice of the
Change of Control will be given to the Holders as provided in the Indenture. To
exercise a purchase right, a Holder must deliver to the Trustee a Change of
Control Purchase Notice as provided in the Indenture.

Holders have the right to
withdraw any Change of Control Purchase Notice by delivering to the Paying Agent
a written notice of withdrawal in accordance with the provisions of the
Indenture.

6. Conversion.

Subject to the next two
succeeding sentences, a Holder of a Note may convert it into Common Stock of the
Company at any time before the close of business on the final maturity date of
the Note. A Note in respect of which a Holder has delivered a Change of Control
Purchase Notice exercising the option of such Holder to require the Company to
purchase such Note may be converted only if such notice of exercise is withdrawn
in accordance with the terms of the Indenture.

The initial Conversion
Rate shall be initially equal to 199.2032 shares of Common Stock per $1,000
principal amount of the Notes, subject to adjustment in certain events described
in the Indenture, which is equal to an initial Conversion Price of approximately
$5.02 per share of Common Stock. The Company shall pay a cash adjustment as
provided in the Indenture in lieu of any fractional share of Common Stock.

If a Holder converts some
or all of its Notes when there exists an Event (as defined in the Registration
Rights Agreement), such Holder shall receive additional shares of Common Stock
upon conversion equal to 3% of the Conversion Rate for each $1,000 principal
amount of Notes.



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##### 

Holder must (1) complete and manually sign the conversion notice below (or
complete and manually sign a facsimile of such notice) and deliver such notice
to the Conversion Agent, (2) surrender the Note to the Conversion Agent,
(3) furnish appropriate endorsements and transfer documents if required by
the Conversion Agent, the Company or the Trustee and (4) pay any transfer
or similar tax, if required.

7. Denominations; Transfer; Exchange.

The Notes are in fully
registered form, without coupons, in denominations of $1,000 of principal amount
and integral multiples of $1,000. A Holder may transfer or exchange Notes in
accordance with the Indenture. The Note Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay any taxes and fees required by law or permitted by the Indenture. The Note
Registrar need not transfer or exchange any Notes in respect of which a Change
of Control Purchase Notice has been given and not withdrawn (except, in the case
of a Note to be purchased in part, the portion of the Note not to be purchased).

8. Persons Deemed Owners.

The registered Holder of
this Note may be treated as the owner of this Note for all purposes.

9. Unclaimed Money or Notes.

The Trustee and the
Paying Agent shall return to the Company upon written request any money or Notes
held by them for the payment of any amount with respect to the Notes that
remains unclaimed for two years, subject to applicable unclaimed property law.
After return to the Company, Holders entitled to the money or Notes must look to
the Company for payment as general creditors unless an applicable abandoned
property law designates another person.

10. Amendment; Waiver.

Subject to certain
exceptions set forth in the Indenture, (i) the Indenture or the Notes may
be amended with the written consent of the Holders of at least a majority in
aggregate principal amount of the Notes at the time outstanding and
(ii) certain Defaults or Events of Default may be waived with the written
consent of the Holders of a majority in aggregate principal amount of the Notes
at the time outstanding. Subject to certain exceptions set forth in the
Indenture, without the consent of any Noteholder, the Company and the Trustee
may amend the Indenture or the Notes, among other things, to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 5 of the
Indenture, or to make any change that does not adversely affect the rights of
any Noteholder, or to comply with any requirement of the SEC in connection with
the qualification of the Indenture under the TIA.



---



##### 



Under the Indenture,
Events of Default include (1) the Company fails to pay when due the
principal of or premium (including Make-Whole Premium), if any, on any of the
Notes at maturity, upon exercise of a repurchase right or otherwise;
(2) the Company fails to pay an installment of interest (including
Liquidated Damages, if any) on any of the Notes that continues for 30 days
after the date when due; (3) the Company fails to deliver shares of Common
Stock, together with cash in lieu of fractional shares and any Make-Whole
Premium, when such Common Stock or cash in lieu of fractional shares and any
Make-Whole Premium is required to be delivered upon conversion of a Note and
such failure continues for 10 days after such required delivery date;
(4) the Company fails to give notice regarding a Change of Control within
the time period specified in the Indenture; (5) the Company fails to
perform or observe any other term, covenant or agreement contained in the Notes
or the Indenture for a period of 60 days after written notice of such
failure, requiring the Company to remedy the same, shall have been given to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Notes then outstanding; (6)
(A) the Company or any Significant Subsidiary fails to make any payment by
the end of the applicable grace period, if any, after the final scheduled
payment date for such payment with respect to any indebtedness for borrowed
money in an aggregate amount in excess of $5 million or
(B) indebtedness for borrowed money of the Company or any Significant
Subsidiary in an aggregate amount in excess of $5 million shall have been
accelerated or otherwise declared due and payable, or required to be prepaid or
repurchased (other than by regularly scheduled required prepayment) prior to the
scheduled maturity thereof as a result of a default with respect to such
indebtedness referred to in subclause (A) or (B) hereof, in either
case without such having been discharged, cured, waived, rescinded or annulled,
for a period of 30 days after receipt by the Company of a Notice of Default and
(7) certain events of bankruptcy, insolvency or reorganization with respect
to the Company or any Significant Subsidiary or any Subsidiaries of the Company
which in the aggregate would constitute a Significant Subsidiary. If an Event of
Default (other than an Event of Default specified in clause (7) above)
occurs and is continuing, the Trustee, or the Holders of at least 25% in
aggregate principal amount of the Notes at the time outstanding, may declare all
the Notes to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default which will result in the Notes becoming due and
payable immediately upon the occurrence of such Events of Default.



---



##### 

enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may refuse to enforce the Indenture or the Notes unless it receives
reasonable indemnity or security. Subject to certain limitations, Holders of a
majority in aggregate principal amount of the Notes at the time outstanding may
direct the Trustee in its exercise of any trust or power. The Trustee shall,
within 90 days of the occurrence of an Event of Default, give notice of
such Event of Default to the holders of the Notes, providedthat the
Trustee may withhold from Noteholders notice of any continuing Default (except a
Default in payment of amounts specified in clause (1) or (2) above) if
it determines that withholding notice is in their interests.

12. Trustee Dealings with the
Company.

Subject to certain
limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with and collect obligations owed to it by the Company or its
Affiliates and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee.

13. No Recourse Against Others.

A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Notes or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Noteholder waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Notes.

14. Authentication.

This Note shall not be
valid until an authorized signatory of the Trustee or an Authenticating Agent
manually signs the Trustees Certificate of Authentication on the other side of
this Note.

15. Abbreviations.

Customary abbreviations
may be used in the name of a Noteholder or an assignee, such as TEN COM
(=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with right of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

16. GOVERNING LAW.

THE INDENTURE AND THIS
NOTE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.



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##### 

to any Noteholder upon written request and without charge a copy of the
Indenture which has in it the text of this Note in larger type. Requests may be
made to:

Endeavour International
Corporation 1000 Main, Suite 3300
Houston, Texas 77002



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##### 



TO:
    
    ENDEAVOUR INTERNATIONAL CORPORATIONWELLS
      FARGO BANK, NATIONAL
ASSOCIATION


The undersigned
registered owner of this Note hereby irrevocably exercises the option to convert
this Note, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, into shares of Common Stock of Endeavour
International Corporation in accordance with the terms of the Indenture referred
to in this Note, and directs that the shares issuable and deliverable upon such
conversion, together with any check in payment for fractional shares and
Make-Whole Premium, if any, and any Notes representing any unconverted principal
amount hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If shares or any portion of this Note
not converted are to be issued in the name of a person other than the
undersigned, the undersigned will provide the appropriate information below and
pay all transfer taxes payable with respect thereto. Any amount required to be
paid by the undersigned on account of interest accompanies this Note.

Dated:

Signature(s)

Signature(s) must be
guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the
Note Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.

Signature Guarantee



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##### 

of shares of Common Stock if to be issued, and Notes if to be delivered, other
than to and in the name of the registered holder:

(Name)

(Street Address)

(City, State and Zip Code)

Please print name and address

Principal amount to be converted (if
less than all):

$

Social Security or Other Taxpayer
Identification Number:



---



Fill in the information
below for any person to whom the check for the payment of fractional shares, if
any, and Make-Whole Premium, if any, is to be delivered if other than the
registered holder:

(Name)

(Street Address)

(City, State and Zip Code)

Please print name and address

Social Security or Other Taxpayer
Identification Number:

10



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##### 



TO:
    
    ENDEAVOUR INTERNATIONAL CORPORATIONWELLS
      FARGO BANK, NATIONAL
ASSOCIATION


The undersigned
registered owner of this Note hereby irrevocably acknowledges receipt of a
notice from Endeavour International Corporation (the "Company") as to the
occurrence of a Change of Control with respect to the Company and requests and
instructs the Company to repay the entire principal amount of this Note
(Certificate No.), or the portion thereof
(which is $1,000 or an integral multiple thereof) below designated, in
accordance with the terms of the Indenture referred to in this Note to the
registered holder hereof. If the Company has elected to pay the Change of
Control Purchase Price and, if applicable, the Make-Whole Premium, in Common
Stock, the undersigned hereby elects to receive the Change of Control Purchase
Price in Common Stock.

Dated:



Signature(s)

NOTICE: The above
signatures of the holder(s) hereof must correspond with the name as written upon
the face of the Note in every particular without alteration or enlargement or
any change whatever.

Principal amount to be
repaid (if less than all):

$

Social Security or Other

Taxpayer Identification
Number

11



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##### 



For value received
hereby sell(s) assign(s) and transfer(s)
unto (Please insert social security or
other Taxpayer Identification Number of assignee) the within Note, and hereby
irrevocably constitutes and appoints
attorney to transfer said Note on the books
of the Company, with full power of substitution in the premises.

In connection with any
transfer of the Note prior to the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision) (other than any transfer pursuant to a registration statement that
has been declared effective under the Securities Act), the undersigned confirms
that such Note is being transferred:



| |  |  |    To Endeavour International Corporation or a subsidiary thereof;
or | 
| |  |  | ---------------------------------------------------------------------- | 



| |  |  |    Inside the United States pursuant to and in compliance with
      Rule 144A under the Securities Act of 1933, as amended; or | 
| |  |  | -------------------------------------------------------------------------------------------------------------------------------- | 



| |  |  |    Pursuant to and in compliance with Rule 144 under the
      Securities Act of 1933, as amended; | 
| |  |  | --------------------------------------------------------------------------------------------------- | 

and unless the box below is checked, the
undersigned confirms that such Note is not being transferred to an
"affiliate" of the Company as defined in Rule 144 under the
Securities Act of 1933, as amended (an "Affiliate").



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##### 

transferee is an Affiliate of the Company.

Dated:



Signature(s)

Signature(s) must be
guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the
Note Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.

Signature Guarantee

NOTICE: The signature of the conversion
notice, the Change of Control Purchase Notice or the assignment must correspond
with the name as written upon the face of the Note in every particular without
alteration or enlargement or any change whatever.

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##### 



ENDEAVOUR INTERNATIONAL
CORPORATION

6.00% Convertible Senior Notes Due
2012

No:

Date
    
    Principal Amount
    
    Notation ExplainingPrincipal
      AmountRecorded
    
    AuthorizedSignature ofTrustee


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##### 



Transfer Certificate

In connection with any
transfer of any of the Notes within the period prior to the expiration of the
holding period applicable to the sales thereof under Rule 144(k) under the
Securities Act of 1933, as amended (the "Securities Act") (or any
successor provision), the undersigned registered owner of this Note hereby
certifies with respect to $principal amount
of the above-captioned Notes presented or surrendered on the date hereof (the
"Surrendered Notes") for registration of transfer, or for exchange or
conversion where the Notes issuable upon such exchange or conversion are to be
registered in a name other than that of the undersigned registered owner (each
such transaction being a "transfer"), that such transfer complies with
the restrictive legend set forth on the face of the Surrendered Notes for the
reason checked below:

      
    
    A transfer of the Surrendered Notes is made to
      the Company orany subsidiaries; orThe transfer of the Surrendered
      Notes complies with Rule 144Aunder the U.S. Securities Act of
      1933, as amended (the"Securities Act"); orThe transfer of
      the Surrendered Notes is pursuant to aneffective registration
      statement under the Securities Act, orThe transfer of the Surrendered
      Notes is pursuant to anotheravailable exemption from the registration
      requirement of theSecurities
Act.


and unless the box below is checked, the
undersigned confirms that, to the undersigneds knowledge, such Notes are not
being transferred to an "affiliate" of the Company as defined in
Rule 144 under the Securities Act (an "Affiliate").

  The transferee is an Affiliate of the
      Company.DATE:
    
    Signature(s)


(If the registered owner is a
corporation, partnership or

fiduciary, the title of the Person
signing on behalf of

such registered owner must be stated.

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