EX-4.1






Exhibit 4.1




ENDEAVOUR INTERNATIONAL CORPORATION




6.00% Convertible Senior Notes due 2012














INDENTURE




Dated as of January 20, 2005














WELLS FARGO BANK, NATIONAL ASSOCIATION




TRUSTEE














1



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







EXHIBITS



	 	 	 
	Exhibit A

Exhibit B-1

	 	Form of Global Note

Transfer Certificate







2




CROSS REFERENCE TABLE*




	 	 	 	 	 
	TIA SECTION
	 	INDENTURE SECTION
	310(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)
	 	 	12.03	 
	313(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)
	 	 	6.11	 
	316(a) (last sentence)
	 	 	2.09	 
	(a)(1)(A)
	 	 	6.05	 
	(a)(1)(B)
	 	 	6.04	 
	(a)(2)
	 	 	N.A.	 
	(b)
	 	 	6.07	 
	317(a)(1)
	 	 	6.08	 
	(a)(2)
	 	 	6.09	 
	(b)
	 	 	2.05	 
	318(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.



3




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




The Company has duly 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.



“Additional Notes” 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;




(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.



“Depositary” 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.



“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.



“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.



“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 in
	Term	 	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.




“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.



Any request, demand, 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.



Any of the Notes may have 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.



Section 2.04 . 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.



Section 2.07 . 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).



(b) So long as the 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.



Any Global Note may be 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.



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.



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).



Notwithstanding any other 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.



Certificated Notes issued 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.



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 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).



(f) Any Note or 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).



If a Note is replaced 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.



Section 2.11 . 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.




Section 3.02 . 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; provided that 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.



(c) On or prior to 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; provided that 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; provided that 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.



Upon presentation of any 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.



Section 3.05 . 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 Date
	Effective date
	 	$			 	$	5.00		 	$	6.00		 	$	7.00		 	$	8.00		 	$	9.00		 	$	10.00		 	$	11.00		 	$	12.00		 	$	13.00		 	$	14.00		 	$	15.00		 	$	16.00	
	 
	 		3.72		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	January 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, plus any 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.



A “Change of 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




(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.




(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).



(d) Prior to or on 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;




(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.



Any purchase by the 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




(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.



Section 3.09 . 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.



Section 4.02 . 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.



The Company may also from 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.



Section 4.10 . 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



(c) the Company 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;



(e) the Company 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




(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, provided that 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.



If an Event of Default 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.



Section 6.06 . 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,



(a) to file and 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.



Section 6.11 . 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




(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;



(d) the Trustee 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



(k) whether or not 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.



No provision of this 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.



Section 7.10 . 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;



then, in any such case, the Company may 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.



Section 7.12 . 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.



ARTICLE 8




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.



ARTICLE 9




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



(j) providing for 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.



Section 9.03 . Compliance with Trust Indenture Act. Every supplemental indenture executed
pursuant to this Article shall comply with the TIA; provided that 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.



ARTICLE 10




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.



In the case of any Note 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 reduced by multiplying 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




(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 reduction 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 reduced,
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 increased,
such reduction or increase, 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 multiplying 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.



(d) In case the 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 multiplying 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 reduction 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.



If the Board of Directors 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 effect 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




(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 multiplying 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 multiplying the Conversion Rate in
effect immediately prior to close of business on the date of the Expiration Time by a fraction:




(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 reduction (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;




(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 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. 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




(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
reduction is irrevocable during the period and the Board of Directors determines in good faith that
such reduction 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.



(j) In any case in 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




(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.



Section 10.09 . 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.



The Company shall cause 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.



ARTICLE 11




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



The Company or the 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;




(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.



Section 12.13 . 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.



The provisions of 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.



4



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 CORPORATION

	 

	By:

	 

	Name: H. Don Teague

	 

	Title: Executive Vice President – Administration, General Counsel and

Secretary








	 
	 

	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

	 

	By:

	 

	Name: Christina Faith

	 

	Title: Vice President








5




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.]



6



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



TRUSTEE’S CERTIFICATE OF




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



[FORM OF REVERSE SIDE OF NOTE]




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.



4. Indenture.



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.



If there shall have 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.



To convert a Note, a 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.



11. Defaults and Remedies.



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.



Noteholders may not 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, provided that 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.



The Company will furnish 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



9



CONVERSION NOTICE



	 	 	 
	TO:

	 	ENDEAVOUR INTERNATIONAL CORPORATION

WELLS 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



Fill in the registration 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



CHANGE OF CONTROL PURCHASE NOTICE




	 	 	 
	TO:

	 	ENDEAVOUR INTERNATIONAL CORPORATION

WELLS 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



ASSIGNMENT




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”).



? The 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.



12



SCHEDULE I




ENDEAVOUR INTERNATIONAL CORPORATION




6.00% Convertible Senior Notes Due 2012




No:



	 	 	 	 	 	 	 
	Date

	 	Principal Amount
	 	Notation Explaining

Principal Amount

Recorded
	 	Authorized

Signature of

Trustee







13




EXHIBIT B-1




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 or

any subsidiaries; or

The transfer of the Surrendered Notes complies with Rule 144A

under the U.S. Securities Act of 1933, as amended (the

“Securities Act”); or

The transfer of the Surrendered Notes is pursuant to an

effective registration statement under the Securities Act, or

The transfer of the Surrendered Notes is pursuant to another

available exemption from the registration requirement of the

Securities 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.





14