EX-4.1






Exhibit 4.1




EXECUTION VERSION




Trust Deed



Endeavour Energy Luxembourg S.a.r.l.



and



Endeavour International Corporation



and



BNY Corporate Trustee Services Limited



Constituting U.S.$40,000,000 11.5 per cent. Guaranteed Convertible Bonds due 2014



24 January 2008



1




CONTENTS




CLAUSE PAGE




	1.	 	INTERPRETATION






	2.	 	AMOUNT OF THE ORIGINAL BONDS AND COVENANT TO PAY






	3.	 	GUARANTEE AND INDEMNITY






	4.	 	FORM OF THE ORIGINAL BONDS






	5.	 	STAMP DUTIES, TAXES AND WITHHOLDING TAX






	6.	 	FURTHER ISSUES






	7.	 	APPLICATION OF MONEYS RECEIVED BY THE TRUSTEE






	8.	 	COVENANT TO COMPLY






	9.	 	COVENANTS RELATING TO CONVERSION RIGHTS






	10.	 	COVENANTS






	11.	 	REMUNERATION AND INDEMNIFICATION OF THE TRUSTEE






	12.	 	PROVISIONS SUPPLEMENTAL TO THE TRUSTEE ACT 1925 AND THE TRUSTEE ACT 2000






	13.	 	TRUSTEE LIABLE FOR NEGLIGENCE






	14.	 	ENFORCEMENT, MODIFICATION AND WAIVER AND PROOF OF DEFAULT






	15.	 	TRUSTEE NOT PRECLUDED FROM ENTERING INTO CONTRACTS






	16.	 	APPOINTMENT, RETIREMENT AND REMOVAL OF THE TRUSTEE






	17.	 	CURRENCY INDEMNITY






	18.	 	COMMUNICATIONS






	19.	 	GOVERNING LAW AND JURISDICTION






	20.	 	COUNTERPARTS






	21.	 	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999






	22.	 	SEVERABILITY





SCHEDULE 1


Form of Original Definitive Registered Bond




	1.	 	FORM, DENOMINATION AND TITLE






	2.	 	STATUS, GUARANTEE AND NEGATIVE PLEDGE






	3.	 	DEFINITIONS






	4.	 	REGISTRATION






	5.	 	TRANSFER OF BONDS






	6.	 	INTEREST






	7.	 	CONVERSION






	8.	 	REDEMPTION AND PURCHASE AND PAYMENTS






	9.	 	TAXATION






	10.	 	EVENTS OF DEFAULT






	11.	 	UNDERTAKINGS






	12.	 	PRESCRIPTION






	13.	 	REPLACEMENT OF BONDS






	14.	 	MEETINGS OF BONDHOLDERS, MODIFICATION AND WAIVER AND SUBSTITUTION






	15.	 	ENFORCEMENT






	16.	 	THE TRUSTEE






	17.	 	NOTICES






	18.	 	FURTHER ISSUES






	19.	 	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999






	20.	 	GOVERNING LAW AND JURISDICTION





SCHEDULE 2


Form of Global Bond




	 	 	SCHEDULE A





Principal Amount of this Global Bond




	 	 	SCHEDULE B





Interest Capitalisations in respect of this Global Bond


SCHEDULE 3


Provisions for Meetings of Bondholders


SCHEDULE 4


Form of Officers’/Manager’s Certificate





2





THIS TRUST DEED is made on 24 January 2008 between:




	(1)	 	ENDEAVOUR ENERGY LUXEMBOURG S.A.R.L. (the “Issuer");






	(2)	 	ENDEAVOUR INTERNATIONAL CORPORATION (the “Guarantor"); and






	(3)	 	BNY CORPORATE TRUSTEE SERVICES LIMITED (the “Trustee", which expression shall, where the
context so admits, include all persons for the time being the trustee or trustees of this
Trust Deed).





WHEREAS:




	(A)	 	The Issuer, incorporated with limited liability in the Grand Duchy of Luxembourg, has by a
resolution of its Board of Directors passed on 23 January 2008 authorised the issue of
U.S.$40,000,000 11.5 per cent. Guaranteed Convertible Bonds due 2014 to be constituted by this
Trust Deed. The Bonds are convertible into Common Shares in accordance with the Conditions.






	(B)	 	The Guarantor, incorporated under the laws of the state of Nevada, United States of America
has by a resolution of its Board of Directors passed on 18 January 2008 resolved to give the
guarantee of the Bonds upon and subject to the terms and conditions set out below and
authorised the Bonds to be converted into Common Shares.






	(C)	 	The Trustee has agreed to act as trustee of this Trust Deed on the following terms and
conditions.





THIS TRUST DEED WITNESSES AND IT IS DECLARED AS FOLLOWS:




	1.	 	INTERPRETATION






	1.1	 	Definitions: Capitalised terms defined in the Conditions but not herein shall when used
herein have the meaning given to them in the Conditions. In addition, the following
expressions shall have the following meanings:






“Agency Agreement” means, in relation to the Original Bonds, the paying, transfer and
conversion agency agreement dated on or about the date hereof, as altered from time to
time, between the Issuer, the Guarantor, the Trustee, the Paying, Transfer and Conversion
Agent, and the Registrar whereby the initial Paying, Transfer and Conversion Agent and the
Registrar were appointed in relation to the Original Bonds and includes any other
agreements approved in writing by the Trustee appointing Successor Agents amending or
modifying any of such agreements;




“Agents” means, in relation to the Original Bonds, the Paying, Transfer and Conversion
Agent and the Registrar (and “Agent” means any one of them) and, in relation to any Further
Bonds, means any agent or registrar appointed in relation to them including any Reference
Banks;




“Auditors” means the independent auditors for the time being of the Guarantor, or, if there
shall be joint auditors, any one or more such auditors or, in the event of them being
unable or unwilling to carry out any action required of them pursuant to this Trust Deed,
such other independent accountants or independent firm of accountants as may be selected by
the Guarantor and approved in writing by the Trustee or, in default of such selection and
approval within a reasonable (in the opinion of the Trustee) timeframe, selected by the
Trustee in good faith for the purpose, provided that the Issuer or the Guarantor, as the
case may be, shall be responsible for the costs, fees and expenses of such accountants;




“Bondholder” and “holder” mean, in relation to a Bond, the person in whose name the Bond is
registered in the Register;




“Bonds” means the Original Bonds and/or as the context may require any Further Bonds except
that in Schedules 1 and 2 “Bonds” means the Original Bonds;




“Clearstream, Luxembourg” means Clearstream Banking, société anonyme;




“Closing Date” means 24 January 2008;




“Common Shares” has the meaning specified in Condition 3;




“Conditions” means, in relation to the Original Bonds, the terms and conditions of the
Bonds set out in Schedule 1 and, in relation to any Further Bonds, the terms and conditions
relating to such Further Bonds as any of the same may from time to time be modified in
accordance with this Trust Deed, and, with respect to any Bonds represented by a Global
Bond, as modified by the provisions of such Global Bond and references in this Trust Deed
to a particular numbered Condition shall be construed accordingly and, in relation to any
Further Bonds, as a reference to the provision (if any) in the Conditions thereof which
corresponds to the particular Condition of the Original Bonds;




“Conversion Price” means the conversion price determined in accordance with Condition
7.1(b);




“Conversion Right” has the meaning specified in Condition 7.1(a);




“Definitive Registered Bonds” means the Original Definitive Registered Bonds and/or as the
context may require any other definitive registered bonds representing Further Bonds or any
of them;




“Euroclear” means Euroclear Bank S.A./N.V.;




“Event of Default” means any of the events described as such in Condition 10;




“Extraordinary Resolution” has the meaning set out in Schedule 3;




“Further Bonds” means any further Bonds issued in accordance with the provisions of Clause
6 and the Conditions and constituted by a deed supplemental to this Trust Deed;




“FSMA” means the Financial Services and Markets Act 2000 (as amended);




“Global Bond” means the Original Global Bond and/or as the context may require any other
global bond representing Further Bonds or any of them except that in Schedule 2 Global Bond
means the Original Global Bonds;




“Guarantee” means the guarantee and indemnity of the Guarantor set out in Clause 3;




“London Stock Exchange” means the London Stock Exchange plc;




“Original Bonds” means the bonds in or substantially in the respective forms set out in
Schedule 1 comprising the U.S.$40,000,000 11.5 per cent. Guaranteed Convertible Bonds due
2014 constituted by this Trust Deed and for the time being outstanding or, as the context
may require, a specific number of them and includes any replacement Bonds issued pursuant
to the Conditions and (except for the purposes of Clauses 4.1 and 4.2) the Global Bond;




“Original Bondholders” means, in relation to an Original Bond, the person in whose name the
Original Bond is registered in the Register;




“Original Definitive Registered Bonds” means those Original Bonds for the time being
represented by definitive certificates in the form or substantially in the form set out in
Schedule 1;




“Original Global Bond” means the global bond in registered form which will evidence the
Original Bonds, substantially in the form set out in Schedule 2, and evidencing the
registration of the person named therein in the Register;




“outstanding” means, in relation to the Bonds, all the Bonds issued except (a) those which
have been redeemed in accordance with the Conditions; (b) those in respect of which
Conversion Rights have been exercised and all the obligations of the Guarantor to deliver
Common Shares on conversion of the Bonds have been duly performed in relation thereto; (c)
those in respect of which the date for redemption has occurred and the redemption moneys
(including all interest accrued on such Bonds to the date for such redemption and any
interest payable under the Conditions after such date) have been duly paid to the relevant
Bondholder or on its behalf or to the Trustee or to the Paying, Transfer and Conversion
Agent as provided in Clause 2 and remain available for payment against surrender of Bonds
(if so required), as the case may be; (d) those which have become void or those in respect
of which claims have become prescribed; (e) those mutilated or defaced Bonds which have
been surrendered in exchange for replacement Bonds; (f) (for the purpose only of
determining how many Bonds are outstanding and without prejudice to their status for any
other purpose) those Bonds alleged to have been lost, stolen or destroyed and in respect of
which replacement Bonds have been issued; (g) those which have been purchased and cancelled
as provided in the Conditions; and (h) the Global Bond to the extent that it shall have
been exchanged for interests in another Global Bond and any Global Bond to the extent that
it shall have been exchanged for Definitive Registered Bonds pursuant to its provisions;
provided that for the purposes of (i) ascertaining the right to attend and vote at any
meeting of the Bondholders; (ii) the determination of how many Bonds are outstanding for
the purposes of the Conditions and Schedule 3; (iii) the exercise of any discretion, power
or authority which the Trustee is required, expressly or impliedly, to exercise in or by
reference to the interests of the Bondholders; and (iv) the certification (where relevant)
by the Trustee as to whether a Potential Event of Default or an Event of Default is in its
opinion materially prejudicial to the interests of the Bondholders for those Bonds (if any)
which are beneficially held by, or on behalf of the Issuer, the Guarantor or any of their
respective Subsidiaries and not cancelled shall unless no longer so held be deemed not to
remain outstanding;




“Paying, Transfer and Conversion Agent” means, in relation to the Original Bonds, The Bank
of New York at its specified office, in its capacity as Paying, Transfer and Conversation
Agent (in respect of the Original Bonds) and, in relation to any Further Bonds, the Paying,
Transfer and Conversion Agent as appointed in respect of such Further Bonds and, in each
case, any Successor Paying, Transfer and Conversion Agent;




“Potential Event of Default” means an event or circumstance which could with the giving of
notice and/or lapse of time and/or the fulfilment of any other requirement provided for in
Condition 10 become an Event of Default;




“Registrar” means, in relation to the Original Bonds, The Bank of New York at its specified
office, in its capacity as Registrar (in respect of the Original Bonds) and, in relation to
any Further Bonds, the registrar appointed in respect of such Further Bonds and, in each
case, any Successor Registrar;




“specified office” means, in relation to any Agent, either the office identified with its
name at the end of the Conditions or any other office approved by the Trustee and notified
to the Bondholders pursuant to Clause 10.10;




“Successor” means, in relation to the Agents, such other or further person as may from time
to time be appointed by the Issuer as an Agent with the written approval of, and on terms
approved in writing by, the Trustee and notice of whose appointment is given to Bondholders
pursuant to Clause 10.10;




“this Trust Deed” means this Trust Deed, the Schedules (as from time to time altered in
accordance with this Trust Deed) and, without limitation, the Conditions and any other
document executed in accordance with this Trust Deed (as from time to time so altered) and
expressed to be supplemental to this Trust Deed; and




“trust corporation” means a trust corporation (as defined in the Law of Property Act 1925)
or a corporation entitled to act as a Trustee pursuant to applicable foreign legislation
relating to trustees.




	1.2	 	Construction of Certain References: References to:






	 	(a)	 	costs, charges, remuneration or expenses shall include any amount in respect
of value added tax, turnover tax or similar tax charged in respect thereof;






	 	(b)	 	“dollars", “U.S. dollars” and “U.S.$” shall be construed as references to the
lawful currency for the time being of the United States;






	 	(c)	 	any action, remedy or method of judicial proceedings for the enforcement of
rights of creditors shall include, in respect of any jurisdiction other than England
and Wales, references to such action, remedy or method of judicial proceedings for the
enforcement of rights of creditors available or appropriate in such jurisdiction as
shall most nearly approximate thereto;






	 	(d)	 	any provision of any statute shall be deemed also to refer to any statutory
modification or re-enactment thereof or any statutory instrument, order or regulation
made thereunder or under such modification or re-enactment; and






	 	(e)	 	“reasonable” or “reasonably” and similar expressions relating to the Trustee
and any exercise of power, opinion, determination or other similar matter including
any reference to “approval not to be unreasonably withheld or delayed” shall be
construed as meaning reasonable or reasonably, as the case may be, having regard to
the interests of Bondholders only and any determination made with respect to consent
or approval not to be unreasonably withheld shall be made on that basis.






	1.3	 	Headings: Headings shall be ignored in construing this Trust Deed.






	1.4	 	Schedules: The Schedules are part of this Trust Deed and shall have effect accordingly.






	1.5	 	Illegality etc.: If at any time any provision of this Trust Deed is or becomes illegal,
invalid or unenforceable in any respect under the law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions of this Trust Deed nor the
legality, validity or enforceability of such provision under the law of any other jurisdiction
shall in any way be affected or impaired thereby.






	1.6	 	Modification etc. of Statutes: References to a statutory provision include that provision as
from time to time modified or re-enacted whether before or after the date of this Trust Deed.
In particular, references to the Companies Act 1985 and/or the Companies Act 1989 shall
include the relevant provisions of such Acts as re-enacted by the Companies Act 2006.






	2.	 	AMOUNT OF THE ORIGINAL BONDS AND COVENANT TO PAY






	2.1	 	Amount of the Original Bonds: The aggregate principal amount of the Original Bonds is limited
to U.S.$40,000,000.






	2.2	 	Covenant to pay: The Issuer will on any date when any Original Bonds become due to be
redeemed or any principal (including any capitalised interest) or any other amount payable to
Bondholders under this Trust Deed becomes due, in accordance with this Trust Deed or the
Conditions, unconditionally pay to or to the order of the Trustee in U.S. dollars in same day
funds in New York the principal amount of the Original Bonds becoming due for redemption on
that date, together with any other amounts payable in accordance with the Conditions
(including any capitalised interest), and will (subject to the Conditions) until such payment
(both before and after judgment) unconditionally so pay to or to the order of the Trustee
interest on the principal amount of the Original Bonds outstanding as set out in the
Conditions provided that (1) subject to the provisions of Clause 2.4(b), payment of any sum
due in respect of the Original Bonds made to the Paying, Transfer and Conversion Agent as
provided in the Agency Agreement shall, to that extent, satisfy such obligation except to the
extent that there is failure in its subsequent payment to the relevant Original Bondholders
under the Conditions; and (2) a payment made after the due date or pursuant to Condition 10
will be deemed to have been made when the full amount due has been received by the Trustee or
the Paying, Transfer and Conversion Agent or, if earlier, the seventh day after notice to that
effect has been given to the Original Bondholders (if required under Clause 10.8) except, in
the case of payment to the Paying, Transfer and Conversion Agent, to the extent that there is
a failure in the subsequent payment to the relevant holders under the Conditions. The Trustee
will hold the benefit of this covenant and the Guarantee in Clause 3 on trust for the Original
Bondholders.






	2.3	 	Discharge: Subject to Clause 2.4, any payment to be made in respect of the Bonds by the
Issuer, the Guarantor or the Trustee may be made as provided in the Conditions and any payment
so made will (subject to Clause 2.4) to that extent be a good discharge to the Issuer, the
Guarantor or the Trustee, as the case may be.






	2.4	 	Payment after a Default: At any time after an Event of Default or a Potential Event of
Default has occurred the Trustee may:






	 	(a)	 	by notice in writing to the Issuer, the Guarantor and the Agents, require the
Agents, until notified by the Trustee to the contrary, so far as permitted by any
applicable law:






	 	(i)	 	to act as Agents of the Trustee under this Trust Deed and the
Bonds on the terms of the Agency Agreement (with consequential amendments as
necessary and except that the Trustee’s liability for the indemnification,
remuneration and all other out-of-pocket expenses of the Agents will be limited
to the amounts for the time being held by the Trustee in respect of the Bonds
on the terms of this Trust Deed) and thereafter to hold all Bonds and all
moneys, documents and records held by them in respect of Bonds to the order of
the Trustee; and/or






	 	(ii)	 	to deliver all Bonds and all moneys, documents and records held
by them in respect of the Bonds to the Trustee or as the Trustee directs in
such notice provided that such notice shall be deemed not to apply to any
documents or records which the relative Agent is obliged not to release by any
law or regulation; and






	 	(b)	 	by notice in writing to the Issuer and/or the Guarantor require each, or the
relevant one, of them to make all subsequent payments in respect of the Bonds to, or
to the order of, the Trustee and not to the Paying, Transfer and Conversion Agent with
effect from the issue of any such notice to the Issuer and until such notice is
withdrawn proviso (1) to Clause 2.2 above shall cease to have effect.






	2.5	 	Benefit of Covenants: The covenants in this Trust Deed shall (other than those expressed to
survive termination of this Trust Deed and/or repayment of the Bonds) only have effect while
the aggregate principal amount of the Bonds is outstanding and amounts remain payable in
respect thereof and the Trustee shall hold the benefit of the covenants of the Issuer and the
Guarantor under this Trust Deed on trust for itself, the holders, and (to the extent
applicable) the Agents according to their respective interests.






	3.	 	GUARANTEE AND INDEMNITY






	3.1	 	Guarantee: The Guarantor unconditionally and irrevocably guarantees that:






	 	(a)	 	if the Issuer does not pay any sum payable by it due from it under this Trust
Deed or the Bonds by the time and on the date specified for such payment or delivery
(whether on the normal due date, on acceleration or otherwise) the Guarantor will pay
that sum to, or to the order of, the Trustee in the manner provided in Clause 2 (or,
if in respect of sums due under Clause 11, in London in U.S. dollars in immediately
available funds) before close of business on that date in the city to which payment is
so to be made; and






	 	(b)	 	if the Issuer does not deliver any Common Shares in accordance with the Trust
Deed, the Guarantor will deliver any Common Shares deliverable by the Issuer, in
accordance with the terms of the Conditions or the Bonds.






Clause 2 will apply (with consequential amendments as necessary) to such payments other
than those in respect of sums due under Clause 11. All payments under the Guarantee by the
Guarantor will be made in accordance with Condition 8.6.




	3.2	 	Guarantor as Principal Debtor: As between the Guarantor and the Trustee and the Bondholders
but without affecting the Issuer’s obligations, the Guarantor will be liable under this Clause
3 as if it were the sole principal debtor and not merely a surety. Accordingly, it will not be
discharged, nor will its liability be affected, by anything which would not discharge it or
affect its liability if it were the sole principal debtor (including (1) any time, indulgence,
waiver or consent at any time given to the Issuer or any other person; (2) any amendment to
any other provisions of this Trust Deed or to the Conditions or to any security or other
guarantee or indemnity; (3) the making or absence of any demand on the Issuer or any other
person for payment; (4) the enforcement or absence of enforcement of this Trust Deed or the
Bonds or of any security or other guarantee or indemnity; (5) the taking, existence or release
of any security, guarantee or indemnity; (6) the dissolution, amalgamation, reconstruction or
reorganisation of the Issuer or any other person; or (7) the illegality, invalidity or
unenforceability of or any defect in any provision of this Trust Deed or the Bonds or any of
the Issuer’s obligations under any of them).






	3.3	 	Taxation: The provisions of Condition 9 shall apply in respect of all payments by the
Guarantor pursuant to this Clause 3.






	3.4	 	Unconditional obligation: The Guarantor agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of any other
provisions of this Trust Deed or any Bond, or any change in or amendment hereto or thereto,
the absence of any action to enforce the same, any waiver or consent by any Bondholder or by
the Trustee with respect to any provision of this Trust Deed or the Bonds, the obtaining of
any judgment against the Issuer or any action to enforce the same or any other circumstances
which might otherwise constitute a legal or equitable discharge or defence of the Guarantor.






	3.5	 	Insolvency of the Issuer: If any payment or delivery received by the Trustee or the Agents
pursuant to the provisions of this Trust Deed shall, on the subsequent bankruptcy, insolvency,
corporate reorganisation or other similar event of or affecting the Issuer or the Guarantor,
be avoided, reduced, invalidated or set aside under any laws relating to bankruptcy,
insolvency, corporate reorganisation or other such similar events, such payment or delivery
shall not be considered as discharging or diminishing the liability of the Guarantor, whether
as Guarantor, principal debtor or indemnifier, and the guarantee and indemnity contained in
this Clause 3 shall continue to apply as if such payment or delivery had at all times remained
owing or outstanding by the Issuer and the Guarantor shall indemnify and keep indemnified the
Trustee and the Bondholders on the terms of the guarantee and indemnity contained in this
Clause 3.






	3.6	 	Guarantor’s Obligations Continuing: The Guarantor’s obligations under this Trust Deed are,
and will remain, in full force and effect by way of continuing security until (a) no sum
remains payable under this Trust Deed or the Bonds and (b) all Conversion Rights have either
been exercised or terminated and that the Guarantor shall not be discharged by anything other
than a complete performance of such obligations contained in the Trust Deed and the Bonds.
Furthermore, those obligations of the Guarantor are additional to, and not instead of, any
security or other guarantee or indemnity at any time existing in favour of any person, whether
from the Guarantor or otherwise and may be enforced without first having recourse to the
Issuer, any other person, any security or any other guarantee or indemnity. The Guarantor
irrevocably waives all notices and demands of any kind.






	3.7	 	Exercise of Guarantor’s Rights: So long as any sum remains payable or any Common Shares are
deliverable under this Trust Deed or the Bonds:






	 	(a)	 	any right of the Guarantor, by reason of the performance of any of its
obligations under this Clause 3, to be indemnified by the Issuer or to take the
benefit of or to enforce any security or other guarantee or indemnity will be
exercised and enforced by the Guarantor only in such manner and on such terms as the
Trustee may require or approve; and






	 	(b)	 	any amount received or recovered by the Guarantor (a) as a result of any
exercise of any such right; or (b) in the dissolution, amalgamation, reconstruction or
reorganisation of the Issuer will be held in trust for the Trustee to the extent that
the Trustee is entitled to such amounts and immediately paid to the Trustee and the
Trustee (if due) will hold it on the trusts set out in Clause 7.1.






	3.8	 	Suspense Accounts: Any amount received or recovered by the Trustee (otherwise than as a
result of a payment by the Issuer to the Trustee in accordance with Clause 2) in respect of
any sum payable by the Issuer under this Trust Deed or the Bonds may be placed in a suspense
account and kept there for so long as the Trustee thinks fit.






	3.9	 	Avoidance of Payments: The Guarantor shall on demand indemnify the Trustee and each
Bondholder against any cost, loss, expense or liability sustained or incurred by it as a
result of it being required for any reason (including any bankruptcy, insolvency, winding-up,
dissolution, or similar law of any jurisdiction) to refund all or part of any amount received
or recovered by it in respect of any sum payable by the Issuer under this Trust Deed or any
Bond and shall in any event pay to it on demand the amount as refunded by it.






	3.10	 	Debts of Issuer: If any moneys become payable by the Guarantor under this Guarantee, the
Issuer will not (except in the event of the liquidation or bankruptcy of the Issuer) so long
as any such moneys remain unpaid, pay any moneys for the time being due from the Issuer to the
Guarantor.






	3.11	 	Indemnity: As separate, independent and alternative obligations, the Guarantor
unconditionally and irrevocably agrees (1) that any sum which, although expressed to be
payable by the Issuer under this Trust Deed or the Bonds, is for any reason (whether or not
now existing and whether or not now known or becoming known to the Issuer, the Guarantor, the
Trustee or any Bondholder) not recoverable from the Guarantor on the basis of a guarantee will
nevertheless be recoverable from it as if it were the sole principal debtor and will be paid
by it to the Trustee on demand; and (2) as a primary obligation to indemnify the Trustee and
each Bondholder against any loss suffered by it as a result of any sum expressed to be payable
by the Issuer under this Trust Deed or the Bonds not being paid on the date and otherwise in
the manner specified in this Trust Deed or any payment obligation of the Issuer under this
Trust Deed or the Bonds being or becoming void, voidable or unenforceable for any reason
(whether or not now existing and whether or not now known or becoming known to the Issuer,
Guarantor, Trustee or any Bondholder), the amount of that loss being the amount expressed to
be payable by the Issuer in respect of the relevant sum. This clause shall survive termination
of this Trust Deed.






	4.	 	FORM OF THE ORIGINAL BONDS






	4.1	 	The Original Global Bond: The Original Bonds will be represented by the Original Global Bond
initially in the principal amount of U.S.$40,000,000 and the Issuer, failing whom the
Guarantor, shall procure that appropriate entries be made in the register of Bondholders by
the Registrar to reflect the issue of such Original Bonds. The Original Global Bond will be
exchangeable for Original Definitive Registered Bonds as set out in the Original Global Bond.






	4.2	 	The Original Definitive Registered Bonds: The Original Definitive Registered Bonds may be
printed or typed and need not be security printed. The Original Definitive Registered Bonds
and Original Global Bond will be in or substantially in the respective forms set out in
Schedules 1 and 2. The Original Global Bond and Original Definitive Registered Bonds will be
endorsed with the Conditions.






	4.3	 	Signature: The Original Global Bond and any Original Definitive Registered Bond (if issued)
will be signed manually or in facsimile by a Director of the Issuer and will be authenticated
by or on behalf of the Registrar. The Issuer may use the manual or facsimile signature of any
person who is at the date of this Trust Deed a director of the Issuer even if at the time of
issue of any Original Bonds he no longer holds such office. Original Bonds (including the
Original Global Bond) so executed and authenticated will be valid and binding obligations of
the Issuer.






	5.	 	STAMP DUTIES, TAXES AND WITHHOLDING TAX






	5.1	 	Stamp duties and taxes: The Issuer, failing whom the Guarantor, will pay any stamp, issue,
registration, documentary or other similar taxes and duties payable in the United Kingdom,
United States of America or Luxembourg on or in connection with the creation, issue and
initial delivery of the Bonds or the execution and delivery of this Trust Deed or on the issue
of the Common Shares to be issued on conversion of the Bonds (other than those expressed to be
payable by the Bondholders pursuant to Condition 7.6). The Issuer (failing whom the Guarantor)
will also indemnify the Trustee and the Bondholders from and against all stamp, issue,
registration, documentary or other similar taxes paid by any of them in any jurisdiction in
relation to which the liability to pay arises directly as a result of any action taken by or
on behalf of the Trustee or, as the case may be, the Bondholders to enforce the obligations of
the Issuer or the Guarantor under this Trust Deed, the Guarantee or the Bonds in circumstances
where there has been a breach by the Issuer or the Guarantor of its obligations pursuant to
those documents. For the avoidance of doubt, the Trustee shall not be responsible for
determining whether any such taxes or duties are payable or for determining the amount of such
taxes or duties and it shall not be responsible for any failure by Bondholders to pay such
taxes or duties.






	5.2	 	Withholding tax: The Guarantor agrees that all payments in respect of the Bonds by or on
behalf of the Guarantor shall be made without withholding or deduction for, or on account of,
any taxes (“Taxes”) imposed or levied by the United States unless the withholding or deduction
of the Taxes is required by law. In that event, the Guarantor will pay such additional amounts
as may be necessary in order that the net amounts received by the Bondholders after the
withholding or deduction shall equal the respective amounts which would have been receivable
in respect of the Notes in the absence of the withholding or deduction.”






	6.	 	FURTHER ISSUES






	6.1	 	Liberty to Create: The Issuer may from time to time without the consent of the Bondholders
create and issue further bonds, notes or debentures in accordance with Condition 18 either
having the same terms and conditions in all respects (or in all respects except for the amount
and due date for the first payment of interest thereon) as (i) the Original Bonds; or (ii) any
previously issued Further Bonds so that the same shall be consolidated and form a single
series with the Original Bonds or any Further Bonds, or (in any case) upon such terms as to
interest, exchange, premium, redemption and otherwise as the Issuer may at the time of issue
thereof determine.






	6.2	 	Means of Constitution: Any Further Bonds created and issued pursuant to the provisions of
Clause 6.1 so as to form a single series with the Original Bonds or the Further Bonds of any
series shall be constituted by a deed supplemental to this Trust Deed and any other Further
Bonds of any series created and issued pursuant to the provisions of Clause 6.1 may, with the
consent of the Trustee, be so constituted. The Issuer and the Guarantor shall, prior to the
issue of any Further Bonds to be so constituted, execute and deliver to the Trustee a deed
supplemental to this Trust Deed and a guarantee and indemnity in the form mutatis mutandis of
Clause 3 of this Trust Deed (if applicable duly stamped or denoted) and containing a covenant
by the Issuer in the form mutatis mutandis of Clause 2 of this Trust Deed in relation to such
Further Bonds and such other provisions (corresponding to any of the provisions contained in
this Trust Deed) as the Trustee shall require.






	6.3	 	Noting of Supplemental Deeds: A memorandum of every such supplemental deed shall be endorsed
by the Trustee on this Trust Deed and by the Issuer on the duplicate(s) of this Trust Deed and
held by the Trustee.






	6.4	 	Notice of Further Issues: Whenever it is proposed to create and issue any Further Bonds, the
Issuer shall give to the Trustee not less than seven days’ notice in writing of its intention
to do so, stating the amount of Further Bonds proposed to be created or issued.






	6.5	 	Separate Series: Any Further Bonds not forming a single series with the Original Bonds or
previously issued Further Bonds of any series shall form a separate series and accordingly,
unless for any purpose the Trustee in its absolute discretion shall otherwise determine, the
provisions of Clauses 3, 5, 6.2, 7.2, 7.3 and Clauses 8 to 21 (inclusive) and Schedule 3 shall
apply mutatis mutandis separately and independently to the Bonds of each such series and in
such Clauses and Schedule the expressions “Bonds” and “Bondholders” shall be construed
accordingly.






	7.	 	APPLICATION OF MONEYS RECEIVED BY THE TRUSTEE






	7.1	 	Declaration of Trust: All moneys received by the Trustee in respect of the Original Bonds and
any Further Bonds forming a single series with the Original Bonds or amounts payable under
this Trust Deed will, despite any appropriation of all or part of them by the Issuer or the
Guarantor, be held by the Trustee upon trust to apply them (subject to Clause 7.2):






	 	(a)	 	first, in payment of all costs, charges, expenses and liabilities incurred by
the Trustee or its agents (including remuneration payable to it in carrying out its
functions under this Trust Deed);






	 	(b)	 	secondly, in payment of any amounts owing in respect of the Original Bonds
and any Further Bonds forming a single series with the Original Bonds pari passu and
rateably; and






	 	(c)	 	thirdly, in payment of the balance (if any) to the Issuer for itself or, if
moneys were received from the Guarantor and to the extent of such monies, to the
Guarantor.






Without prejudice to the other provisions of this Clause 7.1, if the Trustee holds any
moneys which represent principal or interest or other sums in respect of Original Bonds and
any Further Bonds forming a single series with the Original Bonds which have become void or
in respect of which claims have become prescribed under the Conditions, the Trustee will
hold them upon these trusts.




	7.2	 	Accumulation: If the amount of the moneys at any time available for payment in respect of the
Bonds under Clause 7.1 is less than 10 per cent. of the principal amount of the Bonds then
outstanding, the Trustee may, at its discretion, invest such moneys. The Trustee may retain
such investments and accumulate the resulting income until the investments and the
accumulations, together with any other funds for the time being under the control of the
Trustee and available for such payment, amount to at least 10 per cent. of the principal
amount of the Bonds then outstanding whereupon such investments, accumulations and funds
(after deduction of, or provision for, any applicable taxes) will be applied as specified in
Clause 7.1.






	7.3	 	Investment of moneys: If the amount of the moneys at any time available to the Trustee
following an Event of Default for payment of principal and interest in respect of the Bonds
shall be less than a sum sufficient to pay at least one tenth of the Outstanding Principal
Amount of the Bonds, the Trustee may, at its discretion, invest such moneys upon some or one
of the investments hereinafter authorised with power from time to time, with like discretion,
to vary such investments; and such investment with the resulting income thereof may be
accumulated until the accumulations together with any other funds for the time being under the
control of the Trustee and available for the purpose shall amount to a sum sufficient to pay
at least one tenth of the Outstanding Principal Amount of the Bonds and such accumulation and
funds (after deduction of any taxes and any other deductibles applicable thereto) shall then
be applied in accordance with the order of priority contained in Clause 7.1.






	7.4	 	Authorised Investments: Any moneys which under this Trust Deed may be invested by the Trustee
may be invested in the name or under the control of the Trustee in any of the investments for
the time being authorised by English law for the investment by trustees of trust moneys or in
any other investments, whether similar to those aforesaid or not, which may be selected by the
Trustee or by placing the same on deposit in the name or under the control of the Trustee with
such bank or other financial institution as the Trustee may think fit and in such currency as
the Trustee in its absolute discretion may determine and the Trustee may at any time vary or
transfer any of such investments for or into such investments or convert any moneys so
deposited into any other currency and shall not be responsible for any liability occasioned by
reason of any such investments or such deposit whether by depreciation in value, fluctuation
in exchange rates or otherwise.






	8.	 	COVENANT TO COMPLY






Each of the Issuer and the Guarantor hereby covenants with the Trustee that it will comply
with and perform and observe all the provisions of this Trust Deed and the Conditions to
which it is expressed to be a party or from which it derives a benefit and to perform and
observe the same and, without limitation, that it will give effect to and procure effect to
be given to the Conversion Right in respect of each of the Bonds. The Conditions shall be
binding on each of the Issuer, the Guarantor and the Bondholders. The Trustee shall be
entitled to enforce the obligations of the Issuer and the Guarantor under the Bonds and the
Conditions as if the same were set out and contained in this Trust Deed which shall be read
and construed as one document with the Bonds. The provisions contained in Schedule 3 shall
have effect in the same manner as if herein set forth. The Trustee shall hold the benefit
of this covenant upon trust for itself and the Bondholders according to its and their
respective interests.




	9.	 	COVENANTS RELATING TO CONVERSION RIGHTS






	9.1	 	Covenants of the Issuer: The Issuer hereby undertakes to and covenants with the Trustee that
so long as any Conversion Right remains exercisable, it will (and the Guarantor hereby
undertakes and guarantees to and covenants with the Trustee to procure that the Issuer will so
long as any Conversion Right remains exercisable), save with the approval of an Extraordinary
Resolution or with the approval of the Trustee where, in the Trustee’s opinion, it is not
materially prejudicial to the interests of the Bondholders to give such approval, and subject
to the conditions to conversion set forth in the Conditions, observe and perform all its
obligations under the Conditions and this Trust Deed with respect to Conversion Rights and in
addition it will upon the happening of an event as a result of which the Conversion Price will
be adjusted pursuant to Condition 7.2(c), as soon as reasonably practicable deliver to the
Trustee a certificate signed by a director of the Issuer on behalf of the Issuer (which the
Trustee shall be entitled to accept without further enquiry as sufficient evidence of the
correctness of the matters referred to therein) setting forth brief particulars of the event,
and the adjusted Conversion Price and the date on which such adjustment takes effect and in
any case setting forth such other particulars and information as the Trustee may reasonably
require. The Issuer shall procure that notice is given to Bondholders of an adjustment to the
Conversion Price in accordance with Condition 17, setting forth the Conversion Price in effect
prior to such adjustment, the adjusted Conversion Price and the date on which such adjustment
becomes effective.






	9.2	 	Covenant of the Guarantor: The Guarantor hereby undertakes and guarantees to and covenants
with the Trustee that in the event of the Issuer failing to comply with its obligations when
due in respect of Conversion Rights, it will procure that the Issuer complies with such
obligations and/or enforces such rights.






	10.	 	COVENANTS






So long as any Bond is outstanding, each of the Issuer and the Guarantor will, and the
Guarantor shall procure that the Issuer will:




	10.1	 	Books of Account: keep, and procure that each Material Subsidiary keeps, proper books of
account and, at any time after the occurrence of an Event of Default or a Potential Event of
Default, or if the Trustee reasonably believes that such an event has occurred, so far as
permitted by applicable law, allow and procure that each Material Subsidiary will allow, the
Trustee and anyone appointed by it to whom the Issuer and/or the Guarantor and/or the relevant
Material Subsidiary has no reasonable objection, free access to its books of account at all
reasonable times during normal business hours;






	10.2	 	Notice of Events of Default etc.: notify the Trustee in writing immediately upon becoming
aware of the occurrence of any Event of Default or Potential Event of Default;






	10.3	 	Information: so far as permitted by applicable law, give to the Trustee such information as
it requires for the performance of its functions;






	10.4	 	Financial Statements etc.: send to the Trustee at the time of their issue, and in the case of
annual audited financial statements in any event (in relation to the Guarantor) within 180
days of the end of each financial year and (in relation to the Issuer) within such period as
the same are required to be provided to shareholders under Luxembourg law, one copy of every
balance sheet and profit and loss account.






	10.5	 	Certificate of Officers and Managers: send to the Trustee, when its annual audited financial
statements are available to its members, and also within 14 days after any request by the
Trustee a certificate of each of the Issuer and the Guarantor in the form or substantially in
the form set out in Schedule 4 signed respectively by any two of their officers (or in the
case of the Issuer, managers) to the effect that, having made all reasonable enquiries, to the
best of the knowledge, information and belief of such officers or managers (as the case may
be) as at a date (the “Certification Date") being not more than five days before the date of
the certificate no Event of Default or Potential Event of Default had existed or other breach
of this Trust Deed, or in the case of the Guarantor, the Guarantee, had occurred since the
date of this Trust Deed or the Certification Date of the last such certificate (if any) or, if
such an event had occurred, giving details of it and that up to such date each of the Issuer
and the Guarantor has complied with its obligations contained in this Trust Deed. The Trustee
may rely upon such certificate without further enquiry or liability;






	10.6	 	Notices to Bondholders: unless prohibited by applicable law, send to the Trustee, at least
two London business days before the date of publication, a copy of the form of each notice to
be given to Bondholders and, upon publication, one copy of each notice (such notice to be in a
form approved in writing by the Trustee) (such approval, unless so expressed, not to
constitute approval for the purpose of Section 21 of FSMA of any such notice which is a
communication within the meaning of Section 21 of the FSMA);






	10.7	 	Further Acts: so far as permitted by applicable law, do all such further things as may be
necessary in the reasonable opinion of the Trustee to give effect to this Trust Deed;






	10.8	 	Notice of late payment: forthwith give notice to the Trustee and the Bondholders of any
unconditional payment to the Paying, Transfer and Conversion Agent or the Trustee of any sum
due in respect of the Bonds made after the due date for such payment;






	10.9	 	Change in Agents: give at least 14 days’ prior notice to the Bondholders of any future
appointment, resignation or removal of any Agent or of any change by any Agent of its
specified office or, if later, notice as soon as reasonably practicable after becoming aware
thereof and not make any such appointment or removal without the written approval of the
Trustee;






	10.10	 	Validity of Trust Deed and Guarantee: not do or permit to be done any act which would
invalidate in whole or in part the liability of the Guarantor under the Guarantee or the
Issuer under this Trust Deed;






	10.11	 	Bonds held by Issuer etc.: send to the Trustee as soon as practicable after being so
requested by the Trustee a certificate of the Issuer or the Guarantor signed by any two of its
officers on behalf of the Issuer or the Guarantor, as the case may be, setting out the total
number of Bonds which, at the date of such certificate, were held beneficially by or on behalf
of the Issuer or the Guarantor, as the case may be, or their respective Subsidiaries and which
have not been cancelled;






	10.12	 	Early Redemption: give prior notice to the Trustee and the Bondholders of any proposed
redemption pursuant to Condition 8 in accordance therewith;






	10.13	 	Material Subsidiaries: in the case of the Guarantor, give to the Trustee (1) at the same
time as giving to it a certificate referred to in Clause 10.5 and (2) within 14 days of a
request by the Trustee, a report, signed by any officer of the Guarantor, or, upon the request
of the Trustee, a certificate of its Auditors, listing its Subsidiaries and those Subsidiaries
of the Guarantor which as at the last day of the last financial year of the Guarantor or as at
the date or throughout any period specified in such request, as the case may be, were Material
Subsidiaries. The Trustee may rely on such certificate without further enquiry or liability;






	10.14	 	Authorised but Unissued Capital: in the case of the Guarantor, at all times keep available
for issue free from pre-emptive or other rights (where necessary) out of its authorised but
unissued capital a sufficient number of Common Shares to enable the Conversion Rights to be
satisfied for all the Bonds from time to time (subject to the Conditions related to
conversion) remaining outstanding and to satisfy in full , subject to such Conditions, all
other rights of conversion into or exchange or subscription for Common Shares and shall ensure
that all Common Shares delivered upon conversion of Bonds pursuant to this Trust Deed will be
duly and validly issued as fully paid;






	10.15	 	Guarantee: in the case of the Guarantor, the Guarantor shall comply with the provisions of
the Guarantee as if there were, for the purposes of enforcement by the Trustee of its rights
under the Trust Deed and the Bonds, Common Shares in issue;






	10.16	 	Register: deliver or procure the delivery to the Trustee (as soon as practicable after being
so requested in writing by the Trustee) of an up-to-date copy of the register in respect of
the Bonds, certified as being a true, accurate and complete copy, on the date hereof and at
such other times as the Trustee may reasonably require;






	10.17	 	Closure of register: the Guarantor shall unless required by applicable laws or regulations
as then in effect or transfer restrictions applicable to the Bonds or Common Shares:






	 	(a)	 	not close its register of shareholders or take any other action which
prevents the transfer of the Common Shares generally unless, under applicable laws or
regulations as then in effect, the Bonds may be converted legally and the Common
Shares issued upon conversion may (subject to any limitation imposed by such
applicable laws or regulations) be transferred (as between transferor and transferee
although not as against the Guarantor) at all times during the period of such closure
or while such other action is effective; and






	 	(b)	 	not take or omit to take any action which prevents the conversion of the
Bonds or the issue of Common Shares in respect thereof.






	10.18	 	Expenses: the Guarantor shall pay the expenses arising on the issue of, and all expenses of
obtaining listing for, the Common Shares on conversion of the Bonds.






	10.19	 	Other classes of share capital: the Guarantor shall not create or issue:






	 	(a)	 	Shares of differing nominal values; or






	 	(b)	 	any class of share capital other than Common Shares authorised at the date of
this Trust Deed without giving notice to the Bondholders in accordance with Condition
17 at least 14 days (or, if practicable, 21 days) prior to the relevant record date
for the determination of shareholders entitled to vote at the general meeting of
shareholders at which the steps necessary to enable the Guarantor to create such class
of share capital is to be voted upon.






	10.20	 	Officers’ Certificate; The Guarantor shall, whenever there is an adjustment to the
Conversion Price pursuant to Condition 7.2, promptly file with the Trustee an Officers’
Certificate setting forth the adjusted Conversion Price and setting out the facts upon which
such adjustment is based.






	10.21	 	Extend Offer: the Guarantor shall if an offer is made to all (or as nearly as may be
practicable all) shareholders or all (or as nearly as may be practicable all) such
shareholders other than the offeror and/or any associate or associates of the offeror (as
defined in section 988(1) of the Companies Act 2006)) to acquire all or a majority of the
issued Common Shares, and if such offer comes to the knowledge of the Guarantor, give notice
of such offer to the Trustee and to the Bondholders as soon as practicable after any notice
thereof is sent to the Guarantor’s shareholders stating that details concerning such offer may
be obtained from the specified offices of the Paying, Transfer and Conversion Agent and, where
such an offer has been recommended by the Board of Directors of the Guarantor in accordance
with applicable laws or regulations, use its reasonable endeavours (to the extent permitted
under applicable laws or regulations) to procure that a like offer is extended to the
Bondholders and/or the holders of any Common Shares issued during the period of the offer
arising out of the exercise of Conversion Rights.






	10.22	 	Contents of Notice to Bondholders: any such notice referred to in Clause 9.1 shall state
such information as may, in the opinion of the Issuer and/or the Guarantor, be required:






	 	(a)	 	the record date, announcement date, determination date and/or effective date
(as applicable);






	 	(b)	 	in the case of the issue, grant or offer of rights or equity-related
securities, the date as of which, or period during which, the relevant rights to
subscribe for, purchase or otherwise acquire Common Shares may be exercised);






	 	(c)	 	in the case of any action which must be submitted to a general meeting of
shareholders of the Guarantor for approval, the date on which it is expected that such
general meeting of will be held; and






	 	(d)	 	in the case of any consolidation, merger, amalgamation, sale, transfer,
dissolution, liquidation or winding up, the date as of which it is expected that
holders of Common Shares will be entitled, if at all, to exchange their Common Shares
for securities or other property deliverable upon such consolidation, merger,
amalgamation, sale, transfer, dissolution, liquidation or winding up,






provided that if the exact date on which any such date will occur, or the exact date(s) on
which any such period will begin or end, is not known at the time of any such notice, such
notice shall indicate the approximate date(s) thereof and the Guarantor shall give a second
notice to the Trustee, the Agents and the Bondholders, specifying the exact date(s) as soon
as the Guarantor is aware of such date(s).




	10.23	 	Restrictions on Activities: the Issuer will remain a finance vehicle and a wholly-owned
subsidiary of the Guarantor.






	10.24	 	Use of Proceeds: the Issuer and the Guarantor will use the net proceeds from the issue of
the Bonds to repay the Second Lien Credit and Guarantee Agreement dated 31 October 2006
between the Guarantor and the parties named therein on or about the Closing Date.






	10.25	 	Liability to Tax: the Issuer and the Guarantor will (other than in respect of any tax to
which it is (or is aware that it will be) liable as at the Closing Date) promptly give notice
to the Trustee if it is required by law to withhold or account for tax in respect of any
payment due in respect of the Bonds.






	10.26	 	Listing: the Guarantor will at all times use its reasonable endeavours to obtain and
maintain the listing of the Common Shares on the American Stock Exchange or the Official List
of the UK Listing Authority or, if it is unable to do so having used its reasonable
endeavours, use its reasonable endeavours to obtain and maintain a quotation or listing of the
Common Shares on such other stock exchange or exchanges or securities market or markets as the
Guarantor may (with the prior written approval of the Trustee) decide and give notice of the
identity of such other stock exchange or exchanges or securities market or markets to the
Bondholders.






	10.27	 	Payments: the Issuer and the Guarantor will (without prejudice to Condition 9) pay moneys
payable by it to the Trustee hereunder without set off, counterclaim, deduction or
withholding, unless otherwise compelled by law. In that event, the appropriate withholding or
deduction shall be made, and no additional amounts shall be payable by the Issuer or (as the
case may be) the Guarantor to the Trustee (other than where the payments to the Trustee are in
respect of its fees, costs and expenses and amounts payable on a full indemnity basis) to
compensate for such withholding or deduction.






	10.28	 	Merger etc: the Guarantor shall if it is a party to any transaction referred to in Condition
7.9 in which the Guarantor is not the continuing corporation, use its reasonable endeavours to
obtain all consents which may be necessary or appropriate to enable the continuing corporation
to give effect to the Conversion Rights.






	10.29	 	Limited modification of rights: the Guarantor shall not modify the rights attaching to the
Common Shares with respect to voting, dividends or liquidation nor issue any other class of
equity share capital carrying any rights which are more favourable than the rights attaching
to Common Shares but so that nothing in this Clause 10.29 shall prevent (i) a consolidation or
subdivision of the Common Shares or the conversion of any Common Shares into stock or vice
versa, (ii) a modification to the rights attaching to the Common Shares which the Guarantor
can demonstrate, to the satisfaction of the Trustee, will not be materially prejudicial to the
interests of the Bondholders, (iii) any issue of equity share capital where the issue of such
equity share capital results (or would, but for the provisions of any other Conditions,
otherwise result) in an adjustment of the Conversion Price, or (iv) any issue of equity share
capital or modification of rights attaching to the Common Shares where prior thereto the
Guarantor shall have instructed an independent financial adviser to determine in good faith
what (if any) adjustments should be made to the Conversion Price as being fair and reasonable
to take account thereof and such independent financial adviser shall have determined in good
faith either that no adjustment is required or that an adjustment is required and, if so, the
new Conversion Price as a result thereof and the basis upon which such adjustment is to be
made and, in any such case, the date on which the adjustment shall take effect (and so that
the adjustment shall be made and shall take effect accordingly).






	11.	 	REMUNERATION AND INDEMNIFICATION OF THE TRUSTEE






	11.1	 	Normal Remuneration: So long as any Bond is outstanding, the Issuer, failing whom the
Guarantor, will pay to the Trustee by way of remuneration for its services as Trustee such sum
as may from time to time be agreed between them in writing. Such remuneration will accrue from
day to day from the date of this Trust Deed and shall be payable on such dates as may be
agreed between the Issuer, the Guarantor and the Trustee. However, if any payment to a
Bondholder of the moneys due in respect of any Bond is improperly withheld or refused upon due
surrender (if so required) of such Bond, such remuneration will again accrue as from the date
of such withholding or refusal until payment to such Bondholder is duly made.






	11.2	 	Extra Remuneration: (i) At any time after the occurrence of an Event of Default or Potential
Event of Default; or (ii) if the Trustee (a) finds it expedient or necessary in the interests
of Bondholders or (b) is requested by the Issuer or the Guarantor, in each case, to undertake
duties which the Trustee and the Guarantor agree to be of an exceptional nature or otherwise
outside the scope of the normal duties of the Trustee under this Trust Deed, then the Issuer,
failing whom the Guarantor, will pay such additional remuneration to the Trustee as may be
agreed between them.






	11.3	 	Remuneration in absence of agreement: Failing agreement as to any of the matters in Clause
11.2 (or as to such sums referred to in Clause 11.1), an investment bank or any other person
(acting as an expert) selected by the Trustee and approved by the Guarantor or, failing such
approval, nominated by the President for the time being of The Law Society of England and
Wales, shall determine the matters in Clause 11.2 (or such sums referred to in Clause 11.1)
(as applicable) the expenses involved in such selection and approval and the fee of the
relevant investment bank being borne by the Issuer, failing whom the Guarantor. The
determination of the relevant investment bank will, in the absence of manifest error, be
conclusive and binding on the Issuer, the Guarantor, the Trustee and the Bondholders.






	11.4	 	Expenses: The Issuer, failing whom the Guarantor, will also pay or discharge all costs,
charges, liabilities and expenses incurred by the Trustee in relation to the preparation and
execution of this Trust Deed and the performance of its functions under this Trust Deed
including, but not limited to, legal and travelling expenses and any stamp, registration,
documentary or other taxes or duties paid by the Trustee in connection with any legal
proceedings properly brought or contemplated by the Trustee against the Issuer or the
Guarantor for enforcing any obligation under this Trust Deed or the Bonds.






	11.5	 	Payment of Expenses: All such costs, charges, liabilities and expenses incurred and payments
made by the Trustee will be payable or reimbursable by the Issuer, failing whom the Guarantor
on demand by the Trustee and:






	 	(a)	 	in the case of payments made by the Trustee prior to such demand will carry
interest from the date on which the demand is made at the rate of two per cent. per
annum over the base rate of The Bank of New York on the date on which such payments
were made by the Trustee; and






	 	(b)	 	in all other cases will carry interest at such rate from 30 days after the
date on which the demand is made or (where the demand properly specifies that payment
is to be made on an earlier date) from such earlier date.






	11.6	 	Indemnity: Subject to Clause 13, the Issuer, failing whom the Guarantor, will on demand
indemnify the Trustee in respect of all liabilities and expenses incurred by it or by anyone
appointed by it or to whom any of its functions may be delegated by it in the carrying out of
its functions and against any loss, liability, cost, claim, action, demand or expense
(including, but not limited to, all costs, charges and expenses paid or incurred in disputing
or defending any of the foregoing) which any of them may incur or which may be made against
any of them arising out of or in relation to or in connection with, its appointment or the
exercise of its functions. The Contracts (Rights of Third Parties) Act 1999 shall apply to
this Clause 11.6.






	11.7	 	Provisions Continuing: The provisions of Clauses 11.4, 11.5, 11.6 and 17 will continue in
full force and effect in relation to the Trustee even if it may have ceased to be Trustee and
will survive the termination of this Trust Deed.






	12.	 	PROVISIONS SUPPLEMENTAL TO THE TRUSTEE ACT 1925 AND THE TRUSTEE ACT 2000






	12.1	 	Advice: The Trustee may act on the opinion or advice of, or information obtained from, any
lawyer, banker, valuer, broker, auctioneer, securities dealer, investment bank or other expert
considered by the Trustee to be of good repute and will not be responsible to anyone for any
loss occasioned by so acting whether such advice is obtained by or addressed to the Issuer,
the Guarantor, the Trustee or any other person and whether or not that opinion, advice or
information is subject to a limitation of liability, monetary cap or otherwise. Any such
opinion, advice or information may be sent or obtained by letter, e-mail or facsimile
transmission and the Trustee will not be liable to anyone for acting in good faith on any
opinion, advice or information purporting to be conveyed by such means even if it contains
some error or is not authentic.






	12.2	 	Trustee to Assume Due Performance: The Trustee need not notify anyone of the execution of
this Trust Deed or do anything to ascertain whether any Event of Default or Potential Event of
Default has occurred and, until it has actual knowledge or express notice to the contrary, the
Trustee may assume that no such event has occurred and that the Issuer and the Guarantor are
performing all their obligations under this Trust Deed, the Guarantee and the Bonds.






	12.3	 	Resolutions of Bondholders: The Trustee will not be responsible for having acted in good
faith upon a resolution purporting to have been passed at a meeting of Bondholders in respect
of which minutes have been made and signed even though it may later be found that there was a
defect in the constitution of such meeting or the passing of such resolution or that such
resolution was not valid or binding upon the Bondholders.






	12.4	 	Certificate Signed by Directors: The Trustee may call for and may accept as sufficient
evidence of any fact or matter or of the expediency of any act a certificate of the Issuer or
the Guarantor signed by any two directors of the Issuer or the Guarantor on behalf of the
Issuer or, as the case may be, the Guarantor as to any fact or matter upon which the Trustee
may, in the exercise of any of its functions, require to be satisfied or to have information
to the effect that, in the opinion of the person or persons so certifying, any particular act
is expedient and the Trustee need not call for further evidence and will not be responsible
for any loss that may be occasioned by acting on any such certificate.






	12.5	 	Deposit of Documents: The Trustee may appoint as custodian, on any terms, any bank or entity
whose business includes the safe custody of documents or any lawyer or firm of lawyers
believed by it to be of good repute and may deposit this Trust Deed and any other documents
with such custodian and pay all sums due in respect thereof. The Trustee is not obliged to
appoint a custodian of securities payable to bearer.






	12.6	 	Discretion of Trustee: The Trustee will have absolute and uncontrolled discretion as to the
exercise of its functions and will not be responsible for any loss, liability, cost, claim,
action, demand, expenses or inconvenience which may result from their exercise or
non-exercise.






	12.7	 	Agents: Whenever it considers it expedient in the interests of the Bondholders, the Trustee
may, in the conduct of its trust business, instead of acting personally, employ and pay an
agent selected by it, whether or not a lawyer or other professional person, to transact or
conduct, or concur in transacting or conducting, any business and to do or concur in doing all
acts required to be done by the Trustee (including the receipt and payment of money).






	12.8	 	Delegation: Whenever it considers it expedient in the interests of the Bondholders, the
Trustee may delegate to any person and on any terms (including power to sub-delegate) all or
any of its functions.






	12.9	 	Forged Bonds: The Trustee will not be liable to the Issuer, the Guarantor or any Bondholder
by reason of having accepted as valid or not having rejected any Bond or entry on the Register
purporting to be such and later found to be forged or not authentic.






	12.10	 	Confidentiality: Unless ordered to do so by a court of competent jurisdiction, the Trustee
shall not be required to disclose to any Bondholder any confidential financial,
price-sensitive or other information made available to the Trustee by the Issuer or the
Guarantor.






	12.11	 	Determinations Conclusive: As between itself and the Bondholders, the Trustee may determine
all questions and doubts arising in relation to any of the provisions of this Trust Deed.
Every such determination, whether made upon such a question actually raised or implied in the
acts or proceedings of the Trustee, will be conclusive in the absence of manifest error and
shall bind the Trustee and the Bondholders.






	12.12	 	Currency Conversion: Where it is necessary or desirable to convert any sum from one currency
to another, it will (unless otherwise provided hereby or required by law) be converted at such
rate or rates, in accordance with such method and as at such date as may reasonably be
specified by the Trustee but having regard to current rates of exchange, if available. Any
rate, method and date so specified will be binding on the Issuer, the Guarantor and the
Bondholders.






	12.13	 	Events of Default: The Trustee may determine whether or not an Event of Default or Potential
Event of Default is in its opinion capable of remedy and/or whether or not any event is in its
opinion materially prejudicial to the interests of the Bondholders. Any such determination
will be conclusive and binding upon the Issuer, the Guarantor and the Bondholders.






	12.14	 	Payment for and Delivery of Bonds: The Trustee will not be responsible for the receipt or
application by the Issuer of the proceeds of the issue of the Bonds or the exchange of the
Original Global Bond for Original Definitive Registered Bonds or the delivery of the Original
Global Bond or any Original Definitive Registered Bond to the person(s) entitled to it or
them.






	12.15	 	Bonds held by the Issuer etc.: In the absence of knowledge or express notice to the
contrary, the Trustee may assume without enquiry (other than requesting a certificate of the
Issuer and the Guarantor under Clause 10.12) that no Bonds are for the time being beneficially
held by or on behalf of the Issuer, the Guarantor or their respective Subsidiaries.






	12.16	 	Interests of Bondholders: In connection with the exercise of its powers, trusts, authorities
or discretions (including, but not limited to, those in relation to any proposed modification,
waiver or authorisation of any breach or proposed breach of any of the Conditions or any of
the provisions of this Trust Deed or any proposed substitution in accordance with Clause 16 or
any determination to be made by it under this Trust Deed), the Trustee shall have regard to
the general interests of the Bondholders as a class and shall not have regard to the
consequences of such exercise for individual Bondholders nor to circumstances particular to
individual Bondholders (whatever their number) and, in particular, but without prejudice to
the generality of the foregoing, shall not have regard to the consequences of any such
exercise for individual Bondholders resulting from their being for any purpose domiciled or
resident in, or otherwise connected with, or subject to the jurisdiction of, any particular
territory or otherwise to the tax consequences thereof and the Trustee shall not be entitled
to require, nor shall any Bondholder be entitled to claim from the Issuer, the Guarantor or
the Trustee, any indemnification or payment of any tax arising in consequence of any such
exercise upon individual Bondholders. For the avoidance of doubt, the Trustee shall not at any
time have regard to the interests of the holders of the Common Shares.






	12.17	 	No Responsibility for Share Value: The Trustee shall not at any time be under any duty or
responsibility to any Bondholder or to any other person to (i) monitor or take any steps to
ascertain whether any facts exist or may exist, which may require an adjustment to the
Conversion Price or (ii) review either the nature or extent of any such adjustment when made
or the method employed in making any such adjustment pursuant to the provisions of this Trust
Deed. The Trustee shall not at any time be under any duty or responsibility in respect of the
validity or value (or the kind or amount) of any Common Shares or other shares or any other
securities, property or cash, which may at any time be made available or delivered in the
exercise of any Conversion Right and it makes no representation with respect thereto. The
Trustee shall not be responsible for any failure of the Guarantor to make available or deliver
any Common Shares or other shares or share certificates or other securities in respect of any
Bond or of the Issuer or the Guarantor to comply with any of the covenants contained in this
Trust Deed or the Guarantee.






	12.18	 	Nominees: In relation to any asset held by it under this Trust Deed, the Trustee may appoint
any person to act as its nominee on any terms.






	12.19	 	Responsibility for agents etc.: If the Trustee exercises due care in selecting any
custodian, agent, delegate or nominee which it believes to be of good repute appointed under
this Trust Deed (an “Appointee"), it will not have any obligation to supervise the Appointee
or to be responsible for any loss, liability, cost, claim, action, demand or expense incurred
by reason of the Appointee’s misconduct or default or the misconduct or default of any
substitute appointed by the Appointee.






	12.20	 	Clearing Systems: The Trustee may call for any certificate or other document to be issued by
Euroclear or Clearstream, Luxembourg as to the principal amount of Bonds represented by a
Global Bond standing to the account of any person. Any such certificate or other document
shall, in the absence of manifest error, be conclusive and binding for all purposes. Any such
certificate or other document may comprise any form of statement or print out of electronic
records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream,
Luxembourg’s Cedcom system) in accordance with its usual procedures and in which the holder of
a particular principal amount of Bonds is clearly identified together with the amount of such
holding. The Trustee shall not be liable to any person by reason of having accepted as valid
or not having rejected any certificate or other document to such effect purporting to be
issued by Euroclear or Clearstream, Luxembourg and subsequently found to be forged or not
authentic.






	12.21	 	Legal Opinions: The Trustee shall not be responsible to any person for failing to request,
require or receive any legal opinion relating to the Bonds or for checking or commenting upon
the content of any such legal opinion and shall not be responsible for any loss, damage, cost,
charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever
incurred thereby.






	12.22	 	Expenses: The Trustee shall not be bound to take any action in connection with this Trust
Deed or the Conditions or any obligations arising pursuant thereto, including, without
prejudice to the generality of the foregoing, forming any opinion or employing any financial
adviser, where it is not reasonably satisfied that the Issuer or the Guarantor will be able to
indemnify and/or secure it against any loss, damage, cost, charge, claim, demand, expense,
judgment, action, proceeding or other liability whatsoever which may be incurred in connection
with such action.






	12.23	 	Illegality: No provision of this Trust Deed shall require the Trustee to do anything which
may (i) in its opinion based on advice received by it, be illegal or contrary to applicable
law or regulation; or (ii) cause it to expend or risk its own funds or otherwise incur any
expense, loss, damage, cost, charge, claim, demand, expense, judgment, action, proceeding or
other liability whatsoever in the performance of any of its duties or in the exercise of any
of its rights, powers or discretions, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity and/or security against such risk or loss,
damage, cost, charge, claim, demand, expense, judgment, action, proceeding or other liability
whatsoever is not assured to it.






	12.24	 	Investigation: The Trustee shall not be responsible for, or for investigating any matter
which is the subject of, any recital, statement, representation, warranty or covenant of any
person contained in these presents, or any other agreement or document relating to the
transactions contemplated in this Trust Deed or under such other agreement or document.






	12.25	 	Refrain from action: The Trustee may refrain from taking any action in any jurisdiction if
the taking of such action in that jurisdiction would, in its opinion based upon legal advice
in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent
applicable, of England. Furthermore, the Trustee may also refrain from taking such action if
it would otherwise render it liable to any person in that jurisdiction or England or if, in
its opinion based upon such legal advice, it would not have the power to do the relevant thing
in that jurisdiction by virtue of any applicable law in that jurisdiction or in England or if
it is determined by any court or other competent authority in that jurisdiction or in England
that it does not have such power.






	12.26	 	Experts and Auditors: Any certificate or report of any expert or Auditor called for by or
provided to the Trustee (whether or not addressed to the Trustee) in accordance with or for
the purposes of this Trust Deed may be relied upon by the Trustee as sufficient evidence of
the facts stated therein notwithstanding that such certificate or report and/or any engagement
letter or other document entered into by the Trustee in connection therewith contains a
monetary or other limit on the liability of such expert or such other person in respect
thereof and notwithstanding that the scope and/or basis of such certificate or report may be
limited by any engagement or similar letter or by the terms of the certificate or report
itself.






	12.27	 	Consideration of Circumstances: where it is necessary for the Trustee to consider whether
one of the events in Condition 10 is or is not materially prejudicial to the interests of
Bondholders or when deciding how to exercise its discretion under Condition 10 to give notice
to the Company that the Bonds are due and repayable, the Trustee shall have regard only to the
ability of the Issuer and/or the Guarantor to pay principal and interest in relation to the
Bonds and not to the Conversion Rights or their value and the Trustee shall have no liability
to any Bondholder for doing so.






	12.28	 	Trustee’s Consent: Any consent given by the Trustee for the purposes of this Trust Deed may
be given on such terms and subject to such conditions (if any) as the Trustee may reasonably
require.






	12.29	 	Professional Charges: Any trustee being a banker, lawyer, broker or other person engaged in
any profession or business shall be entitled to charge and be paid all proper usual
professional and other charges for business transacted and acts done by him or his partner or
firm on matters arising in connection with the trusts of this Trust Deed and also his charges
in addition to disbursements for all other work and business done and all time spent by him or
his partner or firm on matters arising in connection with this Trust Deed, including matters
which might or should have been attended to in person by a trustee not being a banker, lawyer,
broker or other professional person.






	13.	 	TRUSTEE LIABLE FOR NEGLIGENCE






Section 1 of the Trustee Act 2000 shall not apply to any function of the Trustee, provided
that if the Trustee fails to show the degree of care and diligence required of it as
trustee, nothing in this Trust Deed shall relieve or indemnify it from or against any
liability which would otherwise attach to it in respect of any fraud, negligence or wilful
default of which it may be guilty.




	14.	 	ENFORCEMENT, MODIFICATION AND WAIVER AND PROOF OF DEFAULT






	14.1	 	Modification and Waiver: The Trustee may agree, without the consent of the Bondholders, to
any modification of or to the waiver or authorisation of any breach or proposed breach of any
of the provisions of this Trust Deed, any trust deed supplemental to this Trust Deed, the
Agency Agreement, any agreement supplemental to the Agency Agreement, the Bonds, the
Conditions, or the Guarantee or determine without any such consent as aforesaid that any Event
of Default or Potential Event of Default shall not be treated as such (provided that the
Trustee will not do so in contravention of an express direction given by Extraordinary
Resolution or a request made pursuant to Condition 10), where, in any such case, it is not, in
the opinion of the Trustee, materially prejudicial to the interests of the Bondholders so to
do or may agree, and without any such consent as aforesaid, to any modification which is, in
the opinion of the Trustee, of a formal, minor or technical nature or is made to correct a
manifest error or to comply with mandatory provisions of law. Any such modification,
authorisation, determination or waiver shall be binding on the Bondholders and, if the Trustee
so requires, such modification, authorisation, determination or waiver shall be notified to
the Bondholders promptly in accordance with Condition 17.






	14.2	 	Proof of Default: If it is proved that as regards any specified Bond the Issuer or the
Guarantor has made default in paying any sum due to the relevant Bondholder such proof will
(unless the contrary be proved) be sufficient evidence that the same default has been made as
regards all other Bonds which are then payable.






	14.3	 	Legal Proceedings: At any time after the Bonds have become due and payable, the Trustee may,
at its discretion and without further notice, take such proceedings against the Issuer or the
Guarantor as it may think fit to recover any amounts due in respect of the Bonds and to
enforce the provisions of this Trust Deed or the Conditions, but it will not be bound to take
any such proceeding unless (a) it shall have been so directed by an Extraordinary Resolution
or so requested in writing by the holders of at least one quarter in principal amount of the
Bonds then outstanding; and (b) it shall have been indemnified and/or secured to its
satisfaction against all liabilities, proceedings, claims and demands to which it may thereby
become liable and all costs, charges and expenses which may be incurred by it in connection
therewith and provided that the Trustee shall not be held liable for the consequence of taking
any such action and may take such action without having regard to the effect of such action on
individual Bondholders. Only the Trustee may enforce the provisions of the Bonds or this Trust
Deed and no Bondholder shall be entitled to proceed directly against the Issuer unless the
Trustee, having become bound so to proceed, fails to do so within a reasonable time and such
failure is continuing.






	15.	 	TRUSTEE NOT PRECLUDED FROM ENTERING INTO CONTRACTS






The Trustee and any other person, whether or not acting for itself may acquire, hold or
dispose of, any Bond or any Common Shares or other securities (or any interest therein) of
the Issuer or the Guarantor or any other person with the same rights as it would have had
if the Trustee were not Trustee and may enter into or be interested in any contracts or
transactions with the Issuer, the Guarantor, or any such person may act on, or as
depositary or agent for, any committee or body of holders of any securities of the Issuer
or the Guarantor or any such person and will not be liable to account for any profit.




	16.	 	APPOINTMENT, RETIREMENT AND REMOVAL OF THE TRUSTEE






	16.1	 	Appointment: Subject as provided in Clause 16.2 below, the Issuer has the power of appointing
a new trustee or trustees but no person will be so appointed unless previously approved by an
Extraordinary Resolution. A trust corporation will at all times be a Trustee and may be the
sole Trustee. Any appointment of a new Trustee will be notified by the Issuer, failing whom
the Guarantor, to the Bondholders and the Paying, Transfer and Conversion Agent as soon as
practicable.






	16.2	 	Retirement and Removal: Any Trustee may retire at any time on giving not less than three
months’ notice in writing to the Issuer and the Guarantor without giving any reason and
without being responsible for any costs occasioned by such retirement and the Bondholders may
by Extraordinary Resolution remove any Trustee provided that the retirement or removal of any
sole trustee or sole trust corporation will not become effective until a trust corporation is
appointed as successor Trustee. If a sole trustee or sole trust corporation gives notice of
retirement or an Extraordinary Resolution is passed for its removal under this Clause 16.2,
the Issuer and/or the Guarantor will use all reasonable endeavours to procure that another
trust corporation be appointed as Trustee but if it fails to do so before the expiry of such
three month notice period or within three months of such Extraordinary Resolution, the Trustee
shall have the power to appoint a new Trustee.






	16.3	 	Co-Trustees: The Trustee may, despite Clause 16.1, by notice in writing to the Issuer and the
Guarantor appoint anyone to act as an additional Trustee jointly with the Trustee:






	 	(a)	 	if the Trustee considers such appointment to be in the interests of the
Bondholders; or






	 	(b)	 	for the purpose of conforming with any legal requirement, restriction or
condition in any jurisdiction in which any particular act is to be performed; or






	 	(c)	 	for the purpose of obtaining a judgment in any jurisdiction or the
enforcement in any jurisdiction against the Issuer or the Guarantor of either a
judgment already obtained or any of the provisions of this Trust Deed.






Subject to the provisions of this Trust Deed the Trustee may confer on any person so
appointed such functions as it thinks fit. The Trustee may by notice in writing to the
Issuer and the Guarantor and such person remove any person so appointed. At the request of
the Trustee, the Issuer and the Guarantor will do all things as may be required to perfect
such appointment or removal and it irrevocably appoints the Trustee to be its attorney in
its name and on its behalf to do so.




	16.4	 	Competence of a Majority of Trustees: If there are more than two Trustees the majority of
such Trustees will (provided such majority includes a trust corporation) be competent to carry
out all or any of the Trustee’s functions.






	16.5	 	Merger: Any corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible under this
Clause 16, without the execution or filing of any paper or any further act on the part of any
of the parties hereto.






	17.	 	CURRENCY INDEMNITY






	17.1	 	Currency of Account and Payment: U.S. dollars or, in relation to Clause 11, pounds sterling,
(the “Contractual Currency”) is the sole currency of account and payment for all sums payable
by the Issuer and the Guarantor under or in connection with this Trust Deed and the Bonds,
including damages.






	17.2	 	Extent of Discharge: An amount received or recovered in a currency other than the Contractual
Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of
any jurisdiction, in the insolvency, winding-up or dissolution of the Issuer, the Guarantor or
otherwise), by the Trustee or any Bondholder in respect of any sum expressed to be due to it
from the Issuer or Guarantor will only discharge the Issuer or, as the case may be, the
Guarantor to the extent of the Contractual Currency amount which the recipient is able to
purchase with the amount so received or recovered in that other currency on the date of that
receipt or recovery (or, if it is not practicable to make that purchase on that date, on the
first date on which it is practicable to do so).






	17.3	 	Indemnity: If that Contractual Currency amount is less than the Contractual Currency amount
expressed to be due to the recipient under this Trust Deed or the Bonds, the Issuer, failing
whom the Guarantor, will indemnify it against any loss sustained by it as a result. In any
event, the Issuer, failing whom the Guarantor will indemnify the recipient against the cost of
making any such purchase.






	17.4	 	Indemnity separate: The indemnities in this Clause 17 and in Clause 11.6 constitute separate
and independent obligations from the other obligations in this Trust Deed, will give rise to a
separate and independent cause of action, will apply irrespective of any indulgence granted by
the Trustee and/or any Bondholder and will continue in full force and effect despite any
judgment, order, claim or proof for a liquidated amount in respect of any sum due under this
Trust Deed, the Bonds or any other judgment or order.






	18.	 	COMMUNICATIONS





	 	 	 
	Any communication shall be by letter or facsimile transmission:

	in the case of the Issuer, to it at:

	Address:

	 	560A, rue de Neudorf

L-2220, Luxembourg
	Fax no.:

Attention:

	 	(713) 307 8794

Mike Kirksey







with a copy to the Guarantor




in the case of the Guarantor, to it at:



	 	 	 
	Address:

	 	1000 Main Street

Suite 3300

Houston

Texas 77002

United States of America
	Fax no.:

	 	(713) 307 8742
	Attention:

	 	Karen Paganis

Vice-President – Legal and Corporate Secretary
	and in the case of the Trustee, to it at:

	Address:

	 	BNY Corporate Trustee Services Limited

One Canada Square

London E14 5AL

United Kingdom
	Fax no.:

	 	+44 207 964 2536
	Attention:

	 	Trustee Administration Services







or to such other address, facsimile number or attention details as shall have been notified
(in accordance with this Clause 19) to the other parties hereto. Communications will take
effect, in the case of delivery, when delivered or, in the case of facsimile transmission,
when despatched. Communications not by letter shall be confirmed by letter but failure to
send or receive that letter shall not invalidate the original communication.




	19.	 	GOVERNING LAW AND JURISDICTION






	19.1	 	Governing Law: This Trust Deed shall be governed by and construed in accordance with English
law.






	19.2	 	Jurisdiction: The courts of England are to have jurisdiction to settle any disputes which may
arise out of or in connection with this Trust Deed, the Bonds and accordingly any legal action
or proceedings arising out of or in connection with this Trust Deed or the Bonds
(“Proceedings") may be brought in such courts. The Issuer and the Guarantor irrevocably submit
to the jurisdiction of such courts and waive any objections to Proceedings in such courts on
the ground of venue or on the ground that the Proceedings have been brought in an inconvenient
forum. This submission is for the benefit of each of the Trustee and the Bondholders and shall
not limit the right of any of them to take Proceedings in any other court of competent
jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the
taking of Proceedings in any other jurisdiction (whether concurrently or not).






	19.3	 	Service of Process: The Issuer and the Guarantor irrevocably appoint Endeavour Energy UK
Limited at its registered office at Vinson & Elkins L.L.P. City Point, 33rd Floor
One Ropemaker Street, London EC2Y 9UE as its authorised agent for service of process in
England in relation to Proceedings. Nothing in this Agreement shall affect the right to serve
process in any other manner permitted by law.






	20.	 	COUNTERPARTS






This Trust Deed and any Trust Deed supplemental hereto may be executed and delivered in any
number of counterparts, all of which, taken together, shall constitute one and the same
deed and any party to this Trust Deed or any Trust Deed supplemental hereto may enter into
the same by executing and delivering a counterpart.




	21.	 	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999






A person who is not a party to this Agreement has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Agreement except to the extent (if any)
that this Trust Deed expressly provides for such Act to apply to any of its terms.




	22.	 	SEVERABILITY






In case any provision in or obligation under this Trust Deed shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.



3




SCHEDULE 1




Form of Original Definitive Registered Bond




On the front:



ISIN: XS0342120747



THE BONDS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IF SUCH TRANSFER IS EFFECTED (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULES 903 OR 904 (INCLUDING PRELIMINARY NOTES) OF REGULATION S UNDER THE SECURITIES ACT, (2)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS.



ENDEAVOUR ENERGY LUXEMBOURG S.A.R.L.




(incorporated with limited liability under the laws of the Grand Duchy of Luxembourg)




ENDEAVOUR INTERNATIONAL CORPORATION




(Incorporated under the laws of the state of Nevada)




U.S.$40,000,000 11.5 per cent. Guaranteed Convertible Bonds due 2014




This Bond is a Definitive Registered Bond and forms part of a series designated as specified in the
title (the “Bonds") of Endeavour Energy Luxembourg S.a.r.l. (the “Issuer") and constituted by the
Trust Deed referred to on the reverse hereof. The Bonds are subject to, and have the benefit of,
that Trust Deed and the terms and conditions (the “Conditions") set out on the reverse hereof.



The Issuer hereby certifies that [     ] is/are, at the date hereof, entered in the Register as the
holder(s) of Bonds in the principal amount of U.S.$[     ]. For value received, the Issuer promises
to pay the person who appears at the relevant time on the register of Bondholders as holder of the
Bonds in respect of which this Definitive Registered Bond is issued, such amount or amounts as
shall become due and payable from time to time in respect of such Bonds and otherwise to comply
with the Conditions.



The Bonds represented by this certificate are convertible into common shares of par value of
U.S.$0.001 in Endeavour International Corporation (the “Guarantor") subject to and in accordance
with the Conditions and the Trust Deed.



The statements set forth in the legend above are an integral part of the Bonds in respect of which
this certificate is issued and by acceptance hereof each holder agrees to be subject to and bound
by the terms and provisions set forth in each such legend.



This Definitive Registered Bond is evidence of entitlement only. Title to Registered Bonds passes
only on due registration on the Register and only the duly registered holder is entitled to
payments in respect of this Bond.



This Definitive Registered Bond shall not be valid or become obligatory for any purpose until
authenticated by or on behalf of the Registrar.



This Definitive Registered Bond is governed by, and shall be construed in accordance with, English
law.



In Witness whereof the Issuer has caused this Bond to be signed in facsimile on its behalf.



Dated [     ]



...........................



By:

Name: Mike Kirksey

Title: Category A Manager




For and on behalf of



ENDEAVOUR ENERGY LUXEMBOURG S.A.R.L.



This Registered Bond is authenticated by



or on behalf of the Registrar without warranty, recourse or liability



By:



Authorised Signatory



On the back:



Terms and Conditions




TERMS AND CONDITIONS OF THE BONDS




The issue of the U.S.$40,000,000 11.5 per cent. Guaranteed Convertible Bonds due 2014 (the “Bonds",
which term shall, unless otherwise indicated, include any further bonds issued pursuant to
Condition 18 (Further Issues) and consolidated and forming a single series therewith) was (save in
respect of any such further bonds) authorised by a resolution of the board of directors of
Endeavour Energy Luxembourg S.à.r.l. (the “Issuer") passed on 23 January 2008. The giving of the
guarantee (the “Guarantee") by Endeavour International Corporation (the “Guarantor”) in respect of
the Bonds was authorised by a resolution of the Board of Directors of the Guarantor passed on 18
January 2008.



The Bonds are constituted by a trust deed dated 24 January 2008 (the “Trust Deed") between the
Issuer, the Guarantor and BNY Corporate Trustee Services Limited (the “Trustee", which expression
shall include all persons for the time being appointed as the trustee or trustees under the Trust
Deed) as trustee for the holders (as defined below) of the Bonds. The statements set out in these
Terms and Conditions (the “Conditions") are summaries of, and are subject to, the detailed
provisions of the Trust Deed, which includes the forms of the Bonds in both global and definitive
form. The Bondholders (as defined below) are entitled to the benefit of, and are bound by, and are
deemed to have notice of, all the provisions of the Trust Deed and those provisions applicable to
them which are contained in the Paying, Transfer and Conversion Agency Agreement dated 24 January
2008 (the “Agency Agreement") relating to the Bonds between the Issuer, the Guarantor, the Trustee
and The Bank of New York in its capacity as paying, transfer and conversion agent (the “Paying,
Transfer and Conversion Agent", which expression shall include any successor as paying, transfer
and conversion agent under the Agency Agreement) and The Bank of New York in its capacity as
registrar (the “Registrar” which expression shall include any successor registrar under the Agency
Agreement.



Capitalised terms used but not defined in these Conditions shall have the meanings ascribed to them
in the Trust Deed unless, in any case, the context otherwise requires or unless otherwise stated.




	1.	 	FORM, DENOMINATION AND TITLE






	1.1	 	Form and Denomination






The Bonds are in registered form, serially numbered in initial principal amounts of
U.S.$1,000 and integral multiples thereof (each an “Authorised Denomination") without
coupons attached. The Bonds will initially be represented by a global bond in registered
form (the “Global Bond"). The Global Bond will be issued in registered form and thereafter
in accordance with the Conditions and may be exchangeable in limited circumstances into
definitive Bonds in registered form. Bonds in definitive form (if any) will be issued only
upon exchange of interests in the Global Bond in the limited circumstances described in the
Global Bond.




The Global Bond is exchangeable in whole but not in part (free of charge to the holder) for
Bonds in definitive form if the Global Bond is held on behalf of Euroclear or Clearstream,
Luxembourg or such other clearing system as shall have been approved by the Trustee (the
“Alternative Clearing System") and any such clearing system is closed for business for a
continuous period of 14 days or more (other than by reason of legal holidays) or announces
an intention permanently to cease business or does in fact do so by such holder giving
notice to the Paying, Transfer and Conversion Agent; and a certificate to such effect signed
by two directors of the Issuer is delivered to the Trustee. Thereupon the holder of the
Global Bond may give notice to the Trustee and the Paying, Transfer and Conversion Agent, of
its intention to exchange the Global Bond for Bonds in definitive form on or after the
Exchange Date specified in the notice.




On or after the Exchange Date, the holder of the Global Bond may surrender it to or to the
order of the Registrar. In exchange for a Global Bond, the Issuer shall deliver, or procure
to delivery of, an equal aggregate principal amount of duly executed and authenticated
Bonds in definitive form.




“Exchange Date” means a day falling not less than 60 days after that on which the notice
requiring exchange is given (as specified in such notice) and on which banks are open for
business in the city in which the specified office of the Registrar is located.




Except as otherwise described herein, each Global Bond is subject to the Conditions and the
Trust Deed and, until it is exchanged for Bonds in definitive form, its holder shall be
entitled to the same benefits as if it were the holder of the Bonds in definitive form for
which is may be exchanged and as if such Bonds in definitive form had been issued on the
date of the Global Bond.




Notwithstanding any other provision hereof, the Bonds will be issued in, registered form and
imprinted with the legend described below, which shall remain on such Bonds until (i) at
least one year has elapsed from the date of issuance of the Bonds, (ii) the holder has
delivered to the Issuer an opinion of counsel satisfactory to the Issuer to the effect that
the legend on the Bonds may be removed under the U.S. Securities Act of 1933 (the
“Securities Act”), or (iii) the Issuer has determined otherwise in compliance with
applicable law: “THE BONDS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IF SUCH TRANSFER IS EFFECTED (1) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULES 903 OR 904 (INCLUDING PRELIMINARY NOTES) OF
REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF OTHER JURISDICTIONS.




	1.2	 	Title






Title to the Bonds will pass by transfer and registration (as described in Conditions 4
(Registration) and 5 (Transfer of Bonds)). The Issuer, the Guarantor, the Trustee, the
Registrar and the Paying, Transfer and Conversion Agent will (except as otherwise required
by law) deem and treat the holder of any Bond as the absolute owner thereof (whether or not
overdue and notwithstanding any notice of ownership or writing thereon or notice of any
previous loss or theft thereof or that of the related certificate as appropriate or anything
written on it or on the certificate representing it (other than a duly executed transfer
thereof)) for all purposes. If the Bonds are to be transferred to any person, the prior
written consent of the Issuer shall be obtained, such consent not to be unreasonably
withheld or delayed, so as to comply at all times with the prohibition imposed on the Issuer
by Article 188 of the Luxembourg law of 10 August 1915 concerning commercial companies with
respect to public issues of bonds.




	2.	 	STATUS, GUARANTEE AND NEGATIVE PLEDGE






	2.1	 	Status






The Bonds constitute senior, unsubordinated, direct, unconditional and (subject to Condition
2.3 (Negative Pledge)) unsecured obligations of the Issuer and shall at all times rank pari
passu and without any preference among themselves. The obligations of the Issuer under the
Bonds shall, save for such exceptions as may be provided by applicable law that are both
mandatory and of general application, at all times rank at least equally with all its other
present and future unsecured and unsubordinated obligations.




	2.2	 	Guarantee






The payment of all amounts payable in respect of the Bonds and all other moneys payable
under or pursuant to the Trust Deed has been unconditionally and irrevocably guaranteed by
the Guarantor in the Trust Deed. The obligations of the Guarantor under the Guarantee
constitute senior, unsubordinated, direct, unconditional and (subject to Condition 2.3
(Negative Pledge)) unsecured obligations of the Guarantor and shall, save for such
exceptions as may be provided by applicable law that are both mandatory and of general
application, at all times rank at least equally with all its other present and future
unsecured and unsubordinated obligations.




	2.3	 	Negative Pledge






So long as any Bond remains outstanding (as defined in the Trust Deed), neither the Issuer
nor the Guarantor will create, incur, assume or permit to subsist any security upon the
whole or part of its assets or reserves to secure (i) any Relevant Debt; or (ii) any
guarantees in respect of any Relevant Debt, without at the same time or prior thereto
securing the Bonds equally and rateably therewith to the satisfaction of the Trustee or
providing such other security for the Bonds as the Trustee in its absolute discretion shall
deem not to be materially less beneficial to the Bondholders or which shall be approved by
an Extraordinary Resolution of Bondholders.




	3.	 	DEFINITIONS






In these Conditions:




“Authorised Denomination” has the meaning provided in Condition 1.1 (Form and Denomination).




“Board of Directors” means the Board of Directors of the Guarantor.




“Bondholder” and “holder” mean, in relation to a Bond, the person in whose name the Bond is
registered in the Register.




“business day” means, in relation to any place, a day (other than a Saturday or Sunday) on
which commercial banks and foreign exchange markets are open for business in such place.




“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.




"Cash Equivalent” has the meaning given in Condition 11.3.




A “Change of Control” of the Guarantor shall be deemed to have occurred at such time after
the Closing Date 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 per cent. or more of the total voting power of
the total outstanding Voting Stock of the Guarantor other than an acquisition by
the Guarantor, any of its Subsidiaries or any employee benefit plans of the
Guarantor; or






	 	(ii)	 	the Guarantor 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 Guarantor 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 Guarantor and (2) pursuant to which
holders of the Capital Stock of the Guarantor immediately prior to the
transaction are entitled to exercise, directly or indirectly, 50 per cent.
or more of the total voting power of all shares of the Capital Stock of
the Guarantor 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
Guarantor’s jurisdiction of incorporation and resulting in a
reclassification, conversion or exchange of outstanding Common Shares
solely into shares of common stock of the surviving entity; or






	 	(C)	 	any transaction in which all of the consideration for
the Common Shares (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 Bonds 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 Guarantor, 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 Guarantor pass a special resolution
approving a plan of liquidation or dissolution and no additional approvals of
the Guarantor’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
United States Securities and Exchange Commission 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.




“Change of Control Early Redemption Date” has the meaning given in Condition 8.2(c).




“Change of Control Period” means the period commencing on the day on which the Issuer or the
Guarantor, as the case may be, gives a Change of Control Notice to Bondholders in accordance
with Condition 11.2, and ending on (and including) the 30th day thereafter.




“Change of Control Redemption Price” means, in respect of each Bond of the Authorised
Denomination, the greater of:




	 	(i)	 	the number of Common Shares which the holder would have been
entitled to receive had the holder exercised its Conversion Right in respect of
such Bond immediately prior to such Change of Control multiplied by the price of
the Common Shares tendered in the Change of Control; and






	 	(ii)	 	an amount equal to the greater of:






	 	(A)	 	115 per cent. of the amount which is equal to the sum
of Outstanding Principal Amount of the Bond of the Authorised Denomination
and the interest that has accrued on such Bond from (and including) the
most recent Interest Capitalisation Date (or if none, the Closing Date) to
(but excluding) the Change of Control Early Redemption Date; and






	 	(B)	 	the Internal Rate of Return Threshold,






where “Internal Rate of Return Threshold” means in respect of each Bond with an initial
principal amount of U.S.$1,000 on the Closing Date, an amount equal to (a) the Outstanding
Principal Amount of the Bond and any interest accrued on such Bond from (and including) the
most recent Interest Capitalisation Date (or if none, the Closing Date) to (but excluding)
the Change of Control Early Redemption Date plus (b) an amount sufficient to generate a 15
per cent. pre-tax annual internal rate of return on such U.S.$1,000 from the Closing Date to
(and including) the Change of Control Early Redemption Date,




PROVIDED that if Change of Control Redemption Date falls on any day which is after 30 months
following the Closing Date, then the applicable Change of Control Redemption Price will be
the greater of (i) and (ii)(B) above.




“Closing Date” means a date on or about 24 January 2008.




“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
Guarantor.






“Common Shares” means shares of the common stock with par value U.S.$0.001 in the capital of
the Guarantor, authorised as at the Closing Date.




“Conversion Date” has the meaning provided in Condition 7.2(a).




“Conversion Notice” has the meaning provided in Condition 7.2(a).




“Conversion Price” has the meaning provided in Condition 7.1(b).




“Conversion Right” has the meaning provided in Condition 7.1(a).




“Convertible Securities” means any stock or security convertible into or exchangeable for
Common Shares.




“Excluded Shares” means (a) Common Shares issuable upon conversion of the Bonds or issuable
in payment of any interest in respect of the Bonds, (b) Common Shares issued upon the
exercise of options therefor issued to officers, directors, employees or consultants of the
Guarantor pursuant to a stock option plan existing as of the Closing Date or thereafter
approved by the stockholders of the Guarantor, (c) Common Shares issued other than for
capital raising purposes to an individual, not previously an officer, director or employee
of the Guarantor as an inducement material to such individual entering into employment with
the Guarantor, (d) Common Shares issuable upon the exercise or conversion of any Options or
Convertible Securities outstanding as of the Closing Date (provided that such exercise or
conversion occurs in accordance with the terms thereof, without modification or amendment
and at the exercise or conversion price or ratio in effect immediately prior to the Closing
Date), (e) Common Shares sold by the Guarantor solely for the purpose of raising funds
necessary to satisfy the Guarantor’s tax withholding obligations under applicable federal
and state tax law arising as a result of the payment of dividends on the Series C Preferred
Stock in the form of Common Shares, and (f) other securities designated as “Excluded Shares”
by the holders of a majority in principal amount of the Bonds.




“Extraordinary Resolution” has the meaning provided in the Trust Deed.




“Group” means the Guarantor and its Subsidiaries.




“Interest Capitalisation Date” has the meaning provided in Condition 6.1 (Interest Rate).




“Market Price” has the meaning provided in Condition 7.2(c).




“Material Subsidiary” means any direct or indirect Subsidiary of the Guarantor that meets
any of the following conditions:




	 	(1)	 	the Guarantor’s and its other Subsidiaries’ investments in and advances to such
Subsidiary exceed 10 per cent. of the total assets of the Guarantor and its
Subsidiaries consolidated as of the end of the most recently completed fiscal year;






	 	(2)	 	the Guarantor’s and its other Subsidiaries’ proportionate share of the total
assets (after intercompany eliminations) of such Subsidiary exceed 10 per cent. of the
total assets of the Guarantor and its Subsidiaries consolidated as of the end of the
most recently completed fiscal year; or






	 	(3)	 	the Guarantor’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 per cent. of such income
of the Guarantor and its Subsidiaries consolidated for the most recently completed
fiscal year.






“Maturity Date” means 24 January 2014.




“Options” means any options, warrants or other rights to subscribe for or to purchase, or
any options for the purchase of, any Common Shares or Convertible Securities.




“Outstanding Principal Amount” means, at any time, the aggregate principal amount
outstanding of the Bonds, including any amount which has been capitalised in accordance with
Condition 6.1 and “Outstanding Principal Amount of the Bond” means at any time the
Authorised Denomination plus any amount which has been capitalised in accordance with
Condition 6.1.




“Project Finance Indebtedness” means any indebtedness (other than such indebtedness incurred
by the Guarantor) incurred to finance the ownership, acquisition, construction, development
and/or operation of an asset or portfolio of assets in respect of which the person or
persons to whom such indebtedness is or may be owed by the relevant borrower (whether or not
a member of the Group) have no recourse whatsoever to any member of the Group for the
repayment of or a payment of any sum relating to such indebtedness other than:




	 	(a)	 	recourse to such borrower for amounts limited to the aggregate cash flow or net
cash flow (other than historic cash flow or historic net cash flow) from such assets;
and/or






	 	(b)	 	recourse to such borrower for the purpose only of enabling amounts to be
claimed in respect of such indebtedness in an enforcement of any encumbrance given by
such borrower over such assets or the income, cash flow or other proceeds deriving
therefrom to secure such indebtedness or any encumbrance given by any holding company
of the borrower over any equity in the borrower (except where, in relation to the grant
of any encumbrance over the equity in the borrower, the borrower is a Material
Subsidiary or is a Subsidiary of the Guarantor (other than a Subsidiary which is a
single purpose company whose principal assets and business are constituted by the
ownership, acquisition, financing, development and/or operation of an asset or a
portfolio of assets and the indebtedness (in respect of which such encumbrance has been
granted) has been incurred in connection with the financing of the ownership,
acquisition, development and/or operation of such asset or portfolio of assets)) or any
recourse referred to in (c) below, provided that (A) the extent of such recourse to
such borrower is limited solely to the amount of any recoveries made on any such
enforcement; and (B) such person or persons is or are not entitled, by virtue of any
right or claim arising out of or in connection with such indebtedness, to commence
proceedings for the winding up or dissolution of the borrower or to appoint or procure
the appointment of any receiver, trustee or similar person or officer in respect of the
borrower or any of its assets (save for the assets the subject of such encumbrance);
and/or






	 	(c)	 	recourse to such borrower generally or directly or indirectly to a member of
the Group (other than the Guarantor or a Material Subsidiary) under, in each case, any
form of completion guarantee, assurance or undertaking, which recourse is limited to a
claim for damages (other than liquidated damages and damages required to be calculated
in a specific way) for breach of an obligation (not being a payment obligation or an
obligation to procure payment by another or an obligation to comply or to procure
compliance by another with any financial ratios or other tests of financial condition)
by the person against whom such recourse is available; and/or






	 	(d)	 	recourse to another member of the Group (including the Guarantor) in respect of
any contractual commitment to provide equity or subordinated debt or in respect of
letters of credit or guarantees relating to any such equity commitment or subordinated
debt and in each case were entered into as an initial and integral part of such Project
Finance Indebtedness.






“Put Option Redemption Date” has the meaning provided in Condition 8.2.




“Record Date” means, in respect of a payment, the seventh London business day before the due
date for the relevant payment.




“Register” has the meaning provided in Condition 4 (Registration).




“Relevant Date” means, in respect of any Bond the date on which said payment first becomes
due except that, if the full amount of the moneys payable has not been duly received by the
Paying, Transfer and Conversion Agent or the Trustee on or prior to such due date, it means
the date on which, the full amount of such moneys having been so received, notice to that
effect is duly given to the Bondholders in accordance with Condition 17.




"Relevant Debt” means, any present or future indebtedness of the Issuer or the Guarantor or
any other person in the form of, or represented by, bonds, notes, debentures, loan stock or
other securities which have an original maturity of more than one year from its date of
issue and which are for the time being, or are capable of being, quoted, listed or
ordinarily dealt in or on any stock exchange over the counter or other securities market but
excluding Project Finance Indebtedness.




“Series C Conversion Price” means the Conversion Price as defined in the Certificate of
Designation of the Series C Preferred Stock.




“Series C Preferred Stock” means the Series C Preferred Stock, par value U.S.$0.0001 per
            shares, of the Guarantor.




"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 Guarantor, by one or more Subsidiaries of the Guarantor or by the
Guarantor and one or more Subsidiaries of the Guarantor, (ii) a partnership in which the
Guarantor or a Subsidiary of the Guarantor 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 Guarantor, a Subsidiary of the Guarantor or the Guarantor and one or more
Subsidiaries of the Guarantor, 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.




“Target Price” is U.S.$2.36, subject to any adjustments to the Conversion Price pursuant to
Conditions 7.2(c) (i) and (ii).




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




“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.




	4.	 	REGISTRATION






The Issuer will cause a register (the “Register") to be kept at the specified office of the
Registrar outside the United Kingdom on which will be entered the names and addresses of the
holders of the Bonds and the particulars of the Bonds held by them and of all transfers,
redemptions and conversions of Bonds. In the event definitive Bonds are issued, holders of
Bonds will be entitled to receive only one Bond in respect of their respective holdings.




	5.	 	TRANSFER OF BONDS






	5.1	 	Transfer






Bonds may, subject to the terms of the Agency Agreement and to Conditions 1.2 (Title), 5.2
(Formalities Free of Charge) and 5.3 (Closed Periods), be transferred in whole or in part in
an Authorised Denomination by lodging the relevant Bond (with the form of application for
transfer in respect thereof duly executed and duly stamped where applicable) at the
specified office of the Registrar or the Paying, Transfer and Conversion Agent.




No transfer of a Bond will be valid unless and until entered on the Register. A Bond may be
registered only in the name of, and transferred only to, a named person (or persons, not
exceeding four in number).




The Registrar will, within seven Business Days (as defined below) of any duly made
application for the transfer of a Bond, deliver a new Bond to the transferee (and, in the
case of a transfer of part only of a Bond, deliver a Bond for the untransferred balance to
the transferor), at the specified office of the Registrar, or (at the risk and, if mailed at
the request of the transferee or, as the case may be, the transferor otherwise than by
ordinary uninsured mail, at the expense of the transferee or, as the case may be, the
transferor) mail the Bond by ordinary uninsured mail to such address as the transferee or,
as the case may be, the transferor may request.




The Bonds have not been registered under the Securities Act and may not be offered, resold,
pledged or otherwise transferred by such purchaser except (a) (i) in an offshore transaction
meeting the requirements of Rule 903 or Rule 904 of Regulation S, (ii) pursuant to an
effective registration statement under the Securities Act, or (iii) pursuant to an available
exemption from the registration requirements of the Securities Act and (b) in accordance
with all applicable securities laws of the states of the United States and other
jurisdictions.




Prior to one year after the issuance of the Bonds by the Issuer, every purchaser of Bonds
will be required to certify either that it (i) is not a “US Person” within the meaning of
Regulation S and is not acquiring the securities for the account or benefit of any such US
Person or (ii) is a US Person who purchased securities in a transaction that did not require
registration under the Securities Act. Further, every purchaser of the Bonds will be
required to agree to resell such Bonds only (i) in certain transactions deemed offshore from
the United States in accordance with the requirements of Regulation S, (ii) pursuant to an
effective registration statement under the Securities Act, or (iii) pursuant to an available
exemption from registration.




Prior to any proposed transfer of Bonds other than pursuant to an effective registration
statement under the Securities Act, the transferee of Bonds will be required to provide
certifications and other documentation relating to the non-US Person status of such
transferee, and the transferor or transferor will be required to supply an opinion of
counsel, satisfactory to the Company, to the effect that the transfer is in compliance with
the registration requirements of the Securities Act and any applicable securities law of a
state of the United States, unless the company determines otherwise in accordance with
applicable law.




	5.2	 	Formalities Free of Charge






Such transfer will be effected without charge subject to (i) the person making such
application for transfer paying or procuring the payment of any taxes, duties and other
governmental charges in connection therewith, (ii) the Registrar being satisfied with the
documents of title and/or identity of the person making the application and (iii) such
reasonable regulations as the Issuer may from time to time agree with the Registrar and the
Trustee.




	5.3	 	Closed Periods






Neither the Issuer nor the Registrar will be required to register the transfer of any Bond
(or part thereof) (i) during the period of 15 calendar days immediately prior to the
Maturity Date; or (ii) in respect of which a Conversion Notice (as defined in Condition
7.2(a)) has been delivered in accordance with Condition 7.2(a); or (iii) in respect of which
a holder has exercised its right to require the Issuer to redeem the Bonds pursuant to
Condition 8.2.




	5.4	 	Business Day






In this Condition 5, “Business Day” means a day (other than a Saturday or Sunday) on which
commercial banks are open for business in the place of the specified office of the
Registrar.




Bonds represented by the Global Bond are transferable in accordance with the rules and
procedures for the time being of Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream
Banking, société anonyme (“Clearstream, Luxembourg”) as appropriate.




	6.	 	INTEREST






	6.1	 	Interest Rate






Subject as provided below, the Bonds bear interest from and including the Closing Date at
the rate of 11.5 per cent. per annum calculated by reference to the principal amount thereof
and which will be capitalised by adding to the Outstanding Principal Amount from time to
time of the Bonds quarterly in arrear on 31 March, 30 June, 30 September and 31 December in
each year (each an “Interest Capitalisation Date"), commencing on the Interest
Capitalisation Date falling on 31 March 2008 (the “First Capitalisation Date”). The amount
of interest per Authorised Denomination capitalised on the First Capitalisation Date will be
in respect of the period from (and including) the Closing Date to (but excluding) the First
Capitalisation Date and will amount to U.S.$21.72. The amount of interest per Authorised
Denomination capitalised in respect of the last Interest Period from (and including) 31
December 2013 to (but excluding) the Maturity Date will amount to U.S.$15.03.




Where interest is required to be calculated for any period which is not an Interest Period
it will be calculated on the basis of a 360 day year consisting of 12 months of 30 days
each, and in the case of an incomplete month, the number of days elapsed. All references in
these Conditions to principal shall include interest which has been capitalised in
accordance with this Condition 6.1.




The Issuer shall notify the Bondholders in writing on or around each date which is an
Interest Capitalisation Date that it consents to the capitalisation of interest that has
accrued for the preceding Interest Period.




Notwithstanding the provisions of the previous paragraph, the Bonds shall cease to bear
interest from 24 January 2012 (the fourth anniversary of the Closing Date) if by such date
the weighted average Closing Price of the Common Shares during 10 consecutive business days
in a period of 20 consecutive business days prior to 24 January 2012 is over U.S.$6.00 per
Common Share (taking into account any adjustments for amalgamations, consolidation or
reverse stock splits with respect to the Common Shares).




“Interest Period” means the period beginning on (and including) the Closing Date and ending
on (but excluding) the first Interest Capitalisation Date and each successive period
beginning on (and including) an Interest Capitalisation Date and ending on (but excluding)
the next succeeding Interest Capitalisation Date.




The table below shows the capitalisation of interest for each U.S.$1,000 Authorised
Denomination from the Closing Date to the Maturity Date, assuming that the Bonds are not
redeemed or converted prior to the Maturity Date in accordance with these Conditions:



	 	 	 	 	 
	 	 	Interest Capitalisation Date	 	Outstanding Principal Amount per Authorised Denomination
	
 
	 	Closing Date

31 March 2008

30 June 2008

30 September 2008

31 December 2008

31 March 2009

30 June 2009

30 September 2009

31 December 2009

31 March 2010

30 June 2010

30 September 2010

31 December 2010

31 March 2011

30 June 2011

30 September 2011

31 December 2011

31 March 2012

30 June 2012

30 September 2012

31 December 2012

31 March 2013

30 June 2013

30 September 2013

30 December 2013

24 January 2014
	 	U.S.$1,000

1,021.72

1,051.10

1,081.32

1,112.40

1,144.39

1,177.29

1,211.13

1,245.95

1,281.77

1,318.63

1,356.54

1,395.54

1,435.66

1,476.93

1,519.40

1,563.08

1,608.02

1,654.25

1,701.81

1,750.73

1,801.07

1,852.85

1,906.12

1,960.92

1,975.95
	6.2

	 	Accrual of Interest
	 	








Each Bond will cease to bear interest (i) where the Conversion Right shall have been
exercised by a Bondholder, on the relevant Conversion Date; or (ii) in the case of a
redemption of the Bonds, from the due date for redemption thereof unless, upon due
presentation thereof, payment of the principal amount of the Bonds is improperly withheld or
refused, and in such event interest will continue to accrue at the rate specified in
Condition 6.1 (Interest Rate) (both before and after judgement) until whichever is the
earlier of (a) the day on which all sums due in respect of such Bond up to that day are
received by or on behalf of the relevant holder; and (b) the day seven days after the
Trustee or the Paying, Transfer and Conversion Agent has notified Bondholders of receipt of
all sums due in respect of all the Bonds up to that seventh day (except to the extent that
there is failure in the subsequent payment to the relevant holders under these Conditions).




	7.	 	CONVERSION






	7.1	 	Conversion Price






	 	(a)	 	Subject to and upon compliance with the provisions of this Condition 7, at
the option of the holder thereof, any Bond or any portion of the principal amount
thereof which is U.S.$1,000 or an integral multiple of U.S.$1,000 may be converted at
the principal amount thereof together with accrued interest capitalised to the
Conversion Date (as defined below), or of such portion thereof, into duly authorised,
fully paid and nonassessable Common Shares, at the Conversion Price, determined as
provided below, in effect at the time of conversion. Such conversion right (the
“Conversion Right”) shall commence on the day falling one month after the issue of the
Bonds and shall expire at the close of business on the day which is 15 business days
prior to the Maturity Date. In the case of a Change of Control for which the holder
exercises its put right with respect to a Bond or portion thereof, such Conversion
Right in respect of the Bond or portion thereof shall expire at the close of business
on the Business Day immediately preceding the Change of Control Early Redemption Date.






	 	(b)	 	The number of Common Shares which shall be delivered upon conversion per
U.S.$1,000 principal amount of the Bonds shall be determined by dividing the sum of
(1) the Outstanding Principal Amount of the Bond and (2) the amount of interest
accrued from (and including) the most recent Interest Capitalisation Date (or if none,
the Closing Date) up to (but excluding) the Conversion Date (as defined below) by the
Conversion Price then in effect. The initial Conversion Price in effect on the Closing
Date is U.S.$2.36. The Conversion Price is subject to adjustments in certain instances
as provided in Condition 7.2(c).






	7.2	 	Conversion Rights






	 	(a)	 	Exercise of Conversion Right






To exercise the Conversion Right, the holder of any Bond to be converted shall
surrender such Bond at the specified office of the Paying, Transfer and Conversion
Agent, accompanied by a duly signed conversion notice (a “Conversion Notice")
substantially in the form attached to the Agency Agreement to the Issuer and copied
to Guarantor stating that the holder elects to convert such Bond or, if less than the
entire principal amount thereof is to be converted, the portion thereof to be
converted. The date of such surrender is the “Conversion Date” in respect of such
Bond for the purposes of these Conditions.




Bonds shall be deemed to have been converted immediately prior to the close of
business on the day of surrender of such Bonds for conversion in accordance with the
foregoing provisions, and at such time the rights of the holders of such Bonds as
holders shall cease, and the Person or Persons entitled to receive the Common Shares
issuable upon conversion shall be treated for all purposes as the record holder or
holders of such Common Shares at such time.




As promptly as practicable on or after the Conversion Date, the Issuer shall either
(i) cause to be issued and delivered to such Paying, Transfer and Conversion Agent a
certificate or certificates for the full number of Common Shares issuable upon
conversion, together with payment in lieu of any fraction of a share as provided in
Condition 7.2(b) below; or (ii) cause the Common Shares issuable upon conversion,
together with payment in lieu of any fraction of a share as provided in Condition
7.2(b) below, to be deposited in book-entry form with, or on behalf of, The
Depositary Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee
of DTC for the account of Euroclear or Clearstream, Luxembourg.




Where a Conversion Right is exercised in respect of a part only of a Bond, the old
Bond shall be cancelled and a new Bond for the balance thereof shall be issued in
lieu thereof without charge but upon payment by the holder of any taxes, duties or
other governmental charges payable in connection therewith and the Registrar will
within seven Business Days (as defined in Condition 5) following the relevant
Conversion Date deliver such new Bond to the Bondholder at the specified office of
the Registrar or (at the risk and, if posted at the request of the Bondholder
otherwise than by ordinary uninsured mail, at the expense of the Bondholder) post the
new Bond by ordinary uninsured mail to such address as the Bondholder may request.




For so long as the Global Bond is held on behalf of any one or more of Euroclear,
Clearstream, Luxembourg or the Alternative Clearing System, Conversion Rights (as
defined in the Conditions) may be exercised at any time during the Conversion Period
by the presentation to or to the order of the Paying, Transfer and Conversion Agent
of a Global Bond for appropriate notation, together with one or more Conversion
Notices duly completed by or on behalf of a holder of a book-entry interest.




Notwithstanding any other provision hereof, each person seeking to convert a Bond
into Common Shares will be required to give either (A) written certification that it
is not a US Person and the Bonds are not being converted on behalf of a US Person; or
(B) a written opinion of counsel to the effect that the Bonds and the securities
delivered upon conversion thereof have been registered under the Securities Act or
are exempt from registration thereunder. The purchaser further acknowledges and
agrees that the Bonds may not be converted in the United States, and the securities
may not be delivered in the United States upon conversion, other than in offerings
deemed to meet the definition of “offshore transaction” in Rule 902(h) of SEC
Regulation S, unless registered under the Securities Act or an exemption from
registration is available.




The Common Shares will be issued in physical, certificated form and the certificates
representing the Common Shares will bear a restrictive legend to the following
effect, unless the issuer thereof determines otherwise in compliance with applicable
law: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IF SUCH TRANSFER IS EFFECTED
(1) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULES 903 OR 904 (INCLUDING
PRELIMINARY NOTES) OF REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS.
HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT.




	 	(b)	 	Fractions of Shares






No fractional shares of Common Shares shall be issued upon conversion of any Bond or
Bonds. If more than one Bond 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 Outstanding Principal Amount of the Bonds (or
specified portions thereof) so surrendered. Instead of any fractional share of Common
Share which would otherwise be issued upon conversion of any Bond or Bonds (or
specified portions thereof), the Issuer 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 Shares as of the Trading Day
preceding the date of conversion.




	 	(c)	 	Adjustment of Conversion Price






The Conversion Price shall be subject to adjustments, calculated by the Guarantor,
from time to time as set out below.




	 	(i)	 	In case the Guarantor shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Shares, the Conversion
Price 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 Price by a
fraction:






	 	(A)	 	the numerator of which shall be the number of Common
Shares outstanding at the close of business on the Record Date fixed for
such determination, and






	 	(B)	 	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 (i),
the number of Common Shares at any time outstanding shall not include shares
held in the treasury of the Guarantor. The Guarantor will not pay any dividend
or make any distribution on Common Shares held in the treasury of the
Guarantor. If any dividend or distribution of the type described in this
Condition 7.2(c)(i) is declared but not so paid or made, the Conversion Price
shall again be adjusted to the Conversion Price which would then be in effect
if such dividend or distribution had not been declared.




	 	(ii)	 	In case the outstanding Common Shares shall be subdivided into a
greater number of Common Shares, the Conversion Price 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
Common Shares shall be combined into a smaller number of Common Shares, the
Conversion Price 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.






	 	(iii)	 	In case the Guarantor shall issue rights or warrants to all
holders of its outstanding Common Shares 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 Common Shares 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"), or issue Common Shares either by way of a scrip dividend, or
otherwise at a price below $2.36, the Conversion Price shall be adjusted by
multiplying the Conversion Price in effect immediately prior to such Record Date
by a fraction:






	 	(A)	 	the numerator of which shall be the number of Common
Shares 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 issued or offered for subscription or purchase (or the aggregate
conversion price of the convertible securities so offered) would purchase
at such Market Price, and






	 	(B)	 	the denominator of which shall be the number of
Common Shares outstanding on the close of business on the Record Date plus
the total number of additional Common Shares so issued or 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, warrants or Common Shares. To
the extent that Common Shares (or securities convertible into Common Shares)
are not delivered pursuant to such rights, warrants or Common Shares, upon the
expiration or termination of such rights, warrants or Common Shares 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, warrants
or Common Shares been made on the basis of the delivery of only the number of
Common Shares (or securities convertible into Common Shares) actually
delivered. In the event that such rights, warrants or Common Shares 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, warrants or issuance of Common Shares entitle
the holders to subscribe for, purchase or receive Common Shares at less than
such Market Price, and in determining the aggregate offering price of such
Common Shares, there shall be taken into account any consideration received for
such rights, warrants or entitlement to receive such Common Shares 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.




	 	(iv)	 	Notwithstanding the foregoing, whenever successive adjustments to
the Conversion Price are called for pursuant to this Condition 7.2(c), such
adjustments shall be made to the Current Market Price as may be necessary or
appropriate to effectuate the intent of this Condition 7.2(c) and to avoid
unjust or inequitable results as determined in good faith by the Board of
Directors. For purposes of this Condition 7.2(c):






	 	(A)	 	“fair market value” shall mean the amount which a
willing buyer would pay a willing seller in an arm’s length transaction.






	 	(B)	 	“Record Date” shall mean, with respect to any
dividend, distribution or other transaction or event in which the holders
of Common Shares have the right to receive any cash, securities or other
property or in which the Common Shares (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).






To the extent permitted by applicable law, the Guarantor from time to time may
increase the Conversion Price 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 Guarantor, which determination shall be
conclusive and set forth in a Board Resolution (as defined in the Trust Deed).
Whenever the Conversion Price is increased pursuant to the preceding sentence,
the Guarantor shall mail to the Trustee and each holder at the address of such
holder as it appears in the Register a notice of the increase at least 15 days
prior to the date the increased Conversion Price takes effect, and such notice
shall state the increased Conversion Price and the period during which it will
be in effect.




	 	(v)	 	No adjustment to the Conversion Price shall be required unless
such adjustment would require an increase or decrease of at least 1 per cent. in
such rate; provided, however, that any adjustments which by reason of this
Condition 7.2(c)(vi) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Condition 7 shall be made by the Guarantor 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 Shares.






	 	(vi)	 	In any case in which this Condition 7.2(c) provides that an
adjustment shall become effective immediately after a Record Date for an event,
the Guarantor may defer until the occurrence of such event (i) issuing to the
holder of any Bond converted after such Record Date and before the occurrence of
such event the additional Common Shares issuable upon such conversion by reason
of the adjustment required by such event over and above the Common Shares
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
Condition 7.2(b).






	 	(vii)	 	For purposes of this Condition 7.2(c), the number of Common
Shares at any time outstanding shall not include shares held in the treasury of
the Guarantor but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of Common Shares.






	 	(viii)	 	Notwithstanding anything to the contrary in the Bonds, there shall be no
adjustment to the Conversion Price (as defined herein) (i) to the extent that
such adjustment would effect a reduction in the Series C Conversion Price or
(ii) as a result of the issuance of Excluded Shares.






	7.3	 	Notice of Adjustments of Conversion Price






Whenever the Conversion Price is adjusted as herein provided, the Guarantor shall promptly
file with the Trustee an Officers’ Certificate setting forth the adjusted Conversion Price
and showing in reasonable detail the facts upon which such adjustment is based. The Trustee
shall be entitled to rely on the contents of such Officers’ Certificate without further
investigation or enquiry, and without incurring liability to any person who suffers any loss
as a result of reliance on such Officers’ Certificate. Promptly after delivery of such
Officers’ Certificate, the Guarantor shall prepare a notice stating that the Conversion
Price has been adjusted and setting forth the adjusted Conversion Price and the date on
which each adjustment becomes effective, and shall cause such notice to be posted to each
holder at the address of such holder as it appears in the 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.




	7.4	 	Notice Prior to Certain Actions






	 	(a)	 	In case at any time after the Closing Date:






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






	 	(ii)	 	the Guarantor shall authorise the granting to the holders of its
Common Shares 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;






	 	(iii)	 	there shall occur any reclassification of the Common Shares of
the Guarantor (other than a subdivision or combination of its outstanding Common
Shares, 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 Guarantor is a party and for which
approval of any shareholders of the Guarantor is required, or the sale, transfer
or conveyance of all or substantially all of the assets of the Guarantor; or






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






the Guarantor shall cause to be filed at each office or agency maintained for the
purpose of conversion of Bonds, and shall cause to be provided to the Trustee and all
holders in accordance with Condition 17 (Notices), at least 20 days (or 10 days in
any case specified in clause (i) or (ii) above) prior to the applicable record or
effective date specified in (A) or, as the case may be, (B) below 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
Shares 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
Shares of record shall be entitled to exchange their Common Shares 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 this Condition 7.4.




	7.5	 	Guarantor to Reserve Common Shares






The Guarantor shall at all times reserve and keep available, free from pre-emptive rights,
out of its authorised but unissued Common Shares, for the purpose of effecting the
conversion of Bonds, the full number of fully paid and nonassessable Common Shares then
issuable upon the conversion of all Bonds outstanding.




	7.6	 	Taxes on Conversions






The Guarantor will pay any and all taxes (other than taxes on income) and duties that may be
payable in the United States in respect of the issue or delivery of Common Shares on
conversion of Bonds pursuant hereto. A holder delivering a Bond for conversion shall be
liable for and will be required to pay any other tax or duty which may be payable in respect
of any transfer involved in the issue and delivery of Common Shares in a name other than
that of the holder of the Bond or Bonds to be converted, and no such issue or delivery shall
be made unless the Person requesting such issue has paid to the Guarantor the amount of any
such tax or duty, or has established to the satisfaction of the Guarantor that such tax or
duty has been paid.




	7.7	 	Covenant as to Common Shares






The Guarantor covenants that all Common Shares which may be issued upon conversion of Bonds
will upon issue be fully paid and nonassessable and, except as provided in Condition 7.6
(Taxes on Conversion), the Guarantor will pay all taxes, liens and charges with respect to
the issue thereof.




	7.8	 	Cancellation of Converted Bonds






All Bonds delivered for conversion shall be delivered to the Paying, Transfer and Conversion
Agent to be cancelled by or at the direction of the Trustee, which shall dispose of any such
Bonds as provided in the Trust Deed.




	7.9	 	Effect of Reclassification, Consolidation, Merger or Sale






	 	(a)	 	If any of following events occur, namely:






	 	(i)	 	any reclassification or change of the outstanding Common Shares
(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),






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






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






the Guarantor or the successor or purchasing corporation, as the case may be, shall
execute with the Trustee and the Guarantor a supplemental trust deed providing that
such Bond 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 Bonds been
converted into Common Shares immediately prior to such reclassification, change,
merger, consolidation, statutory share exchange, combination, sale or conveyance
assuming such holder of Common Shares 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 Common Share in respect of which such rights of election shall not have
been exercised (“Non-Electing Share"), then for the purposes of this Condition 7.9
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 trust deed shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Condition 7.
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 Common Shares 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 trust deed shall also be executed by such other
corporation and shall contain such additional provisions to protect the interests of
the holders of the Bonds as the Board of Directors shall reasonably consider
necessary by reason of the foregoing, including to the extent practicable the
provisions providing for the redemption rights set out in Condition 8.2(a).




The Guarantor shall cause notice of the execution of such supplemental trust deed to
be mailed to each holder, at the address of such holder as it appears on the
Register, within 20 days after execution thereof. Failure to deliver such notice
shall not affect the legality or validity of such supplemental trust deed.




The above provisions of this Condition 7.9 shall similarly apply to successive
reclassifications, mergers, consolidations, statutory share exchanges, combinations,
sales and conveyances.



	 	 	 
	7.10

	 	If this Condition 7.9 applies to any event or occurrence, Condition 7.2(c) shall not apply.

Responsibility of Trustee for Conversion Provisions







The Trustee, and the Paying, Transfer and Conversion Agent shall not at any time be under
any duty or responsibility to any holder of Bonds 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 trust deed provided to be employed, in making the same. Neither the
Trustee, nor the Paying, Transfer and Conversion Agent shall be accountable with respect to
the validity or value (of the kind or amount) of any Common Shares, or of any other
securities or property, which may at any time be issued or delivered upon the conversion of
any Bond; and it or they do not make any representation with respect thereto. Neither the
Trustee, nor the Paying, Transfer and Conversion Agent shall be responsible for any failure
of the Guarantor 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 Bond
for the purpose of conversion; and neither the Trustee nor the Paying, Transfer and
Conversion Agent shall be responsible or liable for any failure of the Guarantor to comply
with any of the covenants of the Guarantor contained in this Condition 7.




	7.11	 	Purchase or Redemption by the Guarantor of its Own Shares






Subject to these Conditions, the Guarantor or any Subsidiary of the Guarantor may exercise
such rights as it may from time to time enjoy to purchase, redeem or buy back any shares of
the Guarantor (including Common Shares) or any receipts or certificates representing any
such shares (including Common Shares), without the consent of the Bondholders.




	7.12	 	Conversion of Outstanding Bonds






The Guarantor may in its absolute discretion effect conversion of the remaining Bonds at any
time if the outstanding principal amount of the Bonds in respect of which the Conversion
Rights have not been exercised is less than 15% of the Outstanding Principal Amount of the
Bonds at any time.




	8.	 	REDEMPTION AND PURCHASE AND PAYMENTS






	8.1	 	Final Redemption






Unless previously purchased and cancelled, redeemed or converted and exchanged as herein
provided, the Bonds will be redeemed at their Outstanding Principal Amount on the Maturity
Date. The Bonds may only be redeemed at the option of the Bondholders prior to the Maturity
Date in accordance with Condition 8.2 (Redemption at the Option of Bondholders).




	8.2	 	Redemption at the Option of Bondholders






	 	(a)	 	Fourth Anniversary Conditional Put Right: If on 24 January 2012, the weighted
average Closing Price for the 30-day period ending two New York Business Days prior to
such date is less than the Target Price, then Bondholders holding at least 25 per
cent. of the Outstanding Principal Amount of the Bonds shall have the right to, upon
not less than 30 nor more than 60 days’ written notice to the Issuer, require the
Issuer to redeem all of the Bonds on the date (the “Put Option Redemption Date")
specified in such notice at their Outstanding Principal Amount.






	 	(b)	 	Failure to Exercise Conditional Put Right: If the Bondholders have not
exercised the redemption right arising under Condition 8.2(a), such right shall lapse
and thereafter the Conversion Price shall be reset to the Market Price of the Common
Shares if and only if such Market Price of the Common Shares is lower than the
Conversion Price in effect on such date, and the Conversion Price shall be adjusted
accordingly by the Guarantor and notified to Bondholders in accordance with Condition
17 (Notices).






	 	(c)	 	Change of Control Put: Following the occurrence of a Change of Control, the
holder of each Bond will have the right to, upon not less than 30 nor more than 60
days’ written notice to the Issuer, require the Issuer to redeem that Bond at the
Change of Control Redemption Price on the date specified in such notice (the “Change
of Control Early Redemption Date").






The option of the Bondholders provided for in Condition 8.2(a) may be exercised by the
holder of a Global Bond giving notice to the Paying, Transfer and Conversion Agent within
the time limits relating to the deposit of Bonds as set out in Condition 8.2(a) and stating
the principal amount of Bonds in respect of which the option is exercised and at the same
time presenting the Global Bond to the Paying, Transfer and Conversion Agent for annotation
accordingly.




Without prejudice to the above provisions, for so long as all of the Bonds are represented
by the Global Bond and the Global Bond is held on behalf of Euroclear and/or Clearstream,
Luxembourg, the option to the Bondholders provided for in Condition 8.2(a) may be exercised
by an accountholder giving notice to the Paying, Transfer and Conversion Agent in accordance
with the standard procedure of Euroclear and Clearstream, Luxembourg or any common
depository for them to the Paying, Transfer and Conversion Agent by electronic means) and in
a form acceptable to Euroclear and Clearstream, Luxembourg of the principal amount of the
Bonds in respect of which such option is exercised and at the same time presenting or
procuring the presentation of the Global Bond to the Paying, Transfer and Conversion Agent
for notation accordingly within the time limits set forth in that Condition.




	8.3	 	Purchase






The Issuer or the Guarantor or any Subsidiary of the Guarantor may at any time purchase
Bonds in the open market or otherwise at any price. Such Bonds may be held, resold or
reissued, or, at the option of the Issuer or the Guarantor, surrendered to the Paying,
Transfer and Conversion Agent for cancellation.




Cancellation of any Bond represented by the Global Bond which is required by the Conditions
to be cancelled will be effected by reduction in the principal amount of the Global Bond on
its presentation to or to the order of the Paying, Transfer and Conversion Agent.




	8.4	 	Cancellation






All Bonds which are redeemed or in respect of which Conversion Rights are exercised and
those which the Issuer or the Guarantor elects to surrender for cancellation pursuant to
Condition 8.3 (Purchase) will be cancelled and may not be reissued or resold.




	8.5	 	Multiple Notices






If more than one notice of redemption is given pursuant to Condition 8.2 (Redemption at the
Option of Bondholders), the first of such notices to be given shall prevail.




	8.6	 	Payments






	 	(a)	 	Method of Payment






Payment of the Outstanding Principal Amount of the Bonds will be made to the persons
shown in the Register at the close of business on the Record Date and subject to
surrender of the Bonds, at the specified office of the Registrar or the Paying,
Transfer and Conversion Agent by a U.S. dollar cheque drawn on, or by transfer to a
U.S. dollar account maintained by the payee with, a bank in New York City.




Payments of all other amounts will be made as provided in these Conditions.




	 	(b)	 	Payments subject to fiscal laws






All payments are subject in all cases to any fiscal or other laws and regulations
applicable thereto in the place of payment. No commissions or expenses shall be
charged to the Bondholders in respect of such payments.




	 	(c)	 	Non-business days






A Bond may only be presented for payment on a day which is a business day in the
place of presentation and surrender and a business day in London and New York City
and if payment is due on any other day, a Bond may not be presented for payment prior
to the next following day which is a business day in the place of presentation and
surrender and a business day in London and New York City. No further interest or
other payment will be made as a consequence of the day on which the relevant Bond may
be presented for payment under this Condition 8.6(c) falling after the due date.




	 	(d)	 	Paying, Transfer and Conversion Agents, etc.






The Paying, Transfer and Conversion Agent and its initial specified offices are
listed below. The Issuer and the Guarantor reserve the right under the Agency
Agreement at any time, with the prior written approval of the Trustee, to vary or
terminate the appointment of the Paying, Transfer and Conversion Agent or the
Registrar and appoint additional or other Paying, Transfer and Conversion Agents or
another Registrar, provided that they will maintain (i) a Paying, Transfer and
Conversion Agent; and (ii) a Registrar with a specified office outside the United
Kingdom. Notice of any change in the Paying, Transfer and Conversion Agent or its
specified offices will promptly be given to the Bondholders in accordance with
Condition 17 (Notices).




	 	(e)	 	Fractions






Each payment by the Issuer or the Guarantor to a Bondholder will be rounded down to
the nearest cent.




Payments of amounts falling due in respect of a Global Bond will be made against
presentation for endorsement and, if no further payment falls to be made on it, surrender of
the Global Bond to or to the order of the Paying, Transfer and Conversion Agent as shall
have been notified to the Bondholders for such purpose. A record of each payment so made
will be endorsed in the appropriate schedule to the Global Bond, which endorsement will be
prima facie evidence that such payment has been made.




	9.	 	TAXATION






All payments in respect of the Bonds by or on behalf of the Issuer or the Guarantor shall be
made without withholding or deduction for, any taxes, duties, assessments or governmental
charges of whatever nature imposed, levied, collected, withheld or assessed by or within
Luxembourg or the United States of America or any authority therein or thereof having power
to tax, unless such withholding or deduction is required by law. In that event, neither the
Issuer nor the Guarantor shall be required to pay any additional amounts to Bondholders to
compensate for such withholding or deduction.




	10.	 	EVENTS OF DEFAULT






The Trustee at its discretion may, and if so requested by holders of not less than 25 per
cent. in principal amount of the Bonds then outstanding or if so directed by an
Extraordinary Resolution of the Bondholders shall (subject in each case to it being
indemnified and/or secured to its satisfaction), give notice in writing to the Issuer that
the Bonds are, and they shall immediately become, due and payable at their principal amount
together with accrued interest, if any of the following events (each an “Event of Default")
shall have occurred:




	 	(a)	 	Conversion Rights: the Guarantor fails to deliver the Common Shares, together
with cash (if any) in lieu of fractional shares, when the same shall become
deliverable and in either case such failure continues for a period of 5 calendar days;
or






	 	(b)	 	Breach of Other Obligations: the Issuer or the Guarantor defaults in the
performance or observance of or compliance with any of its other obligations set out
in the Bonds or the Trust Deed which default is incapable of remedy or, if in the
opinion of the Trustee capable of remedy, is not in the opinion of the Trustee
remedied within 25 calendar days after the date on which written notice specifying
such failure, stating that such notice is a “Notice of Breach” under the Bonds and
demanding that the Issuer or the Guarantor, as the case may be, remedy the same, shall
have been given to the Issuer or, as the case may be, the Guarantor by the Trustee; or






	 	(c)	 	Cross-Default: the Guarantor or any Material 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 Issuer, the Guarantor or any Material 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 redeemed (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 Condition 10(c) having been discharged, cured, waived,
rescinded or annulled, for a period of 30 days after receipt by the Guarantor of a
Notice of Default; or






	 	(d)	 	Bankruptcy: the Guarantor, or any Material Subsidiary, or any Subsidiaries
of the Guarantor which in the aggregate would constitute a Material 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; or






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






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






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






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






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




For purposes of Conditions 10(c) and (e) 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.




	 	(f)	 	Insolvency of the Issuer: any order shall have be made by any competent
court or any resolution passed for the winding-up or dissolution of the Issuer save
for the purposes of amalgamation, merger, consolidation, reorganisation or other
similar arrangement on terms previously approved in writing by the Trustee or by an
Extraordinary Resolution or formal notice shall have been given of an intention to
appoint an administrator or any application is made or petition shall have been lodged
or documents shall have been filed with the court or administrator in relation to the
Issuer; or






	 	(g)	 	Guarantee: the Guarantee is not (or is claimed by the Guarantor not to be) in
full force and effect; or






	 	(h)	 	Analogous Events: any event occurs which under the laws of England or, in the
case of any Material Subsidiary, the laws of the relevant Material Subsidiary’s place
of incorporation or principal place of business has (in the sole opinion of the
Trustee) an analogous effect to any of the events referred to in Conditions 10(d) to
11(f) above; or






	 	(i)	 	Illegality: it is or becomes unlawful for the Issuer and/or the Guarantor to
perform or comply with any one or more of its obligations under the Bonds, Trust Deed
or the Agency Agreement or, as the case may be, the Guarantee.






Upon any such notice being given to the Issuer, the Bonds will immediately become due and
payable at their principal amount together with accrued interest as provided in the Trust
Deed, provided that no such notice may be given unless an Event of Default shall have
occurred and provided that, in the case of Conditions 11(b) and (c) and in addition, so far
as the relevant event relates to a Material Subsidiary only, Conditions 10(d) and 10(e), the
Trustee shall have certified that in its opinion such event is materially prejudicial to the
interests of the Bondholders.




	11.	 	UNDERTAKINGS






	11.1	 	Undertakings of the Guarantor






Whilst any Bonds remain outstanding or any Conversion Right remains exercisable, the
Guarantor will, save with the approval of an Extraordinary Resolution or with the approval
of the Trustee where, in the Trustee’s sole opinion, it is not materially prejudicial to the
interests of the Bondholders to give such approval:




	 	(a)	 	Negative Pledge






The Guarantor will not create, incur, assume or permit to subsist any security upon
the whole or any part of its assets or reserves to secure (i) any Relevant Debt; or
(ii) any guarantees in respect of any Relevant Debt, without at the same time or
prior thereto securing rights under the Guarantee equally or rateably therewith to
the satisfaction of the Trustee or providing such other security for rights under the
Guarantee as the Trustee in its absolute discretion shall deem not to be materially
less beneficial to the Bondholders or which shall be approved by an Extraordinary
Resolution of Bondholders.




	 	(b)	 	Listing of Common Shares






The Guarantor will use its reasonable endeavours to ensure that the Common Shares
issued upon conversion of the Bonds will be listed on each of the American Stock
Exchange or the London Stock Exchange in accordance with their respective rules.




	 	(c)	 	Preservation of Conversion Rights






The Guarantor shall take all reasonable steps to ensure that its obligations to
deliver Common Shares upon the exercise of the Conversion Rights in accordance with
these Conditions and the Trust Deed will not be rendered illegal by any applicable
laws, rules or regulations;




	 	(d)	 	Maintenance of Properties






The Guarantor will cause all properties used or useful in the conduct of its business
or the business of any Material 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 Guarantor 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
Condition 11.2(a) shall prevent the Guarantor from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, in the judgment of
the Guarantor, desirable in the conduct of its business or the business of any
Material Subsidiary and not disadvantageous in any material respect to the
Bondholders.




	 	(e)	 	Payment of Taxes and Other Claims






The Guarantor 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 Guarantor or any Material Subsidiary or upon the income,
profits or property of the Guarantor or any Material Subsidiary, (ii) all claims for
labour, materials and supplies which, if unpaid, might by law become a lien or charge
upon the property of the Guarantor or any Material 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 Bonds or with respect to these Conditions; provided, however, that,
in the case of clauses (i) and (ii), the Guarantor 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 Guarantor, or (B) if the amount, applicability or validity is being
contested in good faith by appropriate proceedings.




	11.2	 	Change of Control Notice






Within 14 calendar days following the occurrence of a Change of Control, the Issuer or the
Guarantor shall give notice thereof to the Trustee and to the Bondholders in accordance with
17 (a “Change of Control Notice"). Such notice shall contain a statement informing
Bondholders of their entitlement to require redemption of the Bonds pursuant to Condition
8.2(c) or to exercise their Conversion Rights as provided in these Conditions and the
Conversion Price applicable in consequence of the Change of Control as set out in Condition
8.2(c), as adjusted where appropriate. The Change of Control Notice shall also specify:




	 	(a)	 	all information material to Bondholders concerning the Relevant Event;






	 	(b)	 	the Conversion Price immediately prior to the occurrence of the Change of
Control;






	 	(c)	 	the Closing Price of the Common Shares as at the latest practicable date
prior to the publication of such notice;






	 	(d)	 	the last day of the Change of Control Period; and






	 	(e)	 	such other information relating to the Relevant Event as the Trustee may
require.






The Trustee shall not be under any duty to monitor or to take any steps to ascertain whether
a Relevant Event or any event or circumstance which could lead to a Relevant Event or give
rise to an adjustment to the Conversion Price has occurred or may occur and the Trustee will
not be responsible to any person for any loss arising from any failure by it to do so.




	11.3	 	Shareholder Approval






In no event shall the Bonds convert into more than 19.99% of the number of Common Shares
outstanding on 24 January 2008. To the extent that the Common Shares to be issued upon
conversion of the Bonds would account for more than 19.99% of the number of Common Shares
outstanding on 24 January 2008 but for the provision of the preceding sentence, the
Guarantor undertakes to use reasonable efforts to seek to obtain the requisite shareholder
approval to permit the Bonds to become convertible for more than 19.99% of the number of
Common Shares outstanding on 24 January 2008 in which case restriction contained in the
first sentence of this Clause 11.3 shall terminate.




In the event that the requisite shareholder approval is not in place, the Bondholder shall
be entitled to receive a Cash Equivalent in lieu of the number of Common Shares which if
issued upon conversion would cause the 19.99% threshold referred to in this Condition 11.3
to be exceeded.




"Cash Equivalent” means the amount equal to the weighted average Closing Price of the Common
Shares during the 10 business days ending on the second business day prior to the Conversion
Date multiplied by the number of Common Shares which if issued upon conversion would cause
the 19.99% threshold referred to in this Condition 11.3 to be exceeded. Upon payment of the
Cash Equivalent, the rights of the Holder hereunder shall terminate.




	12.	 	PRESCRIPTION






Claims against the Issuer or the Guarantor in respect of the principal amount, interest or
any other amount payable in respect of the Bonds shall become void unless presentation for
payment is made within a period of 10 years in the case of principal and five years in the
case of interest or any other amounts from the appropriate Relevant Date.




	13.	 	REPLACEMENT OF BONDS






If any Bond is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the
specified office of the Paying, Transfer and Conversion Agent or the Registrar for the time
being subject to all applicable laws and stock exchange requirements, upon payment by the
claimant of such costs and expenses incurred in connection with such replacement and on such
terms as to evidence, security, indemnity and otherwise as the Issuer and the Guarantor may
require. Mutilated or defaced Bonds must be surrendered before replacements will be issued.




	14.	 	MEETINGS OF BONDHOLDERS, MODIFICATION AND WAIVER AND SUBSTITUTION






	14.1	 	Meetings of Bondholders






The Trust Deed contains provisions for convening meetings of Bondholders to consider matters
affecting their interests, including the sanctioning by Extraordinary Resolution of a
modification of any of these Conditions or any provisions of the Trust Deed or the
Guarantee. Such a meeting may be convened by the Issuer, the Guarantor or the Trustee and
shall be convened by the Trustee at the request of Bondholders holding not less than 10 per
cent. in principal amount of the Bonds for the time being remaining outstanding. The quorum
at any such meeting for passing an Extraordinary Resolution is one or more persons holding
or representing a clear majority in principal amount of the Bonds for the time being
outstanding, or at any adjourned meeting one or more persons being or representing
Bondholders whatever the principal amount of the Bonds so held or represented, except that
at any meeting the business of which includes modifying the Maturity Date, or any date for
payment of interest on the Bonds, reducing or cancelling the principal amount of, or the
rate of interest payable in respect of, or altering the currency of payment of, the Bonds,
modifying or varying the Conversion Rights in respect of the Bonds or modifying certain of
these Conditions or certain of the provisions of the Trust Deed or the Guarantee, the quorum
shall be one or more persons holding or representing not less than two-thirds in principal
amount of the Bonds for the time being outstanding, or at any adjourned such meeting one or
more persons holding or representing not less than one-quarter in principal amount of the
Bonds for the time being outstanding. An Extraordinary Resolution passed at any meeting of
the Bondholders shall be binding on all the Bondholders, whether or not they are present at
the meeting.




The holder of the Global Bond shall be treated as one person for the purposes of any quorum
requirements of a meeting of Bondholders and, at any such meeting, as having one vote in
respect of each U.S.$1,000 principal amount of Bonds for which the Global Bond may be
converted.




Cancellation of any Bond represented by the Global Bond which is required by the Conditions
to be cancelled will be effected by reduction in the principal amount of the Global Bond on
its presentation to or to the order of the Paying, Transfer and Conversion Agent.




	14.2	 	Modification and Waiver






The Trustee may agree, without the consent of the Bondholders, to any modification of or to
the waiver or authorisation of any breach or proposed breach of any of the provisions of the
Trust Deed, any trust deed supplemental to the Trust Deed, the Agency Agreement, any
agreement supplemental to the Agency Agreement, the Bonds, these Conditions or the Guarantee
or determine without any such consent as aforesaid that any Event of Default or Potential
Event of Default (as defined in the Trust Deed) shall not be treated as such (provided that
the Trustee will not do so in contravention of an express direction given by Extraordinary
Resolution or a request made pursuant to Condition 10), where, in any such case, it is not,
in the opinion of the Trustee, materially prejudicial to the interests of the Bondholders so
to do or may agree, and without any such consent as aforesaid, to any modification which is,
in the opinion of the Trustee, of a formal, minor or technical nature or is made to correct
a manifest error or to comply with mandatory provisions of law. Any such modification,
authorisation, determination or waiver shall be binding on the Bondholders and, if the
Trustee so requires, such modification shall be notified to the Bondholders promptly in
accordance with Condition 17 (Notices).




	14.3	 	Guarantor May Merge Or Transfer Assets






The Guarantor may, without the consent of the Bondholders, 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)	 	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 Guarantor delivers to
the Trustee an Opinion of Counsel (as defined in the Trust Deed) reasonably acceptable
to the Trustee to the effect that the rights of the Bondholders 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 Bonds or the ability of the
Bondholders 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 a supplemental trust deed, executed and delivered to the
Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor
under the Bonds and the Trust Deed;






	 	(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 Guarantor shall have delivered to the Trustee an Officers’ Certificate
(as defined in the Trust Deed) and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental trust deed
is required in connection with such transaction, such supplemental trust deed, comply
with this Condition 14.3 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 Guarantor or another
Subsidiary), which, if such assets were owned by the Guarantor, would constitute all or
substantially all of the properties and assets of the Guarantor, shall be deemed to be the
transfer of all or substantially all of the properties and assets of the Guarantor.




	14.4	 	Entitlement of the Trustee






In connection with the exercise of its functions (including but not limited to those
referred to in this Condition 14) the Trustee shall have regard to the general interests of
the Bondholders as a class but shall not have regard to any interests arising from
circumstances particular to individual Bondholders (whatever their number) and, in
particular, but without limitation shall not have regard to the consequences of any such
exercise for individual Bondholders (whatever their number) resulting from their being for
any purpose domiciled or resident in, or otherwise connected with, or subject to the
jurisdiction of, any particular territory, or any political sub-division thereof and the
Trustee shall not be entitled to require, nor shall any Bondholder be entitled to claim,
from the Issuer, the Guarantor or any other person any indemnification or payment in respect
of any tax consequence of any such exercise upon individual Bondholders.




	15.	 	ENFORCEMENT






The Trustee may at any time, at its discretion and without notice, take such proceedings
against the Issuer or the Guarantor as it may think fit to enforce the provisions of the
Trust Deed and the Bonds, but it shall not be bound to take any such proceedings or any
other action in relation to the Trust Deed or the Bonds unless (i) it shall have been so
directed by an Extraordinary Resolution of the Bondholders or so requested in writing by the
holders of not less than 25 per cent. in principal amount of the Bonds then outstanding, and
(ii) it shall have been indemnified and/or secured to its satisfaction. No Bondholder shall
be entitled to proceed directly against the Issuer or the Guarantor unless the Trustee,
having become bound so to proceed, fails so to do within a reasonable period and the failure
shall be continuing.




	16.	 	THE TRUSTEE






The Trust Deed contains provisions for the indemnification of the Trustee and for its relief
from responsibility, including relieving it from taking action unless indemnified and/or
secured to its satisfaction.




The Trustee (and, where relevant, its affiliates) is entitled inter alia:




	 	(a)	 	to enter into business transactions with the Issuer or the Guarantor, and/or
the Subsidiaries of the Guarantor and to act as trustee for the holders of any other
Securities issued or guaranteed by, or relating to the Issuer or the Guarantor and/or
the Subsidiaries of the Guarantor and any entity related to the Issuer or the
Guarantor without accounting for any profit;






	 	(b)	 	to rely without liability to Bondholders on a report, confirmation or
certificate of any accountants, financial advisers or investment bank, whether or not
addressed to it and whether their liability in relation thereto is limited (by its
terms or by any engagement letter relating thereto entered into by the Trustee or in
any other manner) by reference to a monetary cap, methodology or otherwise;






	 	(c)	 	to accept and rely on any such report, confirmation or certificate where the
Issuer or the Guarantor procures delivery of the same pursuant to its obligation to do
so under the Conditions or the Trust Deed and such report, confirmation or certificate
shall be binding on the Issuer, the Guarantor, the Trustee and the Bondholders;






	 	(d)	 	to exercise and enforce its rights, comply with its obligations and perform
its duties under or in relation to any such transactions or, as the case may be, any
such trusteeship without regard to the interests of or consequences for individual
Bondholders;






	 	(e)	 	to retain and not be liable to account for any profit made or any other
amount or benefit received thereby or in connection therewith; and






	 	(f)	 	to call for and be at liberty to accept as sufficient evidence of any fact or
matter or the expediency of any transaction or thing a certificate signed on behalf of
the Issuer or the Guarantor by two directors of the Issuer or the Guarantor as to any
fact or matter upon which the Trustee may, in the exercise of any of its trusts,
duties, powers, authorities, rights and discretions under the Trust Deed, require to
be satisfied or have information, or to the effect that in the opinion of the person
so certifying any particular transaction or thing is expedient, and the Trustee shall
not be bound in any such case to call for further evidence or be responsible for any
loss that may be occasioned by the Trustee acting on such certificate.






	17.	 	NOTICES






All notices regarding the Bonds will be valid if sent to the address of the relevant
Bondholder as specified in the Register. Any such notice shall be deemed to have been given
on the date of such notice. If publication as provided above is not practicable, notice will
be given in such other manner, and shall be deemed to have been given on such date, as the
Trustee may approve.




So long as the Global Bond is held on behalf of Euroclear or Clearstream, Luxembourg or any
Alternative Clearing System, notices required to be given to Bondholders may be given by
their being delivered to Euroclear and Clearstream, Luxembourg or, as the case may be, the
Alternative Clearing System, rather than by notification as required by the Conditions in
which case such notices shall be deemed to have been given to Bondholders on the date of
deliver to Euroclear and Clearstream, Luxembourg or, as the case may be, the Alternative
Clearing System.




	18.	 	FURTHER ISSUES






The Issuer may from time to time without the consent of the Bondholders create and issue
further notes, bonds or debentures either having the same terms and conditions in all
respects as the outstanding notes, bonds or debentures of any series (including the Bonds)
or in all respects except for the first payment of interest on them and so that such further
issue shall be consolidated and form a single series with the outstanding notes, bonds or
debentures of any series (including the Bonds) or upon such terms as to interest,
conversion, premium, redemption and otherwise as the Issuer may determine at the time of
their issue. Any further notes, bonds or debentures forming a single series with the
outstanding notes, bonds or debentures of any series (including the Bonds) constituted by
the Trust Deed or any deed supplemental to it shall, and any other notes, bonds or
debentures may, with the prior written consent of the Trustee, be constituted by a deed
supplemental to the Trust Deed. The Trust Deed contains provisions for convening a single
meeting of the Bondholders and the holders of notes, bonds or debentures of other series in
certain circumstances where the Trustee so decides.




	19.	 	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999






No person shall have any right to enforce any term or condition of the Bonds under the
Contracts (Rights of Third Parties) Act 1999.




	20.	 	GOVERNING LAW AND JURISDICTION






The Trust Deed, the Agency Agreement, the Guarantee and the Bonds are governed by, and shall
be construed in accordance with, English law. Each of the Issuer and the Guarantor has in
the Trust Deed submitted to the jurisdiction of the English courts in respect of any
disputes that may arise out of or in connection with the Bonds and the Trust Deed
(“Proceedings") and has appointed Endeavour Energy UK Limited (at its registered office at
Vinson & Elkins L.L.P., City Point, 33rd Floor One Ropemaker Street, London EC2Y
9UE) as its agent for service of process in connection with any Proceedings in England. If
such person is not or ceases to be effectively appointed to accept service or process behalf
the Issuer shall appoint a further person in England and Wales to accept service of process
on its behalf and notify the holders of such appointment. Each of the Issuer and the
Guarantor irrevocably waives any objection which it might now or hereafter have to the
courts of England and Wales being nominated as the forum to hear and determine any
Proceedings, and agrees not to claim that any such court is not a convenient or appropriate
forum. The submission to the jurisdiction of the courts of England and Wales shall not (and
shall not be construed so as to) limit the right of any Bondholder to take Proceedings in
any other court of competent jurisdiction nor shall the taking of Proceedings in any one or
more jurisdictions preclude the taking of Proceedings in any of the aforementioned
jurisdictions (whether concurrently or not) if and to the extent permitted by law.



4



Paying, Transfer and Conversion Agent




The Bank of New York

One Canada Square

London E14 5AL

United Kingdom




Registrar




The Bank of New York (Luxembourg) S.A.

Aerogolf Centre

1A Hoehenhof

L-1736, Senningerberg

Luxembourg







5






Form of Transfer




FOR VALUE RECEIVED the undersigned hereby transfers to



....................................................................



....................................................................



(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE



(not more than four names may appear as joint holders)



U.S.$[     ] in principal amount of this Bond, and all rights under it, and irrevocably requests the
Registrar to transfer this Bond on the books kept for registration thereof.



	 	 	 	 	 
	Dated
	 	 	 	 
	Signed
	 	 	 	 






Notes:




	(i)	 	The name of the person signing this transfer, or on whose behalf this form of transfer is
signed, must correspond with the name as it appears on the face of this Bond. In the case of
joint holders, each of the joint holders named in the Register must sign this form of
transfer.






	(ii)	 	A representative of the Bondholder should state the capacity in which he signs e.g. executor.






	(iii)	 	The signature of the person effecting a transfer shall conform to any list of duly
authorised specimen signatures supplied by the registered holder or be certified by a
recognised bank, notary public or in such other manner as the Registrar may require.






	(iv)	 	Any transfer of Bonds shall be in the minimum amount of U.S.$1,000 or integral multiples
thereof.






	(v)	 	If the Bonds are being transferred to any persons outside the Purchaser’s Group (as defined
in the Conditions), the prior consent of the Issuer shall be obtained in accordance with
Condition 1.2.






	(vi)	 	In connection with any transfer of Bonds, every purchaser of Bonds must agree to resell such
Bonds in accordance with the requirements of Regulation S, pursuant to an effective
registration statement under the Securities Act, or pursuant to an exemption from
registration, all of the above in accordance with the Conditions.






	(vii)	 	In connection with any transfer of Bonds prior to one year after the issuance of the Bonds
by the Issuer, every purchaser must certify that it is either not a “US Person” within the
meaning of Regulation S or a US Person who acquired the securities in a transaction exempt
from registration under the Securities Act.





6




SCHEDULE 2




Form of Global Bond




THE BONDS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IF SUCH TRANSFER IS EFFECTED (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULES 903 OR 904 (INCLUDING PRELIMINARY NOTES) OF REGULATION S UNDER THE SECURITIES ACT, (2)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS.



ISIN: XS0342120747



ENDEAVOUR ENERGY LUXEMBOURG S.A.R.L.




(incorporated with limited liability under the laws of the Grand Duchy of Luxembourg)




ENDEAVOUR INTERNATIONAL CORPORATION




(Incorporated under the laws of the state of Nevada)




U.S.$40,000,000 11.5 per cent. Guaranteed Convertible Bonds due 2014




Unconditionally and irrevocably guaranteed by Endeavour International Corporation




Global Bond




The Bonds in respect of which this Global Bond is issued form part of the series designated as
specified in the title (the “Bonds") of Endeavour Energy Luxembourg S.a.r.l. (the “Issuer").



The Issuer hereby certifies that The Bank of New York Depository (Nominees) Limited is, at the date
hereof, entered in the register of Bondholders as the holder of Bonds in the principal amount of



U.S.$40,000,000




(Forty million U.S. Dollars)




or such other amount as is shown on the register of Bondholders as being represented by this Global
Bond and is duly endorsed (for information purposes only) in the third column of the Schedule to
this Global Bond. For value received, the Issuer promises to pay the person who appears at the
relevant time on the register of Bondholders as holder of the Bonds in respect of which this Global
Bond is issued, such amount or amounts as shall become due and payable from time to time in respect
of such Bonds and otherwise to comply with the Conditions referred to below.



The Bonds are constituted by a trust deed dated 24 January 2008 (the “Trust Deed") between the
Issuer, Endeavour International Corporation as guarantor and BNY Corporate Trustee Services Limited
as trustee (the “Trustee") and are subject to the Trust Deed and the terms and conditions (the
“Conditions") set out in Schedule 1 to the Trust Deed, as modified by the provisions of this Global
Bond. Terms defined in the Trust Deed have the same meaning when used herein.



This Global Bond is evidence of entitlement only.



Title to the Bonds passes, subject to the transfer restrictions applicable to the Bonds, only on
due registration on the register of Bondholders and only the duly registered holder is entitled to
payments on Bonds in respect of which this Global Bond is issued.



Exchange for Definitive Registered Bonds



This Global Bond is exchangeable in whole but not in part (free of charge to the holder) for
Definitive Registered Bonds if this Global Bond is held on behalf of Euroclear Bank S.A./N.V.
(“Euroclear") or Clearstream Banking, société anonyme (“Clearstream, Luxembourg") or such other
clearing system as shall have been approved by the Trustee (the “Alternative Clearing System") and
any such clearing system is closed for business for a continuous period of 14 days or more (other
than by reason of legal holidays) or announces an intention permanently to cease business or does
in fact do so by such holder giving notice to the Paying, Transfer and Conversion Agent; and a
certificate to such effect signed by two directors of the Issuer is delivered to the Trustee.
Thereupon the holder of this Global Bond may give notice to the Trustee and the Paying, Transfer
and Conversion Agent of its intention to exchange this Global Bond for Definitive Registered Bonds
on or after the Conversion Date specified in the notice.



“Exchange Date” means a day falling not less than 30 days after that on which the notice requiring
exchange is given and on which banks are open for business in the city in which the specified
office of the Agent is located and except in the case of exchange pursuant to the above paragraph
in the cities in which Euroclear are located.



On and after the Exchange Date, this Global Bond may be exchanged in whole but not in part upon the
holder of this Global Bond surrendering the same at the specified office of the Paying, Transfer
and Conversion Agent (or such other place as the Trustee may agree) for Definitive Registered Bonds
and the Issuer or the Guarantor shall procure that the Paying, Transfer and Conversion Agent shall
issue and deliver, in full exchange for this Global Bond, Definitive Registered Bonds in an
aggregate principal amount equal to the principal amount of this Global Bond.



The Definitive Registered Bonds to be issued on such exchange will be in registered form in the
denominations of U.S.$1,000 each and shall bear the applicable restrictive legend as specified in
the Conditions.



Except as otherwise described herein, this Global Bond is subject to the Conditions and the Trust
Deed and, until it is exchanged for Definitive Registered Bonds, its holder shall be entitled to
the same benefits as if it were the holder of the Definitive Registered Bonds for which it may be
exchanged and as if such Definitive Registered Bonds had been issued on the date of this Global
Bond.



The Conditions shall be modified with respect to Bonds represented by this Global Bond by the
following provisions:



Payments



Until the entire principal amount of this Global Bond has been extinguished in exchange for
Definitive Registered Bonds, this Global Bond shall in all respects be entitled to the same
benefits as the Definitive Registered Bonds and shall be entitled to the benefit of and be bound by
the Trust Deed.



Payments of amounts falling due in respect of a Global Bond will be made against presentation for
endorsement and, if no further payment falls to be made on it, surrender of this Global Bond to or
to the order of the Paying, Transfer and Conversion Agent as shall have been notified to the
Bondholders for such purpose. A record of each payment so made will be endorsed in the appropriate
schedule to this Global Bond, which endorsement will be prima facie evidence that such payment has
been made.



No person shall be entitled to receive any payment on this Global Bond falling due after the
Exchange Date unless exchange of this Global Bond for Definitive Registered Bonds is improperly
withheld or refused and such withholding or refusal is continuing at the relevant payment date.



All payments of any amounts payable and paid to the holder shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the moneys payable hereon and on
the relevant Definitive Registered Bonds.



Notices



So long as this Global Bond is held on behalf of Euroclear or Clearstream, Luxembourg or any
Alternative Clearing System, notices required to be given to Bondholders may be given by their
being delivered to Euroclear and Clearstream, Luxembourg or, as the case may be, the Alternative
Clearing System, rather than by notification as required by the Conditions in which case such
notices shall be deemed to have been given to Bondholders on the date of delivery to Euroclear and
Clearstream, Luxembourg or, as the case may be, the Alternative Clearing System.



Prescription



Claims against the Issuer or the Guarantor in respect of the principal amount, interest amount or
any other amounts payable in respect of this Global Bond shall become void unless presentation for
payment is made within a period of 10 years in the case of principal and five years in the case of
interest or any other amounts from the appropriate Relevant Date.



Meetings



The holder hereof shall (unless this Global Bond represents only one Bond) be treated as one person
for the purposes of any quorum requirements of a meeting of Bondholders and, at any such meeting,
as having one vote in respect of each U.S.$1,000 principal amount of Bonds for which this Global
Bond may be exchanged.



Purchase and Cancellation



Cancellation of any Bond represented by this Global Bond which is required by the Conditions to be
cancelled will be effected by reduction in the principal amount of this Global Bond on its
presentation to or to the order of the Paying, Transfer and Conversion Agent for notation in
Schedule A.



Conversion Rights



For so long as this Global Bond is held on behalf of any one or more of Euroclear, Clearstream,
Luxembourg or the Alternative Clearing System, Conversion Rights (as defined in the Conditions) may
be exercised as against the Issuer from the day falling one month after the issue of the Bonds
until the close of business on the day which is 15 business days prior to the Maturity Date, by the
presentation to or to the order of the Paying, Transfer and Conversion Agent of this Global Bond
for appropriate notation, together with one or more Conversion Notices duly completed by or on
behalf of a holder of a book-entry interest. The provisions of Condition 7 will otherwise apply.



Notwithstanding the foregoing, conversion of the Bonds is subject to conditions based upon US
securities laws, as set forth in the Conditions.



Redemption at the Option of Bondholders



The option of the Bondholders provided for in Condition 8.2 may be exercised by the holder of this
Global Bond giving notice to the Paying, Transfer and Conversion Agent within the time limits
relating to the deposit of Bonds as set out in Condition 8.2, stating the principal amount of Bonds
in respect of which the option is exercised and at the same time presenting this Global Bond to the
Paying, Transfer and Conversion Agent for annotation accordingly in Schedule A hereto.



Without prejudice to the above provisions, for so long as all of the Bonds are represented by this
Global Bond and this Global Bond is held on behalf of Euroclear and/or Clearstream, Luxembourg, the
option of the Bondholders provided for in Condition 8.2 may be exercised by an accountholder giving
notice to the Paying, Transfer and Conversion Agent in accordance with the standard procedure of
Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by
Euroclear or Clearstream, Luxembourg or any common depository for them to the Paying, Transfer and
Conversion Agent by electronic means) and in a form acceptable to Euroclear and Clearstream,
Luxembourg of the principal amount of the Bonds in respect of which such option is exercised and at
the same time presenting or procuring the presentation of this Global Bond to the Paying, Transfer
and Conversion Agent for notation accordingly within the time limits set forth in that Condition.



Euroclear and Clearstream, Luxembourg



Bonds represented by this Global Bond are transferable in accordance with the rules and procedures
for the time being of Euroclear and Clearstream, Luxembourg as appropriate.



This Global Bond shall not be valid or become obligatory for any purpose until authenticated by or
on behalf of the Registrar.



This Global Bond is governed by and shall be construed in accordance with English law.



7



In witness whereof the Issuer has caused this Global Bond to be signed on its behalf.



Dated 24 January 2008



ENDEAVOUR ENERGY LUXEMBOURG S.A.R.L.



By:

Name: Mike Kirksey

Title: Category A Manager




This Global Bond is authenticated by or on behalf of the Registrar without warranty, recourse or
liability.



THE BANK OF NEW YORK



By:



Authorised Signatory



8



SCHEDULE A




Principal Amount of this Global Bond




The aggregate principal amount of this Global Bond is as shown by the latest entry made by or on
behalf of the Paying, Transfer and Conversion Agent in the fourth column below. Reductions in the
principal amount of this Global Bond following redemption or the purchase and cancellation of, or
exercise of Conversion Rights in respect of, Bonds are entered in the second and third columns
below.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Notation made
	 	 	 	 	 	 	 	 	by or on behalf
	 	 	 	 	 	 	 	 	of the Paying,
	 	 	 	 	 	 	Initial principal	 	Transfer and
	 	 	 	 	 	 	amount and	 	Conversion
	 	 	 	 	 	 	principal	 	Agent (other
	 	 	Reason for change	 	 	 	amount of this	 	than in respect
	 	 	in the principal	 	 	 	Global Bond	 	of the initial
	 	 	amount of this	 	Amount of such	 	following such	 	principal
	Date	 	Global Bond (1)	 	change	 	change	 	amount)
	24 January 2008

	 	Not applicable
	 	Not applicable
	 	U.S.$40,000,000
	 	Not applicable






(1) State whether reduction following (1) redemption of Bonds, (2) purchase and cancellation of
Bonds or (3) exercise of Conversion Rights.



9



SCHEDULE B



Interest Capitalisations in respect of this Global Bond




The following capitalisations of interest in respect of this Global Bond and the Bonds represented
by this Global Bond have been made:



Interest Capitalisation Date



Amount of interest capitalised



Outstanding Principal Amount of the Bonds



Notation made by or on behalf of the Registrar



10




SCHEDULE 3




Provisions for Meetings of Bondholders





	1.	 	A holder of Bonds (whether such Bonds are represented by a Global Bond or a Definitive
Registered Bond) may, by an instrument in writing in the English language (a “form of proxy")
signed by the holder or, in the case of a corporation, executed under its common seal or
signed on its behalf by an attorney or a duly authorised officer of the corporation and
delivered to the specified office of the Registrar or the Paying, Transfer and Conversion
Agent not less than 48 hours before the time fixed for the relevant meeting, appoint the
person (a “proxy") to act on his behalf in connection with any meeting of the Noteholders and
any adjourned such meeting.






	2.	 	A holder of a Bond in registered form which is a corporation may, by delivering to any
Paying, Transfer and Conversion Agent not later than 48 hours before the time fixed for any
meeting a resolution in English of its directors or other governing body, authorise any person
to act as its representative (a “representative") in connection with any meeting or proposed
meeting of Bondholders.






	3.	 	A proxy or representative so appointed shall so long as such appointment remains in force be
deemed, for all purposes in connection with any meeting or proposed meeting of Bondholders
specified in such appointment, to be the holder of the Bonds to which such appointment relates
and the holder of the Bonds shall be deemed for such purposes not to be the holder.






	4.	 	Each of the Issuer, the Guarantor and the Trustee at any time may, and the Trustee (subject
to its being indemnified and/or secured and/or prefunded to its satisfaction against all costs
and expenses thereby occasioned) upon a request in writing of Bondholders holding not less
than 10 per cent. in principal amount of the Bonds for the time being outstanding shall,
convene a meeting of Bondholders. Whenever any such party is about to convene any such meeting
it shall forthwith give notice in writing to each other party of the day, time and place of
the meeting and of the nature of the business to be transacted at it. Every such meeting shall
be held at such time and place as the Trustee may approve.






	5.	 	At least 21 days’ notice (exclusive of the day on which the notice is given and of the day on
which the meeting is held) specifying the day, time and place of meeting shall be given to the
Bondholders. A copy of the notice shall in all cases be given by the party convening the
meeting to each of the other parties. Such notice shall also specify, unless in any particular
case the Trustee otherwise agrees, the nature of the resolutions to be proposed and shall
include a statement to the effect that the Bondholders may appoint proxies by executing and
delivering a form of proxy in the English language as aforesaid or may appoint representatives
by resolution of their directors or other governing body.






	6.	 	A person (who may, but need not, be a Bondholder) nominated in writing by the Trustee may
take the chair at every such meeting but if no such nomination is made or if at any meeting
the person nominated shall not be present within 15 minutes after the time fixed for the
meeting the Bondholders present shall choose one of their number to be chairman, failing which
the Issuer may appoint a chairman. The chairman of an adjourned meeting need not be the same
person as was chairman of the original meeting.






	7.	 	At any such meeting any one or more persons present in person holding Bonds or being proxies
or representatives and holding or representing in the aggregate not less than 10 per cent. in
principal amount of the Bonds for the time being outstanding shall (except for the purpose of
passing an Extraordinary Resolution) form a quorum for the transaction of business and no
business (other than the choosing of a chairman) shall be transacted at any meeting unless the
requisite quorum be present at the commencement of business. The quorum at any such meeting
for passing an Extraordinary Resolution shall (subject as provided below) be one or more
persons present in person holding Bonds or being proxies or representatives and holding or
representing in the aggregate a clear majority in principal amount of the Bonds for the time
being outstanding provided that at any meeting the business of which includes any of the
matters specified in the proviso to paragraph 20 the quorum shall be one or more persons
present in person holding Bonds or being proxies or representatives and holding or
representing in the aggregate not less than two-thirds in principal amount of the Bonds for
the time being outstanding.






	8.	 	If within 15 minutes from the time fixed for any such meeting a quorum is not present the
meeting shall, if convened upon the requisition of Bondholders, be dissolved. In any other
case it shall stand adjourned (unless the Issuer, the Guarantor and the Trustee agree that it
be dissolved) for such period, not being less than 14 days nor more than 42 days, and to such
place, as may be decided by the chairman. At such adjourned meeting one or more persons
present in person holding Bonds or being proxies or representatives (whatever the principal
amount of the Bonds so held or represented) shall form a quorum and may pass any resolution
and decide upon all matters which could properly have been dealt with at the meeting from
which the adjournment took place had a quorum been present at such meeting provided that at
any adjourned meeting at which is to be proposed an Extraordinary Resolution for the purpose
of effecting any of the modifications specified in the proviso to paragraph 20 the quorum
shall be one or more persons so present holding Bonds or being proxies or representatives and
holding or representing in the aggregate not less than one-quarter in principal amount of the
Bonds for the time being outstanding.






	9.	 	The chairman may with the consent of (and shall if directed by) any meeting adjourn such
meeting from time to time and from place to place but no business shall be transacted at any
adjourned meeting except business which might lawfully have been transacted at the meeting
from which the adjournment took place.






	10.	 	At least 10 days’ notice of any meeting adjourned through want of a quorum shall be given in
the same manner as for an original meeting and such notice shall state the quorum required at
such adjourned meeting. It shall not, however, otherwise be necessary to give any notice of an
adjourned meeting.






	11.	 	Every question submitted to a meeting shall be decided in the first instance by a show of
hands and in case of equality of votes the chairman shall both on a show of hands and on a
poll have a casting vote in addition to the vote or votes (if any) which he may have as a
Bondholder or as a proxy or representative.






	12.	 	At any meeting, unless a poll is (before or on the declaration of the result of the show of
hands) demanded by the chairman, the Issuer, the Guarantor, the Trustee or by one or more
persons holding one or more Bonds or being proxies or representatives and holding or
representing in the aggregate not less than one-fiftieth in principal amount of the Bonds for
the time being outstanding, a declaration by the chairman that a resolution has been carried
or carried by a particular majority or lost or not carried by any particular majority shall be
conclusive evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against such resolution.






	13.	 	If at any meeting a poll is so demanded, it shall be taken in such manner and (subject as
provided below) either at once or after such an adjournment as the chairman directs and the
result of such poll shall be deemed to be the resolution of the meeting at which the poll was
demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the
continuation of the meeting for the transaction of any business other than the question on
which the poll has been demanded.






	14.	 	Any poll demanded at any meeting relating to the election of a chairman or on any question of
adjournment shall be taken at the meeting without adjournment.






	15.	 	The Issuer, the Guarantor and the Trustee (through their respective representatives) and
their respective financial and legal advisers and agents, with the prior approval of the
Trustee, may attend and speak at any meeting of Bondholders. No one else may attend at any
meeting of Bondholders or join with others in requesting the convening of such a meeting
unless he is the holder of a Bond or is a proxy or a representative.






	16.	 	At any meeting on a show of hands every person who is present in person and who produces a
Bond or is a proxy or a representative shall have one vote and on a poll every person who is
so present shall have one vote in respect of each U.S.$1,000 in principal amount of the Bonds
so produced or in respect of which he is a proxy or a representative. Without prejudice to the
obligations of proxies, any person entitled to more than one vote need not use all his votes
or cast all the votes to which he is entitled in the same way.






	17.	 	The proxy and representative need not be a Bondholder.






	18.	 	Each proxy shall be deposited at the registered office of the Guarantor or at such other
place as the Trustee shall designate or approve, not less than 24 hours before the time
appointed for holding the meeting or adjourned meeting at which the proxies named in the form
of proxy propose to vote, and in default the form of proxy shall not be treated as valid
unless the chairman of the meeting decides otherwise before such meeting or adjourned meeting
proceeds to business. A certified copy of each such form of proxy and satisfactory proof (if
applicable) shall if required by the Trustee be produced by the proxy at the meeting or
adjourned meeting but the Trustee shall not thereby be obliged to investigate or be concerned
with the validity of, or the authority of, the proxy named in any such form of proxy.






	19.	 	Any vote given in accordance with the terms of a form of proxy shall be valid even if the
form of proxy or any of the Bondholders’ instructions pursuant to which it was executed has
been previously revoked or amended, provided that no intimation in writing of such revocation
or amendment shall have been received from the relevant Paying, Transfer and Conversion Agent
by the Guarantor or the Trustee at its registered office or by the chairman of the meeting in
each case not less than 24 hours before the time fixed for the meeting or adjourned meeting at
which the form of proxy is used.






	20.	 	A meeting of Bondholders shall, subject to the Conditions, in addition to the powers given
above, but without prejudice to any powers conferred on other persons by this Trust Deed, have
power exercisable by Extraordinary Resolution:






	20.1	 	to sanction any proposal by the Issuer, the Guarantor or the Trustee for any modification,
abrogation, variation or compromise of, or arrangement in respect of, the rights of the
Bondholders against the Issuer or the Guarantor or against any of its property whether such
rights shall arise under this Trust Deed or otherwise;






	20.2	 	to sanction any scheme or proposal for the exchange, substitution or sale of the Bonds for,
or the conversion of the Bonds into, or the cancellation of the Bonds in consideration of,
            shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or
securities of the Issuer or the Guarantor or any other body corporate formed or to be formed,
or for or into or in consideration of cash, or partly for or into or in consideration of such
            shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or
securities as aforesaid and partly for or into or in consideration of cash;






	20.3	 	to assent to any modification of this Trust Deed, the Conditions, the Guarantee, which shall
be proposed by the Issuer, the Guarantor or the Trustee;






	20.4	 	to authorise anyone to concur in and do all such things as may be necessary to carry out and
to give any authority, direction or sanction which under this Trust Deed or the Bonds is
required to be given by Extraordinary Resolution;






	20.5	 	to appoint any persons (whether Bondholders or not) as a committee or committees to represent
the interests of the Bondholders and to confer upon such committee or committees any powers or
discretions which the Bondholders could themselves exercise by Extraordinary Resolution;






	20.6	 	to approve a person proposed to be appointed as a new Trustee and to remove any Trustee; and






	20.7	 	to discharge or exonerate the Trustee from any liability in respect of any act or omission
for which it may become responsible under this Trust Deed or the Bonds;






provided that the special quorum provisions contained in the proviso to paragraph 5 and, in
the case of an adjourned meeting, in the proviso to paragraph 8 shall apply in relation to
any Extraordinary Resolution for the purpose of paragraph 20.2 or for the purpose of
paragraph 20.3 and making any modification to the provisions contained in this Trust Deed,
the Conditions, the Guarantee or the Bonds which would have the effect of:




	 	(a)	 	modifying the Maturity Date or any date for payment of interest on the Bonds;






	 	(b)	 	reducing or cancelling the principal amount of, or the rate of interest
payable in respect of, or altering the currency of payment of, the Bonds;






	 	(c)	 	modifying or varying the Conversion Rights in respect of the Bonds;






	 	(d)	 	modifying certain of the Conditions or certain of the provisions of the Trust
Deed or the Guarantee; or






	 	(e)	 	amending this proviso.






	21.	 	An Extraordinary Resolution passed at a meeting of Bondholders duly convened and held in
accordance with this Trust Deed shall be binding upon all the Bondholders, whether or not
present at such meeting and whether or not they vote in favour, and each of the Bondholders
shall be bound to give effect to it accordingly. The passing of any such resolution shall be
conclusive evidence that the circumstances of such resolution justify the passing of it.






	22.	 	The expression “Extraordinary Resolution” means a resolution passed at a meeting of
Bondholders duly convened and held in accordance with these provisions by a majority
consisting of not less than three-quarters of the votes cast. A resolution in writing signed
by or on behalf of Bondholders representing in aggregate not less than three-quarters of the
aggregate principal amount outstanding of the Bonds shall be effective as an Extraordinary
Resolution. Such a resolution in writing may be contained in one document or several documents
in the same form each signed by or on behalf of one or more Bondholders.






	23.	 	Minutes of all resolutions and proceedings at every such meeting shall be made and entered in
the books to be from time to time provided for that purpose by the Issuer or the Trustee and
any such minutes, if purporting to be signed by the chairman of the meeting at which such
resolutions were passed or proceedings transacted or by the chairman of the next succeeding
meeting of Bondholders, shall be conclusive evidence of the matters contained in them and
until the contrary is proved every such meeting in respect of the proceedings of which minutes
have been so made and signed shall be deemed to have been duly convened and held and all
resolutions passed or proceedings transacted at it to have been duly passed and transacted.






	24.	 	Subject to all other provisions contained in this Trust Deed the Trustee may without the
consent of the Bondholders prescribe such further regulations regarding the holding of
meetings of Bondholders and attendance and voting at them as the Trustee may in its sole
discretion determine including particularly (but without prejudice to the generality of the
foregoing) such regulations and requirements as the Trustee thinks reasonable:






	24.1	 	so as to satisfy itself that persons who purport to requisition a meeting in accordance with
paragraph 2 or who purport to make any requisition to the Trustee in accordance with this
Trust Deed are in fact Bondholders; and






	24.2	 	as to the form of proxy to be issued pursuant to paragraph 1 so as to satisfy itself that
persons who purport to attend or vote at any meeting of Bondholders are entitled to do so in
accordance with this Trust Deed.






	25.	 	If and whenever the Issuer shall have issued and have outstanding any Bonds which are not
identical and do not form one single series then those Bonds which are in all respects
identical shall be deemed to constitute a separate series of the Bonds and the foregoing
provisions of this Schedule shall have effect subject to the following modifications:






	25.1	 	a resolution which in the opinion of the Trustee affects one series only of the Bonds shall
be deemed to have been duly passed if passed at a separate meeting of the holders of the Bonds
of that series;






	25.2	 	a resolution which in the opinion of the Trustee affects more than one series of the Bonds
but does not give rise to a conflict of interest between the holders of Bonds of any of the
series so affected shall be deemed to have been duly passed if passed at a single meeting of
the holders of the Bonds of all the series so affected;






	25.3	 	a resolution which in the opinion of the Trustee affects more than one series of the Bonds
and gives or may give rise to a conflict of interest between the holders of the Bonds of any
of the series so affected shall be deemed to have been duly passed only if it shall be duly
passed at separate meetings of the holders of the Bonds of each series so affected; and






	25.4	 	to all such meetings as aforesaid all the preceding provisions of this Schedule shall mutatis
mutandis apply as though references therein to Bonds and holders were references to the Bonds
of the series or group of series in question and to the holders of such Bonds respectively.






	26.	 	Nothing in this Trust Deed shall prevent any of the proxies named in any form of proxy from
being a director, managing director, officer or representative of, or otherwise connected
with, the Issuer, the Guarantor or any of its other Subsidiaries.






	27.	 	References in this Schedule to Agents shall, where the context requires, be taken to be
references to Paying, Transfer and Conversion Agent.





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SCHEDULE 4




Form of Officers’/Manager’s Certificate




[ON THE HEADED PAPER OF THE ISSUER/GUARANTOR]




	 	 	 
	To:

	 	BNY Corporate Trustee Services Limited

One Canada Square

London E14 5AL

United Kingdom






[Date]




Dear Sirs



Endeavour Energy Luxembourg S.a.r.l.


U.S.$40,000,000 11.5 per cent. Guaranteed Convertible Bonds due 2014


guaranteed by Endeavour International Corporation



This certificate is delivered to you in accordance with Clause 10.5 of the Trust Deed dated 24
January 2008 (the “Trust Deed") and made between Endeavour Energy Luxembourg S.a.r.l. (the
“Issuer"), Endeavour International Corporation (the “Guarantor") and BNY Corporate Trustee Services
Limited (the “Trustee"). All words and expressions defined in the Trust Deed shall (save as
otherwise provided herein or unless the context otherwise requires) have the same meanings herein.




	(a)	 	As at [     ]1, no Event of Default or Potential Event of Default existed [other
than [     ]]2 and no Event of Default or Potential Event of Default had existed at
any time since [     ]3[the Certification Date (as defined in the Trust Deed) of the
last certificate delivered under Clause 10.54 [other than [     ]]5; and






	(b)	 	From and including [     ]3 [the Certification Date of the last certificate
delivered under Clause 10.5]4 to and including [     ]1, the
Issuer/Guarantor confirm that no breach in respect of its obligations under the Trust Deed,
or, in the case of the Guarantor, the Guarantee [other than [     ]]6 has
occurred.





For and on behalf of



[Officer/Manager] [Officer/Manager]




	 	 	1. Specify a date not more than 5 days before the date of delivery of the
certificate.





	 	 	 
	2

3

4

5

6

	 	If any Event of Default or Potential Event of Default did exist, give details; otherwise delete.

Insert date of Trust Deed in respect of the first certificate delivered under Clause 10.5, otherwise delete.

Include unless the certificate is the first certificate delivered under Clause 10.5, in which case delete.

If any Event of Default or Potential Event of Default did exist, give details; otherwise delete.

If the Issuer/Guarantor has failed to comply with any obligation(s), give details, otherwise delete.










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IN WITNESS WHEREOF this deed is delivered the day and year first before written.



ENDEAVOUR ENERGY LUXEMBOURG S.A.R.L.



By:

Name: Mike Kirksey

Title: Category A Manager




ENDEAVOUR INTERNATIONAL CORPORATION



By:



BNY CORPORATE TRUSTEE SERVICES LIMITED



Acting by two of its lawful attorneys



     



	 
	AttorneyAttorney

In the presence of:

	Witness:

	Signature:

	Address:








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