exv4w2



 






Exhibit 4.2




 







ENDEAVOUR INTERNATIONAL CORPORATION




AND




_________________________________________,




TRUSTEE




INDENTURE




DATED AS OF




__________________________




DEBT SECURITIES

(SUBORDINATED DEBT)




 






Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities




 









 








Endeavour International Corporation




Reconciliation and tie between Trust Indenture Act of 1939

and Indenture, dated as of _________________




	 	 	 	 	 	 	 
	Section of	 	 	 	 	 	 
	Trust	 	 	 	 	 	 
	Indenture	 	 	 	 	 	Section(s) of
	Act of 1939	 	 	 	 	 	Indenture
	Section 310
	 	(a)	 	(1)	 	609
	 
	 	(a)	 	(2)	 	609
	 
	 	(a)	 	(3)	 	Not Applicable
	 
	 	(a)	 	(4)	 	Not Applicable
	 
	 	(a)	 	(5)	 	609
	 
	 	(b)	 	 	 	608, 610
	Section 311
	 	(a)	 	 	 	613
	 
	 	(b)	 	 	 	613
	 
	 	(c)	 	 	 	Not Applicable
	Section 312
	 	(a)	 	 	 	701, 702(a)
	 
	 	(b)	 	 	 	702(b)
	 
	 	(c)	 	 	 	702(c)
	Section 313
	 	(a)	 	 	 	703(a)
	 
	 	(b)	 	 	 	703(b)
	 
	 	(c)	 	 	 	703(c)
	 
	 	(d)	 	 	 	703(d)
	Section 314
	 	(a)	 	 	 	704, 1005
	 
	 	(b)	 	 	 	Not Applicable
	 
	 	(c)	 	(1)	 	103
	 
	 	(c)	 	(2)	 	103
	 
	 	(c)	 	(3)	 	Not Applicable
	 
	 	(d)	 	 	 	Not Applicable
	 
	 	(e)	 	 	 	103
	Section 315
	 	(a)	 	 	 	601(a)
	 
	 	(b)	 	 	 	602
	 
	 	(c)	 	 	 	601(b)
	 
	 	(d)	 	 	 	601(c)
	 
	 	(d)	 	(1)	 	601 (c) (1)
	 
	 	(d)	 	(2)	 	601 (c) (2)
	 
	 	(d)	 	(3)	 	601(c) (3)
	 
	 	(e)	 	 	 	514
	Section 316
	 	(a)	 	(1) (A)	 	512
	 
	 	(a)	 	(1) (5)	 	513
	 
	 	(a)	 	(2)	 	Not Applicable
	 
	 	(a)	 	(last sentence)	 	101
	 
	 	(b)	 	 	 	508
	Section 317
	 	(a)	 	(1)	 	503
	 
	 	(a)	 	(2)	 	504
	 
	 	(b)	 	 	 	1003
	Section 318
	 	(a)	 	 	 	108






	 	 	 
	Note:

	 	This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.






Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 101.	 	Definitions	 	 	1	 
	 
	 	Section 102.	 	Incorporation by Reference of Trust Indenture Act	 	 	7	 
	 
	 	Section 103.	 	Compliance Certificates and Opinions	 	 	8	 
	 
	 	Section 104.	 	Form of Documents Delivered to Trustee	 	 	8	 
	 
	 	Section 105.	 	Acts of Holders; Record Dates	 	 	8	 
	 
	 	Section 106.	 	Notices, Etc., to Trustee and Company	 	 	9	 
	 
	 	Section 107.	 	Notice to Holders; Waiver	 	 	10	 
	 
	 	Section 108.	 	Conflict With Trust Indenture Act	 	 	10	 
	 
	 	Section 109.	 	Effect of Headings and Table of Contents	 	 	10	 
	 
	 	Section 110.	 	Successors and Assigns	 	 	10	 
	 
	 	Section 111.	 	Separability Clause	 	 	10	 
	 
	 	Section 112.	 	Benefits of Indenture	 	 	10	 
	 
	 	Section 113.	 	Governing Law	 	 	10	 
	 
	 	Section 114.	 	Legal Holidays	 	 	11	 
	 
	 	Section 115.	 	Corporate Obligation	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE TWO SECURITY FORMS	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 201.	 	Forms Generally	 	 	11	 
	 
	 	Section 202.	 	Form of Trustee’s Certificate of Authentication	 	 	11	 
	 
	 	Section 203.	 	Securities in Global Form	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE THREE THE SECURITIES	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 301.	 	Amount Unlimited; Issuable in Series	 	 	14	 
	 
	 	Section 302.	 	Denominations	 	 	16	 
	 
	 	Section 303.	 	Execution, Authentication, Delivery and Dating	 	 	16	 
	 
	 	Section 304.	 	Temporary Securities	 	 	17	 
	 
	 	Section 305.	 	Registration, Registration of Transfer and Exchange	 	 	17	 
	 
	 	Section 306.	 	Mutilated, Destroyed, Lost and Stolen Securities	 	 	18	 
	 
	 	Section 307.	 	Payment of Interest; Interest Rights Preserved	 	 	19	 
	 
	 	Section 308.	 	Persons Deemed Owners	 	 	19	 
	 
	 	Section 309.	 	Cancellation	 	 	20	 
	 
	 	Section 310.	 	Computation of Interest	 	 	20	 
	 
	 	Section 311.	 	CUSIP Numbers	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 401.	 	Satisfaction and Discharge of Indenture	 	 	20	 
	 
	 	Section 402.	 	Application of Trust Money	 	 	22	 
	 
	 	Section 403.	 	Discharge of Liability on Securities of Any Series	 	 	22	 
	 
	 	Section 404.	 	Reinstatement	 	 	22	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE FIVE REMEDIES	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 501.	 	Events of Default	 	 	23	 
	 
	 	Section 502.	 	Acceleration of Maturity; Rescission and Annulment	 	 	24	 
	 
	 	Section 503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	 	25	 






	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

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	 	Section 504.	 	Trustee May File Proofs of Claim	 	 	25	 
	 
	 	Section 505.	 	Trustee May Enforce Claims Without Possession of Securities or Coupons	 	 	26	 
	 
	 	Section 506.	 	Application of Money Collected	 	 	26	 
	 
	 	Section 507.	 	Limitation on Suits	 	 	27	 
	 
	 	Section 508.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	 	27	 
	 
	 	Section 509.	 	Restoration of Rights and Remedies	 	 	27	 
	 
	 	Section 510.	 	Rights and Remedies Cumulative	 	 	28	 
	 
	 	Section 511.	 	Delay or Omission Not Waiver	 	 	28	 
	 
	 	Section 512.	 	Control by Holders	 	 	28	 
	 
	 	Section 513.	 	Waiver of Past Defaults	 	 	28	 
	 
	 	Section 514.	 	Undertaking for Costs	 	 	28	 
	 
	 	Section 515.	 	Waiver of Stay or Extension Laws	 	 	29	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE SIX THE TRUSTEE	 	 	29	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 601.	 	Certain Duties and Responsibilities	 	 	29	 
	 
	 	Section 602.	 	Notice of Defaults	 	 	30	 
	 
	 	Section 603.	 	Certain Rights of Trustee	 	 	30	 
	 
	 	Section 604.	 	Not Responsible for Recitals or Issuance of Securities	 	 	31	 
	 
	 	Section 605.	 	May Hold Securities	 	 	31	 
	 
	 	Section 606.	 	Money Held in Trust	 	 	31	 
	 
	 	Section 607.	 	Compensation and Reimbursement	 	 	31	 
	 
	 	Section 608.	 	Disqualification; Conflicting Interests	 	 	32	 
	 
	 	Section 609.	 	Corporate Trustee Required; Eligibility	 	 	32	 
	 
	 	Section 610.	 	Resignation and Removal; Appointment of Successor	 	 	32	 
	 
	 	Section 611.	 	Acceptance of Appointment by Successor	 	 	33	 
	 
	 	Section 612.	 	Merger, Conversion, Consolidation or Succession to Business	 	 	34	 
	 
	 	Section 613.	 	Preferential Collection of Claims Against Company	 	 	34	 
	 
	 	Section 614.	 	Appointment of Authenticating Agent	 	 	34	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE SEVEN HOLDER’S LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	36	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 701.	 	Company to Furnish Trustee Names and Addresses of Holders	 	 	36	 
	 
	 	Section 702.	 	Preservation of Information; Communications to Holders	 	 	36	 
	 
	 	Section 703.	 	Reports by Trustee	 	 	36	 
	 
	 	Section 704.	 	Reports by Company	 	 	37	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	 	37	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 801.	 	Company May Consolidate, Etc., Only on Certain Terms	 	 	37	 
	 
	 	Section 802.	 	Successor Person Substituted	 	 	37	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES	 	 	38	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 901.	 	Supplemental Indentures Without Consent of Holders	 	 	38	 
	 
	 	Section 902.	 	Supplemental Indentures With Consent of Holders	 	 	39	 
	 
	 	Section 903.	 	Execution of Supplemental Indentures	 	 	39	 
	 
	 	Section 904.	 	Effect of Supplemental Indentures	 	 	40	 
	 
	 	Section 905.	 	Conformity With Trust Indenture Act	 	 	40	 
	 
	 	Section 906.	 	Reference in Securities to Supplemental Indentures	 	 	40	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE TEN COVENANTS	 	 	40	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 1001.	 	Payment of Principal, Premium and Interest	 	 	40	 
	 
	 	Section 1002.	 	Maintenance of Office or Agency	 	 	40	 






	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

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	 	Section 1003.	 	Money for Securities Payments to be Held in Trust	 	 	40	 
	 
	 	Section 1004.	 	Existence	 	 	41	 
	 
	 	Section 1005.	 	Statement by Officers as to Default	 	 	42	 
	 
	 	Section 1006.	 	Waiver of Certain Covenants	 	 	42	 
	 
	 	Section 1007.	 	Additional Amounts	 	 	42	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES	 	 	43	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 1101.	 	Applicability of Article	 	 	43	 
	 
	 	Section 1102.	 	Election to Redeem; Notice to Trustee	 	 	43	 
	 
	 	Section 1103.	 	Selection by Trustee of Securities to be Redeemed	 	 	43	 
	 
	 	Section 1104.	 	Notice of Redemption	 	 	43	 
	 
	 	Section 1105.	 	Deposit of Redemption Price	 	 	44	 
	 
	 	Section 1106.	 	Securities Payable on Redemption Date	 	 	44	 
	 
	 	Section 1107.	 	Securities Redeemed in Part	 	 	44	 
	 
	 	Section 1108.	 	Purchase of Securities	 	 	44	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE TWELVE SINKING FUNDS	 	 	45	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 1201.	 	Applicability of Article	 	 	45	 
	 
	 	Section 1202.	 	Satisfaction of Sinking Fund Payments with Securities	 	 	45	 
	 
	 	Section 1203.	 	Redemption of Securities for Sinking Fund	 	 	45	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE THIRTEEN SUBORDINATION	 	 	46	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 1301.	 	Securities Subordinated to Senior Indebtedness	 	 	46	 
	 
	 	Section 1302.	 	No Payment on Securities in Certain Circumstances	 	 	46	 
	 
	 	Section 1303.	 	Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution,	 	 	 	 
	 
	 	 	 	Liquidation or Reorganization	 	 	47	 
	 
	 	Section 1304.	 	Subrogation to Rights of Holders of Senior Indebtedness	 	 	47	 
	 
	 	Section 1305.	 	Obligations of the Company Unconditional	 	 	48	 
	 
	 	Section 1306.	 	Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice	 	 	48	 
	 
	 	Section 1307.	 	Application by Trustee of Amounts Deposited with It	 	 	49	 
	 
	 	Section 1308.	 	Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders	 	 	 	 
	 
	 	 	 	of Senior Indebtedness	 	 	49	 
	 
	 	Section 1309.	 	Trustee to Effectuate Subordination of Securities	 	 	49	 
	 
	 	Section 1310.	 	Right of Trustee to Hold Senior Indebtedness	 	 	49	 
	 
	 	Section 1311.	 	Article Thirteen Not to Prevent Events of Default	 	 	50	 
	 
	 	Section 1312.	 	No Fiduciary Duty of Trustee to Holders of Senior Indebtedness	 	 	50	 
	 
	 	Section 1313.	 	Article Applicable to Paying Agent	 	 	50	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE FOURTEEN MEETINGS OF HOLDERS OF SECURITIES	 	 	50	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 1401.	 	Purposes for Which Meetings May Be Called	 	 	50	 
	 
	 	Section 1402.	 	Call, Notice and Place of Meetings	 	 	50	 
	 
	 	Section 1403.	 	Persons Entitled to Vote at Meetings	 	 	51	 
	 
	 	Section 1404.	 	Quorum; Action	 	 	51	 
	 
	 	Section 1405.	 	Determination of Voting Rights; Conduct and Adjournment of Meetings	 	 	51	 
	 
	 	Section 1406.	 	Counting Votes and Recording Action of Meetings	 	 	52	 






	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	iii






 









 






     INDENTURE, dated as of ___, between ENDEAVOUR INTERNATIONAL
CORPORATION, a corporation duly organized and existing under the laws of the State of Nevada
(herein called the “Company”), having its principal office at 1000 Main Street, Suite 3300,
Houston, Texas 77002, and ___, a national banking association, as Trustee
(herein called the “Trustee”), the office of the Trustee at which at the date hereof its corporate
trust business is principally administered being _________.



RECITALS OF THE COMPANY




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured subordinated debentures, notes or other evidences
of indebtedness (herein called the “Securities”) to be issued in one or more series as in
this Indenture provided.



     This Indenture is subject to the provisions of the Trust Indenture Act and the rules and
regulations of the Commission promulgated thereunder that are required to be part of this Indenture
and, to the extent applicable, shall be governed by such provisions.



     All things necessary to make this Indenture a valid agreement of the Company, in accordance
with its terms, have been done.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




Section 101. Definitions.




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




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




     (2) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles in the United States, and,
except as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted in the United States at the date of such
computation; and




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



     Certain terms, used principally in Article Six, are defined in Section 102.



     “Act”, when used with respect to any Holder, has the meaning specified in Section 105.



     “Additional Amounts” means any additional amounts that are required by the express terms of a
Security or by or pursuant to a Board Resolution, under circumstances specified therein or pursuant
thereto, to be paid by the



	 	 	 	 	 
	Exhibit 4 2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	1






 









 





Company with respect to certain taxes, assessments or other governmental charges imposed on
certain Holders and that are owing to such Holders.




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



     “Agent Members” has the meaning specified in Section 203.



     “Authenticating Agent” means any Person, which may include the Company, authorized by the
Trustee to act on behalf of the Trustee pursuant to Section 614 to authenticate Securities of one
or more series.



     “Authorized Newspaper” means a newspaper, in the English language or in an official language
of the country of publication, customarily published on each Business Day, whether or not published
on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which
the term is used or in the financial community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be made in the same
or in different newspapers in the same city meeting the foregoing requirements and in each case on
any Business Day.



     “Board of Directors” means either the board of directors of the Company or any duly authorized
committee of that board.



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



     “Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of
Payment are authorized or obligated by law or executive order to close.



     “Capital Stock” means, with respect to any Person, any and all shares, interests, rights to
purchase (other than convertible or exchangeable Indebtedness), warrants, options, participations
or other equivalents of or interests (however designated) in stock issued by that Person.



     “Capitalized Lease Obligation” means rental obligations under a lease that are required to be
capitalized for financial reporting purposes in accordance with generally accepted accounting
principles, and the amount of Indebtedness represented by such obligations shall be the capitalized
amount of such obligations, as determined in accordance with generally accepted accounting
principles.



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, as amended, or, if at any time after the
execution of this instrument such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties at such time.



     “Company” means the Person named as the “Company” in the first paragraph of this instrument
until a successor Person shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Company” shall mean such successor Person.



     “Company Request” and “Company Order” mean, respectively, a written request or order signed in
the name of the Company by its Chairman of the Board, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its Secretary or an
Assistant Secretary, and delivered to the Trustee.



	 	 	 	 	 
	Exhibit 4 2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	2






 









 






     “Conversion Event” has the meaning specified in Section 501.



     “Corporate Trust Office” means the principal office of the Trustee in
___at which at any particular time its corporate trust business shall be
principally administered, which office at the date hereof is that indicated in the introductory
paragraph of this Indenture.



     “Defaulted Interest” has the meaning specified in Section 307.



     “Depositary” means, with respect to the Securities of any series issuable or issued in whole
or in part in global form, the Person designated as Depositary by the Company pursuant to Section
301 with respect to the Securities of such series until a successor Depositary shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall
mean or include each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, “Depositary” as used with respect to the Securities of any series shall mean
such Person.



     “Designated Senior Indebtedness”, unless otherwise provided with respect to the Securities of
a series as contemplated by Section 301, means any Senior Indebtedness that (i) in the instrument
evidencing the same or the assumption or guarantee thereof (or related documents to which the
Company is a party) is expressly designated as “Designated Senior Indebtedness” for purposes of
this Indenture and (ii) satisfies such other conditions as may be provided with respect to the
Securities of such series; provided that such instruments or documents may place limitations and
conditions on the right of such Senior Indebtedness to exercise the rights of Designated Senior
Indebtedness.



     “Disqualified Capital Stock” means, when used with respect to the Securities of any series,
(a) except as set forth in (b), with respect to any Person, Capital Stock of such Person that, by
its terms or by the terms of any security into which it is convertible, exercisable or
exchangeable, is, or upon the happening of an event or the passage of time would be, required to be
redeemed or repurchased (including at the option of the holder thereof) by such Person or any
Subsidiary of such Person, in whole or in part, on or prior to the Stated Maturity of the
Securities of such series, and (b) with respect to any Subsidiary of such Person (including with
respect to any Subsidiary of the Company), any Capital Stock other than any common stock with no
preference, privileges, or redemption or repayment provisions.



     “Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United
States as at the time shall be legal tender for the payment of public and private debts.



     “Event of Default” has the meaning specified in Section 501.



     “Exchange Rate” has the meaning specified in Section 501.



     “Holder”, when used with respect to any Security, means the Person in whose name the Security
is registered in the Security Register.



     “Indebtedness” of any Person, unless otherwise provided with respect to the Securities of a
series as contemplated by Section 301, means, without duplication, the following (whether currently
outstanding or hereafter incurred or created): (i) all liabilities and obligations, contingent or
otherwise, of any such Person (a) in respect of borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion thereof), (b) evidenced by
bonds, notes, debentures or similar instruments, (c) representing the balance deferred and unpaid
of the purchase price of any property or services, except such as would constitute trade payables
to trade creditors in the ordinary course of business that are not more than 90 days past their
original due date, (d) evidenced by bankers’ acceptances or similar instruments issued or accepted
by banks, (e) for the payment of money relating to a Capitalized Lease Obligation or (f) evidenced
by a letter of credit or a reimbursement obligation of such Person with respect to any letter of
credit; (ii) all net obligations of such Person under Interest Swap and Hedging Obligations; (iii)
all liabilities of others of the kind described in the preceding clause (i) or (ii) that such
Person has guaranteed or that is otherwise its legal liability and all obligations to purchase,
redeem or acquire any Capital Stock; and (iv) any and all deferrals, renewals, extensions,
refinancings, refundings (whether direct or



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	3






 









 





indirect) of, or amendments, modifications or supplements to, any liability of the kind
described in any of the preceding clauses (i) (ii) or (iii), or this clause (iv), whether or not
between or among the same parties.




     “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of particular series of Securities
established as contemplated by Section 301 and the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument.



     “interest”, when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after Maturity.



     “Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of
an installment of interest on such Security.



     “Interest Swap and Hedging Obligation” means any obligation of any Person pursuant to any
interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest
rate exchange agreement, currency exchange agreement or any other agreement or arrangement designed
to protect against fluctuations in interest rates or currency values, including, without
limitation, any arrangement whereby, directly or indirectly, such Person is entitled to receive
from time to time periodic payments calculated by applying either a fixed or floating rate of
interest on a stated notional amount in exchange for periodic payments made by such Person
calculated by applying a fixed or floating rate of interest on the same notional amount.



     “Judgment Currency” has the meaning specified in Section 506.



     “Junior Security” of a Person means, when used with respect to the Securities of any series,
any Qualified Capital Stock of such Person or any Indebtedness of such Person that is subordinated
in right of payment to the Securities of such series and has no scheduled installment of principal
due, by redemption, sinking fund payment or otherwise, on or prior to the Stated Maturity of the
Securities of such series.



     “Maturity”, when used with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the President
or a Vice President, and by the Treasurer, the Controller, the Secretary or an Assistant Treasurer,
Assistant Controller or Assistant Secretary, of the Company, and delivered to the Trustee, which
certificate shall comply with Section 103.



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for or an employee
of the Company, rendered, if applicable, in accordance with Section 314(c) of the Trust Indenture
Act, which opinion shall comply with Section 103.



     “Original Issue Discount Security” means any Security which is issued at a price lower than
the principal amount payable upon the Stated Maturity thereof and which provides for an amount less
than the principal amount thereof to be due and payable upon redemption thereof or upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.



     “Outstanding”, when used with respect to Securities of a series, means, as of the date of
determination, all Securities of such series theretofore authenticated and delivered under this
Indenture, except:




     (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;




     (ii) Securities for whose payment or redemption money in the necessary amount has been
theretofore irrevocably deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the Company shall
act as its own Paying Agent) for



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	4






 









 







the Holders of such Securities; provided that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made; and




     (iii) Securities which have been paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid obligations of the Company;


provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, or whether a quorum is present at a meeting of Holders of Securities, (a) the
principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for
such purposes shall be the principal amount thereof that would be due and payable as of the date of
such determination if the Maturity thereof were accelerated on such date pursuant to Section 502,
(b) the principal amount of a Security denominated in a foreign currency shall be the U.S. dollar
equivalent, determined by the Company on the date of original issuance of such Security, of the
principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent, determined on the date of original issuance of such Security, of the amount determined
as provided in (a) above), of such Security and (c) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization, direction, notice, consent or
waiver or upon any such determination as to the presence of a quorum, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not
the Company or any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.




     “Paying Agent” means any Person, which may include the Company, authorized by the Company to
pay the principal of (and premium, if any) or interest on or Additional Amounts with respect to any
one or more series of Securities on behalf of the Company.



     “Payment Default” has the meaning specified in Section 1302(a).



     “Payment Notice” has the meaning specified in Section 1302(b).



     “Person” means any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof or any other entity of any kind.



     “Place of Payment”, when used with respect to the Securities of any series, means the place or
places where the principal of (and premium, if any) and interest on and any Additional Amounts with
respect to the Securities of that series are payable as specified in accordance with Section 301,
subject to the provisions of Section 1002.



     “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 306 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.



     “Qualified Capital Stock” means any Capital Stock of the Company that is not Disqualified
Capital Stock.



     “Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed
for such redemption by or pursuant to the terms of such Security and this Indenture.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	5






 









 






     “Redemption Price”, when used with respect to any Security to be redeemed, means the price at
which it is to be redeemed pursuant to the terms of such Security and this Indenture.



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by Section 302, or, if not
so specified, the last day of the calendar month preceding such Interest Payment Date if such
Interest Payment Date is the fifteenth day of the calendar month or the fifteenth day of the
calendar month preceding such Interest Payment Date if such Interest Payment Date is the first day
of a calendar month, whether or not such day shall be a Business Day.



     “Required Currency” has the meaning specified in Section 506.



     “Responsible Officer”, when used with respect to the Trustee, means the Chairman or any Vice
Chairman of the Board of Directors, the Chairman or any Vice Chairman of the Executive Committee of
the Board of Directors, the Chairman of the Trust Committee, the President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any
Assistant Cashier, any Trust Officer or Assistant Trust Officer, the Controller or any Assistant
Controller or any other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because of his knowledge
of and familiarity with the particular subject.



     “Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture.



     “Security Custodian” means, with respect to Securities of a series issued in global form, the
Trustee for Securities of such series, acting in its capacity as custodian with respect to the
Securities of such series, or any successor entity thereto.



     “Security Register” and “Security Registrar” have the respective meanings specified in Section
305.



     “Senior Indebtedness” of the Company, unless otherwise provided with respect to the Securities
of a series as contemplated by Section 301, means (i) all Indebtedness of the Company, whether
currently outstanding or hereafter issued, unless, by the terms of the instrument creating or
evidencing such Indebtedness, it is provided that such Indebtedness is not superior in right of
payment to the Securities or to other Indebtedness which is pan passu with or subordinated to the
Securities, and (ii) any modifications, refunding, deferrals, renewals or extensions of any such
Indebtedness or securities, notes or other evidences of Indebtedness issued in exchange for such
Indebtedness; provided that in no event shall “Senior Indebtedness” include (a) Indebtedness of the
Company owed or owing to any Subsidiary of the Company or any officer, director or employee of the
Company or any Subsidiary of the Company, (b) Indebtedness to trade creditors or (c) any liability
for taxes owed or owing by the Company.



     “Special Record Date” for the payment of any Defaulted Interest on the Securities of any
series means a date fixed by the Trustee pursuant to Section 307.



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



     “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock”
means stock which ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of any contingency.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
until a successor Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee
hereunder, and if at any time there is more than



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	6






 









 





one such Person, “Trustee” as used with respect to the Securities of any series shall mean the
Trustee with respect to Securities of that series.




     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed, except as provided in Section 905; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, “Trusty Indenture Act” means,
to the extent required by any such amendment, the Trust Indenture Act as so amended.



     “United States” means the United States of America (including the States and the District of
Columbia) and its “possessions”, which include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.



     “United States Alien” means any Person who, for United States federal income tax purposes, is
a foreign corporation, a non-resident alien individual, a non-resident alien or foreign fiduciary
of an estate or trust, or a foreign partnership.



     “U.S. Government Obligations” has the meaning specified in Section 401.



     “Vice President”, when used with respect to the Company or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before or after the title
“vice president”.



     “Wholly Owned Subsidiary” means a corporation all the outstanding voting stock (other than any
directors’ qualifying shares) of which is owned, directly or indirectly, by the Company or by one
or more other Wholly Owned Subsidiaries, or by the Company and one or more other Wholly Owned
Subsidiaries. For the purposes of this definition, “voting stock” means stock which ordinarily has
voting power for the election of directors, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency.



     “Yield to Maturity”, when used with respect to any Original Issue Discount Security, means the
yield to maturity, if any, set forth on the face thereof.



Section 102. Incorporation by Reference of Trust Indenture Act.




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



     “Bankruptcy Act” means the United States Bankruptcy Code of Title 11 of the United States
Code, as amended from time to time.



     “Indenture securities” means the Securities.



     “Indenture security holder” means a Holder.



     “Indenture to be qualified” means this Indenture.



     “Indenture trustee” or “institutional trustee” means the Trustee.



     “Obligor” on the indenture securities means the Company or any other obligor on the
Securities.



     All terms used in this Indenture that are defined by the Trust Indenture Act, defined by the
Trust Indenture Act by reference to another statute or defined by Commission rule under the Trust
Indenture Act and not otherwise defined herein have the meanings assigned to them therein.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	7






 









 






Section 103. Compliance Certificates and Opinions.




     Except as otherwise expressly provided by this Indenture, upon any application or request by
the Company to the Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any
(including any covenants the compliance with which constitutes a condition precedent, provided for
in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if any (including any
covenants the compliance with which constitutes a condition precedent) have been complied with,
except that in the case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need be furnished.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:




     (1) a statement that each Person signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;




     (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




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




     (4) a statement as to whether, in the opinion of each such Person, such condition or
covenant has been complied with.



Section 104. Form of Documents Delivered to Trustee.




     In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.



     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an officer or officers of
the Company stating that the information with respect to such factual matters is in the possession
of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to such matters are erroneous.



     Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.



Section 105. Acts of Holders; Record Dates.





     (a) Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by an agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	8






 









 







when such instrument or instruments or record thereof or both are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders signing such instrument or
instruments and so voting at any such meeting. Proof of execution of any such instrument or
of a writing appointing any such agent, or the holding of any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this Section. The
record of any meeting of Holders of Securities shall be proved in the manner provided in
Section 1406.



     The Company may set in advance a record date for purposes of determining the identity of
Holders of Securities entitled to vote or consent to any action by vote or consent authorized or
permitted under this Indenture. If a record date is fixed, those Persons who were Holders of
Outstanding Securities at such record date (or their duly designated proxies), and only those
Persons, shall be entitled with respect to such Securities to take such action by vote or consent
or to revoke any vote or consent previously given, whether or not such Persons continue to be
Holders after such record date. Promptly after any record date is set pursuant to this paragraph,
the Company, at its own expense, shall cause notice thereof to be given to the Trustee in writing
in the manner provided in Section 106 and to the relevant Holders as set forth in Section 107.




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




     (c) The principal amount and serial numbers of Securities held by any Person, and the
date of holding the same, shall be proved by the Security Register.




     (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same Security and the
Holder of every Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by
the Trustee or the Company in reliance thereon, whether or not notation of such action is
made upon such Security. Any Holder or subsequent Holder may revoke the request, demand,
authorization, direction, notice, consent or other Act as to his Security or portion of his
Security; provided, however, that such revocation shall be effective only if the Trustee
receives the notice of revocation before the date the Act becomes effective.



Section 106. Notices, Etc., to Trustee and Company.




     Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or furnished to, or
filed with,




     (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Corporate Trust Department, or




     (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company addressed to it at the address of its principal office
specified in the first paragraph of this Indenture or at any other address previously
furnished in writing to the Trustee by the Company, Attention: Corporate Secretary.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	9






 









 






Section 107. Notice to Holders; Waiver.




     Where this Indenture provides for notice to Holders of Securities of any event, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at the address of such Holder
as it appears in the Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice.



     In case by reason of the suspension of regular mail service, or by reason of any other cause
it shall be impracticable to give such notice to Holders of Securities by mail, then such
notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. In any case in which notice to Holders of Securities is
given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Holder of a Security, shall affect the sufficiency of such notice with respect to
other Holders of Securities.



     Where this Indenture provides for notice in any manner, such notice may be waived in writing
by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.



Section 108. Conflict With Trust Indenture Act.




     If any provision hereof limits, qualifies or conflicts with any provision of the Trust
Indenture Act (or conflicts with another provision hereof which is required to be included in this
Indenture by any of the provisions of the Trust Indenture Act), such provision of the Trust
Indenture Act (or such other provision hereof which is required by the Trust Indenture Act) shall
control. If any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act which may be so modified or excluded, the former provision shall be deemed to apply
to this Indenture as so modified or to be excluded.



Section 109. Effect of Headings and Table of Contents.




     The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.



Section 110. Successors and Assigns.




     All covenants and agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.



Section 111. Separability Clause.




     In case any provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



Section 112. Benefits of Indenture.




     Nothing in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, any Authenticating Agent, Paying
Agent and Security Registrar, and the Holders and holders of any Senior Indebtedness, any benefit
or any legal or equitable right, remedy or claim under this Indenture.



Section 113. Governing Law.




     This Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York, but without giving effect to applicable principles of conflicts of
law to the extent the application of the laws of another jurisdiction would be required thereby.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	10






 









 






Section 114. Legal Holidays.




     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of principal and interest (and premium
and Additional Amounts, if any) need not be made at such Place of Payment on such date, but may be
made on the next succeeding Business Day at such Place of Payment with the same force and effect as
if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that
no interest shall accrue with respect to such payment for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.



Section 115. Corporate Obligation.




     No recourse may be taken, directly or indirectly, against any incorporator, subscriber to the
capital stock, stockholder, officer, director or employee of the Company or the Trustee or of any
predecessor or successor of the Company or the Trustee with respect to the Company’s obligations on
the Securities or the obligations of the Company or the Trustee under this Indenture or any
certificate or other writing delivered in connection herewith.



ARTICLE TWO

SECURITY FORMS




Section 201. Forms Generally.




     The Securities of each series shall be in fully registered form and in substantially such form
or forms (including temporary or permanent global form) as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities. If temporary Securities of any
series are issued in global form as permitted by Section 304, the form thereof shall be established
as provided in the preceding sentence. A copy of the Board Resolution establishing the form or
forms of Securities of any series (or any such temporary global Security) shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 303 for the authentication and delivery of
such Securities (or any such temporary global Security).



     The definitive Securities shall be printed, lithographed or engraved on steel engraved borders
or may be produced in any other manner, all as determined by the officers executing such
Securities, as evidenced by their execution thereof.



Section 202. Form of Trustee’s Certificate of Authentication.




     The Trustee’s certificate of authentication shall be in substantially the following form:



     “This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.




	 	 	 	 	 	 	 
	 	 	[                                                                                                                        ],  
	 	 	as Trustee
	 
	 	 	 	 	 	 
	 

	 	By
	 	 

	 	 
	 

	 	 	 	          Authorized Signatory”.	 	 






	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	11






 









 






Section 203. Securities in Global Form.




     If Securities of a series are issuable in global form, as contemplated by Section 301, then,
notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such Security
shall represent such of the Outstanding Securities of such series as shall be specified therein and
may provide that it shall represent the aggregate amount of Outstanding Securities from time to
time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby
may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee (i) in such manner and upon instructions given by
such Person or Persons as shall be specified in such Security or in a Company Order to be delivered
to the Trustee pursuant to Section 303 or Section 304 OR (ii) otherwise in accordance with written
instructions as is customary for the Depositary for such Security, from such Depositary or its
nominee on behalf of any Person having a beneficial interest in such Security. Subject to the
provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given by the Person or
Persons specified in such Security or in the applicable Company Order. With respect to the
Securities of any series that are represented by a Security in global form, the Company authorizes
the execution and delivery by the Trustee of a letter of representations or other similar agreement
or instrument in the form customarily provided for by the Depositary appointed with respect to such
global Security. Any Security in global form may be deposited with the Depositary or its nominee,
or may remain in the custody of the Security Custodian therefor pursuant to a FAST Balance
Certificate Agreement or similar agreement between the Trustee and the Depositary. If a Company
Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or redelivery of a Security in
global form shall be in writing but need not comply with Section 103 and need not be accompanied by
an Opinion of Counsel.



     Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under
this Indenture with respect to any Security issued in global form held on their behalf by the
Depositary, or the Security Custodian as its custodian, or under such global Security, and the
Depositary may be treated by the Company, the Security Custodian and any agent of the Company or
the Trustee as the absolute owner of such global Security for all purposes whatsoever.
Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in
global form may grant proxies and otherwise authorize any Person, including Agent Members and
Persons that may hold interests through Agent Members, to take any action that a Holder of such
series is entitled to take under this Indenture or the Securities of such series and (ii) nothing
herein shall prevent the Company, the Security Custodian or any agent of the Company or the
Security Custodian, from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a beneficial owner of any
Security.



     Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any
permanent global Security shall be exchangeable only as provided in this paragraph. If the
beneficial owners of interests in a permanent global Security are entitled to exchange such
interest for Securities of such series and of like tenor and principal amount of another authorized
form and denomination, as specified as contemplated by Section 301, then without unnecessary delay
but in any event not later than the earliest date on which such interests may be so exchanged, the
Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal
amount equal to the principal amount of such permanent global Security, executed by the Company.
On or after the earliest date on which such interests may be so exchanged, such permanent global
Security shall be surrendered from time to time in accordance with instructions given to the
Trustee and the Depositary (which instructions shall be in writing but need not comply with Section
103 or be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall
be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for
such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series
without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such
permanent global Security, a like aggregate principal amount of other definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such permanent global
Security to be exchanged; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities of that series is
to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in
part, such permanent global Security marked to evidence the partial exchange shall be returned by
the Trustee to the Depositary or such other depositary referred to above in accordance with the
instructions of the Company referred to above. If a definitive Security is issued in exchange for
any portion



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	12






 









 





of a permanent global Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of business at such office or
agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for payment of Defaulted
Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of such Security, but
will be payable on such Interest Payment Date or proposed for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such permanent global Security is payable
in accordance with the provisions of this Indenture.




     Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301,
transfers of a Security issued in global form shall be limited to transfers of such global Security
in whole, but not in part, to the Depositary, its successors or their respective nominees.
Interests of beneficial owners in a Security issued in global form may be transferred in accordance
with the rules and procedures of the Depositary. Securities of any series shall be transferred to
all beneficial owners of a global Security of such series in exchange for their beneficial
interests in that global Security if, and only if, either (1) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for the global Security of such series and
a successor Depositary is not appointed by the Company within 90 days of such notice, (2) an Event
of Default has occurred with respect to such series and is continuing and the Security Registrar
has received a request from the Depositary or the Trustee to issue Securities of such series in
lieu of all or a portion of that global Security (in which case the Company shall deliver
Securities of such series within 30 days of such request) or (3) the Company determines not to have
the Securities of such series represented by a global Security.



     In connection with any transfer of a portion of the beneficial interest in a global Security
of any series to beneficial owners pursuant to this Section 203, the Security Registrar shall
reflect on its books and records the date and a decrease in the principal amount of the global
Security of that series in an amount equal to the principal amount of the beneficial interest in
the global Security of that series to be transferred, and the company shall execute, and the
Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that
series shall authenticate and deliver, one or more Securities of the same series of like tenor and
amount.



     In connection with the transfer of all the beneficial interests in a global Security of any
series to beneficial owners pursuant to this Section 203, the global Security shall be deemed to be
surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its
beneficial interest in the global Security, an equal aggregate principal amount of Securities of
that series of authorized denominations.



     Neither the Company nor the Trustee will have any responsibility or liability for any aspect
of the records relating to, or payments made on account of, Securities of any series by the
Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to
such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related
global Security Holder or the Depositary in identifying the beneficial owners, and each such Person
may conclusively rely on, and shall be protected in relying on, instructions from such global
Security Holder or the Depositary for all purposes (including with respect to the registration and
delivery, and the respective principal amounts, of the Securities to be issued).



     The provisions of the last sentence of Section 303 shall apply to any Security in global form
if such Security was never issued and sold by the Company and the Company delivers to the Trustee
the Security in global form together with written instructions (which need not comply with Section
103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 303.



     Notwithstanding the provisions of Section 201 and Section 307, unless otherwise specified as
contemplated by Section 301, payment of principal of (and premium, if any) and interest on and any
Additional Amounts with respect to any Security in permanent global form shall be made to the
Person or Persons specified therein.



     Notwithstanding the provisions of Section 308 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company or of the Trustee shall treat a
Person as the Holder of such



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	13






 









 





principal amount of Outstanding Securities represented by a global Security as shall be
specified in a written statement, if any, of the Holder of such global Security, which is produced
to the Security Registrar by such Holder.




     Global Securities may be issued in either temporary or permanent form. Permanent global
Securities will be issued in definitive form.



ARTICLE THREE

THE SECURITIES




Section 301. Amount Unlimited; Issuable in Series.




     The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.



     The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution, and set forth in an Officers’ Certificate or in a Company Order, or
established in one or more indentures supplemental hereto, prior to the issuance of Securities of
any series,




     (1) the title of the Securities of the series (which shall distinguish the Securities
of the series from all other Securities);




     (2) any limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 303, Section 305, Section 306, Section 906 or
Section 1107);




     (3) whether any Securities of the series are to be issuable initially in temporary
global form and whether any Securities of the series are to be issuable in permanent global
form, and, if so, whether beneficial owners of interests in any such global Security may
exchange such interests for Securities of such series and of like tenor of any authorized
form and denomination and the circumstances under which any such exchanges may occur, if
other than in the manner provided in Section 203, and the Depositary for any global Security
or Securities of such series;




     (4) the manner in which any interest payable on a temporary global Security on any
Interest Payment Date will be paid if other than in the manner provided in Section 304;




     (5) the date or dates on which the principal of (and premium, if any, on) the
Securities of the series is payable or the method of determination thereof;




     (6) the rate or rates, or the method of determination thereof, at which the Securities
of the series shall bear interest, if any, whether and under what circumstances Additional
Amounts with respect to such Securities shall be payable, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which such interest shall be payable
and, if other than as set forth in Section 101, the Regular Record Date for the interest
payable on any Securities on any Interest Payment Date;




     (7) the place or places where, subject to the provisions of Section 1002, the principal
of (and premium, if any), any interest on and any Additional Amounts with respect to the
Securities of the series shall be payable;




     (8) the period or periods within which, the price or prices (whether denominated in
cash, securities or otherwise) at which and the terms and conditions upon which Securities
of the series may be redeemed, in whole or in part, at the option of the Company, if the
Company is to have that option, and the manner in which the Company must exercise any such
option, if different from those set forth herein;




     (9) the obligation, if any, of the Company to redeem or purchase Securities of the
series



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	14






 









 







pursuant to any sinking fund or analogous provisions or at the option of a Holder
thereof and the period or periods within which, the price or prices (whether denominated in
cash, securities or otherwise) at which and the terms and conditions upon which Securities
of the series shall be redeemed or purchased in whole or in part pursuant to such
obligation;




     (10) the denomination in which any Securities of that series shall be issuable, if
other than denominations of $1,000 and any integral multiple thereof;




     (11) the currency or currencies (including composite currencies) if other than Dollars,
or the form, including equity securities, other debt securities (including Securities),
warrants or any other securities or property of the Company or any other Person, in which
payment of the principal of (and premium, if any), any interest on and any Additional
Amounts with respect to the Securities of the series shall be payable;




     (12) if the principal of (and premium, if any) or interest on or any Additional Amounts
with respect to the Securities of the series are to be payable, at the election of the
Company or a Holder thereof, in a currency or currencies (including composite currencies)
other than that in which the Securities are stated to be payable, the currency or currencies
(including composite currencies) in which payment of the principal of (and premium, if any)
and interest on, and any Additional Amounts with respect to, Securities of such series as to
which such election is made shall be payable, and the periods within which and the terms and
conditions upon which such election is to be made;




     (13) if the amount of payments of principal of (and premium, if any), any interest on
and any Additional Amounts with respect to the Securities of the series may be determined
with reference to any commodities, currencies or indices, values, rates or prices or any
other index or formula, the manner in which such amounts shall be determined;




     (14) if other than the entire principal amount thereof, the portion of the principal
amount of Securities of the series which shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 502;




     (15) any additional means of satisfaction and discharge of this Indenture with respect
to Securities of the series pursuant to Section 401, any additional conditions to discharge
pursuant to Section 401 or Section 403 and the application, if any, of Section 403;




     (16) any deletions or modifications of or additions to the definitions set forth in
Section 101, the Events of Default set forth in Section 501 or covenants of the Company set
forth in Article Ten pertaining to the Securities of the series;




     (17) if the Securities of the series are to be convertible into or exchangeable for
equity securities, other debt securities (including Securities), warrants or any other
securities or property of the Company or any other Person, at the option of the Company or
the Holder or upon the occurrence of any condition or event, the terms and conditions for
such conversion or exchange;




     (18) whether the Securities of the series are to be secured or guaranteed; and




     (19) any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture except as permitted by Section 901(a)).



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental hereto.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	15






 









 






     At the option of the Company, interest on the Securities of any series that bears interest may
be paid by mailing a check to the address of any Holder as such address shall appear in the
Security Register.



     If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action together with such Board Resolution
shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the
series.



     The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in
ARTICLE Thirteen.



Section 302. Denominations.




     The Securities of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such provisions with respect to the Securities
of any series, the Securities of such series denominated in Dollars shall be issuable in
denominations of $1,000 and any integral multiple thereof. Unless otherwise provided as
contemplated by Section 301 with respect to any series of Securities, any Securities of a series
denominated in a currency other than Dollars shall be issuable in denominations that are the
equivalent, as determined by the Company by reference to the noon buying rate in The City of New
York for cable transfers for such currency, as such rate is reported or otherwise made available by
the Federal Reserve Bank of New York, on the applicable issue date for such Securities, of $1,000
and any integral multiple thereof.



Section 303. Execution, Authentication, Delivery and Dating.




     The Securities shall be executed on behalf of the Company by its Chairman of the Board, its
President, its Treasurer or one of its Vice Presidents, under its corporate seal reproduced thereon
or affixed thereto attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities may be manual or facsimile.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver
such Securities as in this Indenture provided and not otherwise.



     If the form or terms of the Securities of the series have been established in or pursuant to
one or more Board Resolutions or any other method permitted by Section 201 and Section 301, in
authenticating such Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Opinion of Counsel stating,




     (a) if the form of such Securities has been established by or pursuant to Board
Resolution as permitted by Section 201, that such form has been established in conformity
with the provisions of this Indenture;




     (b) if the terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 301, that such terms have been established in conformity
with the provisions of this Indenture; and




     (c) that such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	16






 









 







legal, valid and binding obligations of the Company, enforceable in accordance with
their terms, except as such enforcement is subject to the effect of (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization or other laws relating to or affecting
creditors’ rights and (ii) general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).


If such form or terms have been so established, the Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in
a manner which is not reasonably acceptable to the Trustee.




     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security, a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Security shall have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in
Section 309 together with a written statement (which need not comply with Section 103 and need not
be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold
by the Company, for all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture.



Section 304. Temporary Securities.




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



     Except in the case of temporary Securities in global form (which shall be exchanged in
accordance with the provisions of the following paragraphs), if temporary Securities of any series
are issued, the Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive Securities of
the same series of authorized denominations. Until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.



     All Outstanding temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder.



Section 305. Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept for each series of Securities at one of the offices or
agencies maintained pursuant to Section 1002 a register (the register maintained in such office and
in any other office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities of such series. The Trustee is hereby initially appointed “Security
Registrar” for the purpose of registering Securities and transfers of Securities as herein
provided.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	17






 









 






     Except as set forth in Section 203 or as may be provided pursuant to Section 301, upon
surrender for registration of transfer of any Security of any series at the office or agency in a
Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more new Securities of the
same series and of like tenor, of any authorized denominations and of a like aggregate principal
amount.



     At the option of the Holder, Securities of any series may be exchanged for other Securities of
the same series and of like tenor, of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to
receive.



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



     Every Security presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing.



     No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchange pursuant to Section 304, Section 906 or Section 1107 not involving
any transfer.



     The Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of such series selected for redemption
and ending at the close of business on the day of the mailing of the relevant notice of redemption
or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.



Section 306. Mutilated, Destroyed, Lost and Stolen Securities.




     If any mutilated Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and
of like tenor and principal amount and bearing a number not contemporaneously outstanding.



     If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series
and of like tenor and principal amount and bearing a number not contemporaneously outstanding.



     In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security.



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



     Every new Security of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed,



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	18






 









 





lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all other Securities of
that series duly issued hereunder.




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



Section 307. Payment of Interest; Interest Rights Preserved.




     Interest on any Security which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest. Unless otherwise provided with respect to the Securities of any series, payment of
interest may be made at the option of the Company by check mailed or delivered to the address of
any Person entitled thereto as such address shall appear in the Security Register.



     Any interest on any Security of any series which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:




     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each
Security of such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to
each Holder of Securities of such series at his address as it appears in the Security
Register, not less than 10 days prior to such Special Record Date. The Trustee may, in its
discretion, in the name and at the expense of the Company, cause a similar notice to be
published at least once in an Authorized Newspaper, but such publication shall not be a
condition precedent to the establishment of such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor having been
so mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable pursuant to the
following clause (2).




     (2) The Company may make payment of any Defaulted Interest on the Securities of any
series in any other lawful manner not inconsistent with the requirements of any securities
exchange on which such Securities may be listed, and upon such notice as may be required by
such exchange, if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.



     Subject to the foregoing provisions of this Section, each Security delivered under this
Indenture, upon registration of transfer of, in exchange for or in lieu of, any other Security,
shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.



Section 308. Persons Deemed Owners.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	19






 









 






     Prior to due presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Section 305 and Section 307) interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.



Section 309. Cancellation.




     All Securities surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee. All Securities so delivered shall be promptly cancelled by
the Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by a Company Order; provided that
the Trustee shall not be required to destroy such Securities.



Section 310. Computation of Interest.




     Except as otherwise specified as contemplated by Section 301 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a year of twelve 30-day
months.



Section 311. CUSIP Numbers.




     The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and,
if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such numbers.



ARTICLE FOUR

SATISFACTION AND DISCHARGE




Section 401. Satisfaction and Discharge of Indenture.




     This Indenture shall upon Company Request cease to be of further effect with respect to
Securities of a series, and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities
of such series, when




     (1) either




     (A) all Securities of such series theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 306, and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from such
trust, as provided in Section 1003) have been delivered to the Trustee for
cancellation; or




     (B) with respect to all Outstanding Securities of such series not theretofore
delivered to the Trustee for cancellation, the Company has deposited or caused to be
deposited with the Trustee as trust funds, under the terms of an irrevocable trust
agreement in form and substance satisfactory to the Trustee, money or U.S.
Government Obligations maturing as to principal and



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	20






 









 







interest in such amounts and at such times as will (together with the income to
accrue thereon and without consideration of any reinvestment thereof) be sufficient
to pay and discharge (with such delivery in trust to be for the stated purpose of
paying and discharging) the entire indebtedness on all Outstanding Securities of
such series not theretofore delivered to the Trustee for cancellation for principal
(and premium and Additional Amounts, if any) and interest to the Stated Maturity or
any Redemption Date contemplated by the penultimate paragraph of this Section, as
the case may be; or




     (C) the Company has properly fulfilled such other means of satisfaction and
discharge as is specified, as contemplated by Section 301, to be applicable to the
Securities of such series;




     (2) the Company has paid or caused to be paid all other sums payable hereunder by the
Company with respect to the Outstanding Securities of such series;




     (3) the Company has complied with any other conditions specified pursuant to Section
301 to be applicable to the discharge of Securities of such series pursuant to this Section
401;




     (4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture with respect to the Outstanding Securities of
such series have been complied with;




     (5) if the conditions set forth in Section 401(1)(A) have not been satisfied, and
unless otherwise specified pursuant to Section 301 for the Securities of such series, the
Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
Securities of such series will not recognize income, gain or loss for United States federal
income tax purposes as a result of such deposit, satisfaction and discharge and will be
subject to United States federal income tax on the same amount and in the same manner and at
the same time as would have been the case if such deposit, satisfaction and discharge had
not occurred; and




     (6) no Default or Event of Default with respect to the Securities of such issue shall
have occurred and be continuing on the date of such deposit or, insofar as clauses (5) or
(6) of Section 501 are concerned, at any time in the period ending on the 91st day after the
date of such deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period)



     For the purposes of this Indenture, “U.S. Government Obligations” means direct non-callable
obligations of, or non-callable obligations the payment of principal of and interest on which is
guaranteed by, the United States of America, or to the payment of which obligations or guarantees
the full faith and credit of the United States of America is pledged, or beneficial interests in a
trust the corpus of which consists exclusively of money or such obligations or a combination
thereof.



     If any Outstanding Securities of such series are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement, the trust agreement referred to in subclause (B) of clause (1)
of this Section shall provide therefor and the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company.



     Notwithstanding the satisfaction and discharge of this Indenture with respect to the
Outstanding Securities of such series pursuant to this Section 401, the obligations of the Company
to the Trustee under Section 607, the obligations to any Authenticating Agent under Section 614
and, except for a discharge pursuant to subclause (A) of clause (1) of this Section, the
obligations of the Company under Section 305, Section 306, Section 404, Section 610, Section 701,
Section 1001 and Section 1002 and the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	21






 









 






Section 402. Application of Trust Money.




     Subject to the provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Persons entitled thereto, of the principal (and premium, if any) and interest and Additional
Amounts for the payment of which such money has been deposited with the Trustee.



Section 403. Discharge of Liability on Securities of Any Series.




     If this Section is specified, as contemplated by Section 301, to be applicable to Securities
of any series, the Company shall be deemed to have paid and discharged the entire indebtedness on
all the Outstanding Securities of such series, the obligation of the Company under this Indenture
and the Securities of such series to pay the principal of (and premium, if any) and interest on and
any Additional Amounts with respect to Securities of such series, shall cease, terminate and be
completely discharged and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging such satisfaction and discharge, when




     (1) the Company has complied with the provisions of Section 401 (other than any
additional conditions specified pursuant to Section 301 and Section 401(3) and except that
the Opinion of Counsel referred to in Section 401(5) shall state that it is based on a
ruling by the Internal Revenue Service or other change since the date hereof under
applicable Federal income tax law) with respect to all Outstanding Securities of such
series,




     (2) the Company has delivered to the Trustee a Company Request requesting such
satisfaction and discharge,




     (3) the Company has complied with any other conditions specified pursuant to Section
301 to be applicable to the discharge of Securities of such series pursuant to this Section
403, and




     (4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
discharge of the indebtedness on the Outstanding Securities of such series have been
complied with.



     Upon the satisfaction of the conditions set forth in this Section with respect to all the
Outstanding Securities of any series, the terms and conditions of such series, including the terms
and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon,
or applicable to, the Company; provided that, the Company shall not be discharged from any payment
obligations in respect of Securities of such series which are deemed not to be Outstanding under
clause (iii) of the definition thereof if such obligations continue to be valid obligations of the
Company under applicable law or pursuant to Section 305 or Section 306.



Section 404. Reinstatement




     If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations
deposited with respect to Securities of any series in accordance with Section 401 by reason of any
legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under
this Indenture with respect to the Securities of such series and the Securities of such series
shall be revived and reinstated as though no deposit had occurred pursuant to Section 401 until
such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 401; provided, however, that if the Company has made any
payment of principal of (or premium, if any), or interest on or any Additional Amounts with respect
to any Securities because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	22






 









 






ARTICLE FIVE

REMEDIES




Section 501. Events of Default.




     “Event of Default”, wherever used herein with respect to Securities of any series, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
occasioned by the provisions of Article Thirteen or be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) unless it is either inapplicable to a
particular series or it is specifically deleted or modified in or pursuant to the supplemental
indenture or Board Resolution establishing such series of Securities or in the form of Security for
such series:




     (1) default in the payment of any interest on or any Additional Amounts with respect to
any Security of that series when such interest or Additional Amounts become due and payable,
and continuance of such default for a period of 30 days; or




     (2) default in the payment of the principal of (or premium, if any, on) any Security of
that series at its Maturity; or




     (3) default in the deposit of any mandatory sinking fund payment, when and as due by
the terms of a Security of that series and continuance of such default for a period of 30
days; or




     (4) default in the performance or breach of any covenant or warranty of the Company in
this Indenture (other than a covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of one or more series of Securities other
than that series) , and continuance of such default or breach for a period of 90 days after
there has been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in principal amount of all
Outstanding Securities a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a “Notice of Default” hereunder; or




     (5) the entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for relief or
any such other decree or order unstayed and in effect for a period of 90 consecutive days;
or




     (6) the commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or
of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by
it to the entry of a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it, of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or the consent
by it to the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the
Company or of any substantial part of its property, or the making by it of an assignment for
the benefit of creditors, or the admission by it in writing of its inability to pay its
debts generally as they become due, or the taking of corporate action by the Company in
furtherance of any such action; or



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	23






 









 







     (7) any other Event of Default provided with respect to Securities of that series.



     Notwithstanding the foregoing provisions of this Section 501, if the principal of (and
premium, if any) or any interest on, or Additional Amounts with respect to, any Security is payable
in a currency or currencies (including a composite currency) other than Dollars and such currency
(or currencies) is (or are) not available to the Company for making payment thereof due to the
imposition of exchange controls or other circumstances beyond the control of the Company (a
“Conversion Event”), the Company will be entitled to satisfy its obligations to Holders of the
Securities by making such payment in Dollars in an amount equal to the Dollar equivalent of the
amount payable in such other currency, as determined by the Company by reference to the noon buying
rate in The City of New York for cable transfers for such currency (“Exchange Rate’), as such
Exchange Rate is certified for customs purposes by the Federal Reserve Bank of New York on the date
of such payment, or, if such rate is not then available, on the basis of the most recently
available Exchange Rate. Notwithstanding the foregoing provisions of this Section 501, any payment
made under such circumstances in Dollars where the required payment is in a currency other than
Dollars will not constitute an Event of Default under this Indenture.



     Promptly after the occurrence of a Conversion Event with respect to Securities of any series,
the Company shall give written notice thereof to the Trustee; and the Trustee, promptly after
receipt of such notice, shall give notice thereof in the manner provided in Section 107 to the
Holders of such series. Promptly after the making of any payment in Dollars as a result of a
Conversion Event with respect to Securities of any series, the Company shall give notice in the
manner provided in Section 107 to the Holders of such series, setting forth the applicable Exchange
Rate and describing the calculation of such payments.



Section 502. Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default with respect to any Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Securities of (i) the series affected by such default (in
the case of an Event of Default described in clause (1), (2), (3) or (7) of Section 501) or (ii)
all series of Securities (subject to the immediately following sentence, in the case of an Event of
Default described in clause (4) of Section 501) may declare the principal amount (or, if any such
Securities are Original Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of all of the Securities of the series affected by such
default or all series, as the case may be, to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders) , and upon any such declaration
such principal amount (or specified amount) shall become immediately due and payable. If an Event
of Default described in clause (5) or (6) of Section 501 shall occur, the principal amount of the
Outstanding Securities of all series ipso facto shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.



     At any time after such a declaration of acceleration with respect to Securities of any series
(or of all series, as the case may be) has been made and before a judgment or decree for payment of
the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders
of a majority in principal amount of the Outstanding Securities of that series (or of all series,
as the case may be), by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if




     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay




     (A) all overdue interest on, and any Additional Amounts with respect to, all
Securities of that series (or of all series, as the case may be);




     (B) the principal of (and premium, if any, on) any Securities of that series
(or of all series, as the case may be) which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates prescribed
therefor in such Securities (in the case of Original Issue Discount Securities, the
Securities’ Yield to Maturity);




     (C) to the extent that payment of such interest is lawful, interest upon
overdue interest and any Additional Amounts at the rate or rates prescribed therefor
in such Securities (in



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	24






 









 







the case of Original Issue Discount Securities, the Securities’ Yield to
Maturity) , and




     (D) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel; and




     (2) all Events of Default with respect to Securities of that series (or of all series,
as the case may be) , other than the non-payment of the principal of Securities of that
series (or of all series, as the case may be) which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section 512.



     No such rescission shall affect any subsequent default or impair any right consequent thereon.



     Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company
covenants that if




     (1) default is made in the payment of any installment of interest on, or any Additional
Amounts with respect to, any Security of any series when such interest or Additional Amounts
shall have become due and payable and such default continues for a period of 30 days, or




     (2) default is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof,


the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for principal (and premium, if
any) and interest and Additional Amounts and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue
interest and Additional Amounts, at the rate or rates prescribed therefor in such Securities (or in
the case of Original Issue Discount Securities, the Securities’ Yield to Maturity), and, in
addition thereto, such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.




     If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of the property of the
Company or any other obligor upon such Securities, wherever situated.



     If an Event of Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein,
or to enforce any other proper remedy.



Section 504. Trustee May File Proofs of Claim.




     In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or any other obligor upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal (or lesser amount in
the case of Original Issue Discount Securities) of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal (and premium, if any) ,
interest or any Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,




     (i) to file and prove a claim for the whole amount of principal (or lesser amount in
the case



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	25






 









 







of Original Issue Discount Securities) (and premium, if any) and interest and any
Additional Amounts owing and unpaid in respect of the Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and




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


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.




     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceedings; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or
similar official.



Section 505. Trustee May Enforce Claims Without Possession of Securities or Coupons.




     All rights of action and claim under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without possession of any of the Securities or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought
in its own name as trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.



Section 506. Application of Money Collected.




     Subject to Article Thirteen, any money collected by the Trustee pursuant to this Article shall
be applied in the following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any), interest or any Additional
Amounts, upon presentation of the Securities, and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:




     FIRST: To the payment of all amounts due the Trustee under Section 607;




     SECOND: To the payment of the amounts then due and unpaid for principal of (and
premium, if any) and interest on and any Additional Amounts with respect to the Securities
in respect of which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and payable on such
Securities for principal (and premium, if any) interest and Additional Amounts,
respectively; and




     THIRD: The balance, if any, to the Person or Persons entitled thereto.



     To the fullest extent allowed under applicable law, if for the purpose of obtaining judgment
against the Company in any court it is necessary to convert the sum due in respect of the principal
of (or premium, if any) or interest on or any Additional Amounts with respect to the Securities of
any series (the “Required Currency”) into a currency in which a judgment will be rendered (the
“Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the Required Currency
with the Judgment Currency on the New York Business Day next preceding that on which final judgment
is given. Neither the Company nor the Trustee shall be liable for any shortfall nor shall it
benefit from any windfall in payments to Holders of Securities under this Section caused by a
change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the
Trustee converts the



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	26






 









 





Judgment Currency into the Required Currency to make payments under this
Section to Holders of Securities, but payment of such judgment shall discharge all amounts owed by
the Company on the claim or claims underlying such judgment.




Section 507. Limitation on Suits.




     Subject to Section 508, no Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless




     (1) an Event of Default with respect to Securities of such series shall have occurred
and be continuing and such Holder has previously given written notice to the Trustee of such
continuing Event of Default;




     (2) the Holders of not less than 25% in principal amount of the Outstanding Securities
of that series shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee hereunder;




     (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such request;




     (4) the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and




     (5) no direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of that series;


it being understood and intended that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such Holders.




Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.




     Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 307) interest on and any Additional Amounts with respect
to such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case
of redemption, on the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired or affected without the consent of such Holder.



Section 509. Restoration of Rights and Remedies.




     If the Trustee or any Holder of any Security has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any
reason, then and in every such case the Company, the Trustee and the Holders shall, subject to any
determination in such proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as
though no such proceeding had been instituted.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	27






 









 






Section 510. Rights and Remedies Cumulative.




     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



Section 511. Delay or Omission Not Waiver.




     No delay or omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.



Section 512. Control by Holders.




     With respect to Securities of any series, the Holders of a majority in principal amount of the
Outstanding Securities of such series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, relating to or arising under an Event of Default described in clause (1),
(2) , (3) or (7) of Section 501, and with respect to all Securities the Holders of a majority in
principal amount of all Outstanding Securities shall have the right to direct the time, method and
place of conducting any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee, not relating to or arising under such an Event of Default, provided that in each
such case




     (1) such direction shall not be in conflict with any rule of law or with this
Indenture, and




     (2) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.



Section 513. Waiver of Past Defaults.




     The Holders of a majority in principal amount of the Outstanding Securities of any series may
on behalf of the Holders of all the Securities of such series waive any past default hereunder with
respect to such series and its consequences, and the Holders of a majority in principal amount of
all Outstanding Securities may on behalf of the Holders of all Securities waive any other past
default hereunder and its consequences, except in each case a default




     (1) in the payment of the principal of (or premium, if any) or interest on, or any
Additional Amounts with respect to, any Security, or




     (2) in respect of a covenant or provision hereof which under Article Nine cannot be
modified or amended without the consent of the Holder of each Outstanding Security affected.



     Upon any such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon.



Section 514. Undertaking for Costs.




     All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	28






 









 





filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the provisions of this Section shall not
apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest on, or any
Additional Amounts with respect to, any Security on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the Redemption Date)




Section 515. Waiver of Stay or Extension Laws.




     The Company covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will
not hinder, delay or impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had been enacted.



ARTICLE SIX

THE TRUSTEE




Section 601. Certain Duties and Responsibilities.





    (a) Except during the continuance of an Event of Default with respect to the Securities
of any series,



          (1) the Trustee undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and



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




    (b) In case an Event of Default has occurred and is continuing with respect to the
Securities of any series, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of his own
affairs.




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




    (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this
Section;




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




    (3) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Securities of any series or of all series, determined as
provided in Section 511, relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	29






 









 







any trust or power conferred upon the Trustee, under this Indenture with respect to the
Securities of such series; and




     (4) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or indemnity satisfactory to it against
such risk or liability is not assured to it.




     (a) Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.



Section 602. Notice of Defaults.




     Within 90 days after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall give notice of such default hereunder known to the Trustee to all
Holders of Securities of such series in the manner provided in Section 107, unless such default
shall have been cured or waived; provided, however, that, except in the case of a default in the
payment of the principal of (or premium, if any) or interest on, or any Additional Amounts with
respect to, any Security of such series or in the payment of any sinking fund installment with
respect to Securities of such series, the Trustee shall be protected in withholding such notice if
and so long as the board of directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determines that the withholding of such notice is
in the interest of the Holders of Securities of such series; and provided, further, that in the
case of any default of the character specified in Section 501(4) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term “default” means any event, act or condition
which is, or after notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.



Section 603. Certain Rights of Trustee.




     Subject to the provisions of Section 601:




     (a) the Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness or
other paper or document believed by it to be genuine and to have been signed or presented by
the proper party or parties;




     (b) any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order and any resolution of the Board of Directors
may be sufficiently evidenced by a Board Resolution;




     (c) whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon an Officers’ Certificate;




     (d) the Trustee may consult with counsel and the written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;




     (e) the Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders pursuant to
this Indenture, unless such Holders shall have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be incurred by it
in compliance with such request or direction;



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	30






 









 







     (f) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, coupon, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or
attorney; and




     (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and, except for any
Affiliates of the Trustee, the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it hereunder.



Section 604. Not Responsible for Recitals or Issuance of Securities.




     The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.



Section 605. May Hold Securities.




     The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Section 608 and Section 613, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.



Section 606. Money Held in Trust.




     Money held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.



Section 607. Compensation and Reimbursement.




The Company agrees





     (1) to pay to the Trustee from time to time compensation for all services rendered by
it hereunder (which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);




     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the compensation and
the reasonable expenses and disbursements of its agents and counsel) , except any such
expense, disbursement or advance as may be attributable to its negligence or bad faith; and




     (3) to indemnify the Trustee and each of its directors, officers, employees, agents
and/or representatives for, and to hold each of them harmless against, any loss, liability
or expense incurred without negligence or bad faith on each of their part, arising out of or
in connection with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending themselves against any claim or liability in
connection with the exercise or performance of any of the Trustee’s powers or duties
hereunder.



     As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities upon all property and funds held or collected by
the Trustee as such, except funds



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	31






 









 





held in trust for the payment of principal of, premium, if any, or interest, if any, on, or
any Additional Amounts with respect to, particular Securities.




     Any expenses and compensation for any services rendered by the Trustee after the occurrence of
an Event of Default specified in clause (5) or (6) of Section 501 shall constitute expenses and
compensation for services of administration under all applicable federal or state bankruptcy,
insolvency, reorganization or other similar laws.



               The provisions of this Section shall survive the termination of this Indenture.



Section 608. Disqualification; Conflicting Interests.





     (a) If the Trustee has or shall acquire any conflicting interest, as defined in this
Section, with respect to the Securities of any series, it shall, within 90 days after
ascertaining that it has such conflicting interest, either eliminate such conflicting
interest or resign with respect to the Securities of that series in the manner and with the
effect hereinafter specified in this Article.




     (b) In the event that the Trustee shall fail to comply with the provisions of
Subsection (a) of this Section with respect to the Securities of any series, the Trustee
shall, within 10 days after the expiration of such 90-day period, transmit by mail to all
Holders of Securities of that series, as their names and addresses appear in the Security
Register, notice of such failure.




     (c) For the purposes of this Section, the term “conflicting interest” shall have the
meaning specified in Section 310(b) of the Trust Indenture Act and the Trustee shall comply
with Section 310(b) of the Trust Indenture Act; provided that there shall be excluded from
the operation of Section 310(b)(1) of the Trust Indenture Act with respect to the Securities
of any series any indenture or indentures under which other securities, or certificates of
interest or participation in other securities, of the Company are outstanding, if the
requirements for such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act
are met. For purposes of the preceding sentence, the optional provision permitted by the
second sentence of Section 310(b)(9) of the Trust Indenture Act shall be applicable.



Section 609. Corporate Trustee Required; Eligibility.




     There shall at all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by Federal or State
(or District of Columbia) authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.



     The Indenture shall always have a Trustee who satisfies the requirements of Sections 310(a)
(1), 310(a) (2) and 310(a) (5) of the Trust Indenture Act.



Section 610. Resignation and Removal; Appointment of Successor.





     (1) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 611.




     (2) The Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If the instrument of acceptance by
a successor Trustee required by Section 611 shall not have been delivered to the resigning
Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee
may petition any court of competent jurisdiction



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	32






 









 







for the appointment of a successor Trustee with respect to the Securities of such
series.




     (3) The Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding Securities of
such series, delivered to the Trustee and to the Company.




     (4) If at any time:




     (a) the Trustee shall fail to comply with Section 608 after written request therefor by
the Company or by any Holder who has been a bona fide Holder of a Security for at least six
months, or




     (b) the Trustee shall cease to be eligible under Section 609 and shall fail to resign
after written request therefor by the Company or by any such Holder of Securities, or




     (c) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the
Company by a Board Resolution may remove the Trustee with respect to all Securities, or (ii)
subject to Section 513, any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.




     (5) If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the Securities
of one or more series, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series) and such successor Trustee
or Trustees shall comply with the applicable requirements of Section 611. If no successor
Trustee with respect to the Securities of any series shall have been so appointed by the
Company and accepted appointment in the manner required by Section 611, any Holder who has
been a bona fide Holder of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.




     (6) The Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor Trustee
with respect to the Securities of any series by mailing written notice of such event by
first-class mail, postage prepaid, to all Holders of Securities of such series as their
names and addresses appear in the Security Register. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.



Section 611. Acceptance of Appointment by Successor.





     (a) In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become vested with all
the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee hereunder.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	33






 









 







     (b) In case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such supplemental indenture
shall constitute such Trustees co-trustees of the same trust and that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates; but, on request of the Company or
any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of such successor
Trustee relates.




     (c) Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as
the case may be.




     (d) No successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this Article.



Section 612. Merger, Conversion, Consolidation or Succession to Business.




     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 Article, without the
execution or filing of any paper or any further act on the part of any of the parties hereto.



     In case any Securities shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated with the same effect as if
such successor Trustee had itself authenticated such Securities.



Section 613. Preferential Collection of Claims Against Company.




     The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has
resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the
extent indicated therein.



Section 614. Appointment of Authenticating Agent.




     The Trustee may appoint an Authenticating Agent or Agents which shall be authorized to act on
behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Wherever



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	34






 









 





reference is made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any State thereof or
the District of Columbia having a combined capital and surplus of not less than $50,000,000 or
equivalent amount expressed in a foreign currency and subject to supervision or examination by
Federal or State (or District of Columbia) authority or authority of such country. If such
Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.




     Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.



     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all Holders as their
names and addresses appear in the Security Register. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the provisions of this
Section.



     The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 607.



     If an appointment is made pursuant to this Section, the Securities may have endorsed thereon,
in addition to the Trustee’s certificate of authentication, an alternate certificate of
authentication in the following form:




“This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	                 as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	          as Authenticating Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	          Authorized Signatory”.	 	 






     Notwithstanding any provision of this Section 614 to the contrary, if at any time any
Authenticating Agent appointed hereunder with respect to any series of Securities shall not also be
acting as the Security Registrar hereunder with respect to any series of Securities, then, in
addition to all other duties of an Authenticating Agent



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	35






 









 





hereunder, such Authenticating Agent shall also be obligated: (i) to furnish to the Security
Registrar promptly all information necessary to enable the Security Registrar to maintain at all
times an accurate and current Security Register; and (ii) prior to authenticating any Security
denominated in a foreign currency, to ascertain from the Company the units of such foreign currency
that are required to be determined by the Company pursuant to Section 302.




ARTICLE SEVEN

HOLDER’S LISTS AND REPORTS BY TRUSTEE AND COMPANY




Section 701. Company to Furnish Trustee Names and Addresses of Holders.





With respect to each series of Securities, the Company will furnish or cause to be furnished
to the Trustee:




     (a) semi-annually, not more than 15 days after each Regular Record Date relating to
that series (or, if there is no Regular Record Date relating to that series, on January 1
and July 1) a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of that series as of such dates, and




     (b) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content, such list to
be dated as of a date not more than 15 days prior to the time such list is furnished;
provided, that so long as the Trustee is the Security Registrar, the Company shall not be
required to furnish or cause to be furnished such a list to the Trustee. The Company shall
otherwise comply with Section 310(a) of the Trust Indenture Act.



Section 702. Preservation of Information; Communications to Holders.





     (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders of each series contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names and addresses of Holders of each series
received by the Trustee in its capacity as Security Registrar, if applicable. The Trustee
may destroy any list furnished to it as provided in Section 701 upon receipt of a new list
so furnished. The Trustee shall otherwise comply with Section 310(a) of the Trust Indenture
Act.




     (b) Holders of Securities may communicate pursuant to Section 312(b) the Trust
Indenture Act with other Holders with respect to their rights under this Indenture or under
the Securities.




     (c) Every Holder of Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent of either of
them shall be held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders in accordance with Section 702(b), regardless of the
source from which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under Section
702(b). The Company, the Trustee, the Security Registrar and any other Person shall have
the protection of Section 312(c) of the Trust Indenture Act.



Section 703. Reports by Trustee.




     (a) Within 60 days after May 15 of each year after the execution of this Indenture, the
Trustee shall transmit by mail to Holders a brief report dated as of such May 15 that complies with
Section 313(a) of the Trust Indenture Act.



     (b) The Trustee shall comply with Section 313(b) of the Trust Indenture Act.



     (c) Reports pursuant to this Section shall be transmitted by mail as required by Sections
313(c) and 313(d) of the Trust Indenture Act:



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	36






 









 







     (1) to all Holders of Securities, as the names and addresses of such Holders appear in
the Security Register;




     (2) to such Holders of Securities as have, within the two years preceding such
transmissions, filed their names and addresses with the Trustee for that purpose; and




     (3) except in the case of reports pursuant to Subsection (b) of this Section, to each
Holder of a Security whose name and address is preserved at the time by the Trustee, as
provided in Section 702(a).



     (d) A copy of each report pursuant to Subsection (a) or (b) of this Section 703 shall, at the
time of its transmission to Holders, be filed by the Trustee with each stock exchange upon which
any Securities are listed, with the Commission and with the Company. The Company will notify the
Trustee when any Securities are listed on any stock exchange.



Section 704. Reports by Company.




     The Company shall file with the Trustee, within 15 days after the Company is required to file
the same with the Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended, and shall otherwise comply with Section 314(a) of the Trust Indenture Act.



ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




Section 801. Company May Consolidate, Etc., Only on Certain Terms.




     The Company shall not consolidate with or merge into any other Person or convey, transfer or
lease its properties and assets substantially as an entirety to any Person, unless:




     (1) the Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases, the properties and assets
of the Company substantially as an entirety shall be a corporation, partnership or trust and
shall expressly assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal
of (and premium, if any) and interest on and any Additional Amounts with respect to all the
Securities and the performance of every covenant of this Indenture on the part of the
Company to be performed or observed;




     (2) immediately after giving effect to such transaction, no Event of Default, and no
event, act or condition which, after notice or lapse of time or both, would become an Event
of Default, shall have happened and be continuing; and




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



Section 802. Successor Person Substituted.




     Upon any consolidation by the Company with or merger by the Company into any other Person or
any conveyance, transfer or lease of the properties and assets of the Company substantially as an
entirety in accordance with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor Person had been



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	37






 









 





named as the Company herein, and thereafter, except in the case of such lease, the predecessor
Person shall be relieved of all obligations and covenants under this Indenture and the Securities.




ARTICLE NINE

SUPPLEMENTAL INDENTURES




Section 901. Supplemental Indentures Without Consent of Holders.




     Without the consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:




     (1) to evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company herein and in the Securities; or




     (2) to add to the covenants of the Company for the benefit of the Holders of all or any
series of Securities (and if such covenants are to be for the benefit of less than all
series of Securities, stating that such covenants are expressly being included solely for
the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to
or with the Trustee or otherwise secure any series of the Securities or to surrender any
right or power herein conferred upon the Company; or




     (3) to add any additional Events of Default with respect to all or any series of the
Securities (and, if such Event of Default is applicable to less than all series of
Securities, specifying the series to which such Event of Default is applicable) ; or




     (4) to change or eliminate any of the provisions of this Indenture, provided that any
such change or elimination shall become effective only when there is no Security Outstanding
of any series created prior to the execution of such supplemental indenture which is
adversely affected by such change in or elimination of such provision; or




     (5) to establish the form or terms of Securities of any series as permitted by Section
201 and Section 301; or




     (6) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Section 401; provided, however, that any such action shall not adversely affect
the interest of the Holders of Securities of such series or any other series of Securities
in any material respect; or




     (7) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 611; or




     (8) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture, provided such other
provisions as may be made shall not adversely affect the interests of the Holders of
Securities of any series in any material respect; or




     (9) to add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities, provided that any such addition, change or elimination
(A) shall neither (i) apply to any security of any series created prior to the execution of
such supplemental indenture and entitled to the benefit of such provisions nor (ii) modify
the rights of the Holder of any such Security with respect to such provision or (B) shall
become effective only when there is no such Security Outstanding;




     (10) to add guarantees with respect to the Securities or one or more series or to
secure the



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	38






 









 






     Securities or one or more series; or




     (11) to comply with any requirement in order to effect or maintain qualification of
this indenture under the trust indenture act.



Section 902. Supplemental Indentures With Consent of Holders.




     With the consent of the Holders of a majority in principal amount of the Outstanding
Securities of all series affected by such supplemental indenture (acting as one class), by Act of
said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby,




     (1) change the Stated Maturity of the principal of, or any installment of principal of
or interest on, any Security, or reduce the principal amount thereof or the rate of interest
thereon, any Additional Amounts with respect thereto or any premium payable upon the
redemption thereof, or change any obligation of the Company to pay Additional Amounts
(except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the
amount of the principal of an Original Issue Discount Security that would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or
change any Place of Payment where, or the coin or currency or currencies (including
composite currencies) in which, any Security or any premium or any interest thereon or
Additional Amounts with respect thereto is payable, or impair the right to institute suit
for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the
case of redemption, on or after the Redemption Date) or modify the provisions of this
Indenture with respect to the subordination of any Security in a manner adverse to the
Holder thereof, or




     (2) reduce the percentage in principal amount of Outstanding Securities, the consent of
whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain provisions of this Indenture
or certain defaults hereunder and their consequences) provided for in this Indenture, or




     (3) modify any of the provisions of this Section, Section 512 or Section 1006, except
to increase any such percentage or to provide with respect to any particular series the
right to condition the effectiveness of any supplemental indenture as to that series on the
consent of the Holders of a specified percentage of the aggregate principal amount of
Outstanding Securities of such series (which provision may be made pursuant to Section 301
without the consent of any Holder) or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby, provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to “the Trustee”
and concomitant changes in this Section and Section 1006, or the deletion of this proviso,
in accordance with the requirements of Section 611(b) and Section 901(7).


A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.




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



Section 903. Execution of Supplemental Indentures.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	39






 









 






     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights, duties, immunities or
liabilities under this Indenture or otherwise.



Section 904. Effect of Supplemental Indentures.




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



Section 905. Conformity With Trust Indenture Act.




     Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.



Section 906. Reference in Securities to Supplemental Indentures.




     Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to conform, in the opinion
of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities
of such series.



ARTICLE TEN

COVENANTS




Section 1001. Payment of Principal, Premium and Interest.




     The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of (and premium, if any), interest on and any Additional
Amounts with respect to the Securities of that series in accordance with the terms of the
Securities and this Indenture.



Section 1002. Maintenance of Office or Agency.




     The Company will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee.



     The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency.



Section 1003. Money for Securities Payments to be Held in Trust.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	40






 









 






     If the Company shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of (and premium, if any) or
interest on or any Additional Amounts with respect to any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or interest or any Additional Amounts so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.



     Whenever the Company shall have one or more Paying Agents for any series of Securities, the
Company will, on or before each due date of the principal of (and premium, if any) or interest on
any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of
the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure so to act.



     The Company will cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent will:




     (1) hold all sums held by it for the payment of the principal of (and premium, if any),
interest on or any Additional Amounts with respect to Securities of that series in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;




     (2) give the Trustee notice of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment of principal (and premium, if
any), interest on or any Additional Amounts with respect to the Securities of that series;
and




     (3) at any time during the continuance of any such default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.



     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on or any Additional
Amounts with respect to any Security of any series and remaining unclaimed for three years after
such principal (and premium, if any) or interest or Additional Amounts have become due and payable
shall, unless otherwise required by mandatory provisions of applicable escheat, or abandoned or
unclaimed property law, be paid to the Company on Company Request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the Company cause to be
published once, in an Authorized Newspaper in The Borough of Manhattan, The City of New York and in
such other Authorized Newspapers as the Trustee shall deem appropriate, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then remaining will, unless
otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed
property law, be repaid to the Company.



Section 1004. Existence.




     Subject to Article Eight, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	41






 









 






Section 1005. Statement by Officers as to Default.




     The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company ending after the date hereof so long as any Security is outstanding hereunder, an
Officers’ Certificate, complying with Section 314(a) of the Trust Indenture Act, stating that a
review of the activities of the Company during such year and of performance under this Indenture
has been made under the supervision of the signers thereof and whether or not to the best of their
knowledge, based upon such review, the Company is in default in the performance, observance or
fulfillment of any of its covenants and other obligations under this Indenture, and if the Company
shall be in default, specifying each such default known to them and the nature and status thereof.
One of the officers signing the Officers’ Certificate delivered pursuant to this Section 1005 shall
be the principal executive, financial or accounting officer of the Company.



     For purposes of this Section, such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Indenture.



Section 1006. Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any covenant or condition set
forth in Section 1004, or any covenant added for the benefit of any series of Securities as
contemplated by Section 301 (unless otherwise specified pursuant to Section 301) if before or after
the time for such compliance the Holders of a majority in principal amount of the Outstanding
Securities of all series affected by such omission (acting as one class) shall, by Act of such
Holders, either waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such covenant or condition
except to the extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect.



Section 1007. Additional Amounts.




     If the Securities of a series expressly provide for the payment of Additional Amounts, the
Company will pay to the Holder of any Security of such series Additional Amounts as expressly
provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of, any Security of any series or the
net proceeds received from the sale or exchange of any Security of any series, such mention shall
be deemed to include mention of the payment of Additional Amounts provided for in this Section to
the extent that, in such context, Additional Amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section and express mention of the payment of Additional
Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional
Amounts in those provisions hereof where such express mention is not made.



     If the Securities of a series provide for the payment of Additional Amounts, at least 10 days
prior to the first Interest Payment Date with respect to that series of Securities (or if the
Securities of that series will not bear interest prior to Maturity, the first day on which a
payment of principal and any premium is made), and at least 10 days prior to each date of payment
of principal and any premium or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers’ Certificate, the Company shall furnish the Trustee and
the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’
Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of
principal of and any premium or interest on the Securities of that series shall be made to Holders
of Securities of that series who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described in the Securities of that series. If any
such withholding shall be required, then such Officers’ Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of Securities and the
Company will pay to such Paying Agent the Additional Amounts required by this Section. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against any
loss, liability or expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in reliance on any
Officers’ Certificate furnished pursuant to this Section 1007.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	42






 









 






ARTICLE ELEVEN

REDEMPTION OF SECURITIES




Section 1101. Applicability of Article.




     Securities of any series which are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 301
for Securities of any series) in accordance with this Article.



Section 1102. Election to Redeem; Notice to Trustee.




     Unless otherwise provided with respect to the Securities of a series as contemplated by
Section 301, the election of the Company to redeem any Securities shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, a reasonable period prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee
of such Redemption Date and of the principal amount of Securities of such series to be redeemed.
In the case of any redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company
shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such
restriction.



     ANY NOTICE MAY BE CANCELLED AT ANY TIME PRIOR TO THE MAILING OF THAT NOTICE OF REDEMPTION TO
ANY HOLDER OF ANY SECURITY OF THAT SERIES AND SHALL THEREUPON BE VOID AND OF NO EFFECT.



Section 1103. Selection by Trustee of Securities to be Redeemed.




     If less than all the Securities of any series are to be redeemed, the particular Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for Securities of that series
or any integral multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of that series or of
the principal amount of global Securities of such series.



     The Trustee shall promptly notify the Company and the Security Registrar in writing of the
Securities selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.



     For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to
be redeemed only in part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.



Section 1104. Notice of Redemption.




     Notice of redemption shall be given in the manner provided in Section 107 to each Holder of
Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date.



     All notices of redemption shall state:




     (1) the Redemption Date,




     (2) the Redemption Price,




     (3) if less than all the Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts) of the
particular Securities to



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	43






 









 







be redeemed,




     (4) that on the Redemption Date the Redemption Price will become due and payable upon
each such Security to be redeemed and, if applicable, that interest thereon will cease to
accrue on and after said date,




     (5) the place or places where such Securities are to be surrendered for payment of the
Redemption Price,




     (6) that the redemption is for a sinking fund, if such is the case, and




     (7) the “CUSIP” number, if applicable.



     A notice of redemption as contemplated by Section 107 need not identify particular Securities
to be redeemed. Notice of redemption of Securities to be redeemed at the election of the Company
shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company.



Section 1105. Deposit of Redemption Price.




     On or before 10:00 a.m., Houston, Texas time, on any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, and any Additional Amounts with respect to, all the Securities which are to be
redeemed on that date.



Section 1106. Securities Payable on Redemption Date.




     Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be paid by the Company
at the Redemption Price, together with accrued interest (and any Additional Amounts) to the
Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Security or, in the case of Original Issue
Discount Securities, the Securities’ Yield to Maturity.



Section 1107. Securities Redeemed in Part.




     Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new
Security or Securities of the same series and Stated Maturity, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.



Section 1108. Purchase of Securities.




     Unless otherwise specified as contemplated by Section 301, the Company and any Affiliate of
the Company may at any time purchase or otherwise acquire Securities in the open market or by
private agreement.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	44






 









 





Such acquisition shall not operate as or be deemed for any purpose to be a redemption of the
indebtedness represented by such Securities. Any Securities purchased or acquired by the Company
may be delivered to the Trustee and, upon such delivery, the indebtedness represented thereby shall
be deemed to be satisfied. Section 309 shall apply to all Securities so delivered.




ARTICLE TWELVE

SINKING FUNDS




Section 1201. Applicability of Article.




     The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section 301 for Securities
of such series.



     The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of
such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment”. Unless otherwise provided by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction as provided in
Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of Securities of such series.



Section 1202. Satisfaction of Sinking Fund Payments with Securities.




     The Company (1) may deliver Outstanding Securities of a series (other than any previously
called for redemption), and (2) may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such Securities have not been
previously so credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption through operation of
the sinking fund and the amount of such sinking payment shall be reduced accordingly.



Section 1203. Redemption of Securities for Sinking Fund.




     Not less than 45 days prior (unless a shorter period shall be satisfactory to the Trustee) to
each sinking fund payment date for any series of Securities, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivery
of or by crediting Securities of that series pursuant to Section 1202 and will also deliver to the
Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment
date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Section 1106 and Section 1107.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	45






 









 






ARTICLE THIRTEEN

SUBORDINATION




Section 1301. Securities Subordinated to Senior Indebtedness.




     The Company and each Holder of a Security, by his acceptance thereof, agree that (a) the
payment of the principal of, premium (if any) and interest on and any Additional Amounts with
respect to each and all the Securities and (b) any other payment in respect of the Securities,
including on account of the acquisition or redemption of Securities by the Company, is
subordinated, to the extent and in the manner provided in this Article Thirteen, to the prior
payment in full of all Senior Indebtedness of the Company, whether outstanding at the date of this
Indenture or thereafter created, incurred, assumed or guaranteed, and that these subordination
provisions are for the benefit of the holders of Senior Indebtedness of the Company.



     This Article Thirteen shall constitute a continuing offer to all Persons who, in reliance upon
such provisions, become holders of, or continue to hold, Senior Indebtedness of the Company, and
such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders
are made obligees hereunder and any one or more of them may enforce such provisions.



Section 1302. No Payment on Securities in Certain Circumstances.





     (a) No payment shall be made by or on behalf of the Company on account of the principal
of, premium (if any) or interest on or any Additional Amounts with respect to the Securities
of any series or to acquire any of such Securities (including any repurchases of such
Securities pursuant to the provisions hereof or thereof at the option of the Holder of such
Securities) for cash or property (other than Junior securities of the Company) or on account
of any redemption provisions of such Securities, in the event of default in payment of any
principal of, premium (if any) or interest on any Senior Indebtedness of the Company when
the same becomes due and payable, whether at maturity or at a date fixed for prepayment or
by declaration or otherwise (a “Payment Default”), unless and until such Payment Default has
been cured or waived or otherwise has ceased to exist.




     (b) No payment shall be made by or on behalf of the Company on account of the principal
of, premium (if any) or interest on or any Additional Amounts with respect to the Securities
of any series or to acquire any of such Securities (including any repurchases of such
Securities pursuant to the provisions hereof or thereof at the option of the Holder of such
Securities) for cash or property (other than Junior securities of the Company) or on account
of any redemption provisions of such Securities, in the event of any event of default (other
than a Payment Default) with respect to any Designated Senior Indebtedness permitting the
holders of such Designated Senior Indebtedness (or a trustee or other representative on
behalf of the holders thereof) to declare such Designated Senior Indebtedness due and
payable prior to the date on which it would otherwise have become due and payable, upon
written notice thereof to the Company and the Trustee by any holders of Designated Senior
Indebtedness (or a trustee or other representative on behalf of the holders thereof) (the
“Payment Notice”), unless and until such event of default shall have been cured or waived or
otherwise has ceased to exist; provided, that such payments may not be prevented pursuant to
this Section 1302 for more than 179 days after an applicable Payment Notice has been
received by the Trustee unless the Designated Senior Indebtedness in respect of which such
event of default exists has been declared due and payable in its entirety, in which case no
such payment may be made until such acceleration has been rescinded or annulled or such
Designated Senior Indebtedness has been paid in full. No event of default that existed or
was continuing on the date of any Payment Notice (whether or not such event of default is on
the same issue of Designated Senior Indebtedness) may be made the basis for the giving of a
second Payment Notice, and only one such Payment Notice may be given in any 365-day period.




     (c) In furtherance of the provisions of Section 1301, in the event that,
notwithstanding the foregoing provisions of this Section 1302, any payment or distribution
of assets of the Company (other than Junior securities of the Company) shall be received by
the Trustee or the Holders of Securities of any series at a time when such payment or
distribution was prohibited by the provisions of this Section 1302, then, unless such
payment or distribution is no longer prohibited by this Section 1302, such payment or



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	46






 









 







distribution (subject to the provisions of Section 1307) shall be received and held in
trust by the Trustee or such Holder or Paying Agent for the benefit of the holders of Senior
Indebtedness of the Company, and shall be paid or delivered by the Trustee or such Holders
or such Paying Agent, as the case may be, to the holders of Senior Indebtedness of the
Company remaining unpaid or unprovided for or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments evidencing
such Senior Indebtedness of the Company may have been issued, ratably, according to the
aggregate amounts remaining unpaid on account of such Senior Indebtedness of the Company
held or represented by each, for application to the payment of all Senior Indebtedness in
full after giving effect to all concurrent payments and distributions to or for the holders
of such Senior Indebtedness.



Section 1303. Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution,
Liquidation or Reorganization.




     Upon any distribution of assets of the Company or upon any dissolution, winding up, total or
partial liquidation or reorganization of the Company, whether voluntary or involuntary, in
bankruptcy, insolvency, receivership or similar proceeding or upon assignment for the benefit of
creditors:




     (a) the holders of all Senior Indebtedness of the Company shall first be entitled to
receive payments in full before the Holders of Securities of any series are entitled to
receive any payment on account of the principal of, premium (if any) or interest on or any
Additional Amounts with respect to such Securities (other than Junior securities of the
Company);




     (b) any payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities (other than Junior securities of the Company), to
which the Holders of Securities of any series or the Trustee on behalf of such Holders would
be entitled, except for the provisions of this ARTICLE Thirteen, shall be paid by the
liquidating trustee or agent or other Person making such a payment or distribution directly
to the holders of such Senior Indebtedness or their representative, ratably according to the
respective amounts of Senior Indebtedness held or represented by each, to the extent
necessary to make payment in full of all such Senior Indebtedness remaining unpaid after
giving effect to all concurrent payments and distributions to the holders of such Senior
Indebtedness; and




     (c) in the event that, notwithstanding the foregoing, any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or securities
(other than Junior securities of the Company), shall be received by the Trustee or the
Holders of Securities of any series or any Paying Agent (or, if the Company or any Affiliate
of the Company is acting as its own Paying Agent, money for any such payment or distribution
shall be segregated or held in trust) on account of the principal of, premium (if any) or
interest on or any Additional Amounts with respect to the Securities of such series before
all Senior Indebtedness of the Company is paid in full, such payment or distribution
(subject to the provisions of Section 1307) shall be received and held in trust by the
Trustee or such Holder or Paying Agent for the benefit of the holders of such Senior
Indebtedness, or their respective representatives, ratably according to the respective
amounts of such Senior Indebtedness held or represented by each, to the extent necessary to
make payment as provided herein of all such Senior Indebtedness remaining unpaid after
giving effect to all concurrent payments and distributions and all provisions therefor to or
for the holders of such Senior Indebtedness, but only to the extent that as to any holder of
such Senior Indebtedness, as promptly as practical following notice from the Trustee to the
holders of such Senior Indebtedness that such prohibited payment has been received by the
Trustee, Holder(s) or Paying Agent (or has been segregated as provided above), such holder
(or a representative therefor) notifies the Trustee of the amounts then due and owing on
such Senior Indebtedness, if any, held by such holder and only the amounts specified in such
notices to the Trustee shall be paid to the holders of such Senior Indebtedness.



Section 1304. Subrogation to Rights of Holders of Senior Indebtedness.




     Subject to the payment in full of all Senior Indebtedness of the Company as provided herein,
the Holders of the Securities shall be subrogated (to the extent of the payments or distributions
made to the holders of such Senior Indebtedness pursuant to the provisions of this Article) to the
rights of the holders of such Senior Indebtedness to



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	47






 









 





receive payments or distributions of assets of the Company applicable to the Senior
Indebtedness until all amounts owing on the Securities shall be paid in full. For the purpose of
such subrogation, no such payments or distributions to the holders of such Senior Indebtedness by
the Company, or by or on behalf of the Holders of the Securities by virtue of this Article
Thirteen, which otherwise would have been made to such Holders shall, as between the Company and
such Holders, be deemed to be payment by the Company or on account of such Senior Indebtedness, it
being understood that the provisions of this Article Thirteen are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the
holders of such Senior Indebtedness, on the other hand.




     If any payment or distribution to which the Holders of the Securities would otherwise have
been entitled but for the provisions of this Article Thirteen shall have been applied, pursuant to
the provisions of this Article Thirteen, to the payment of amounts payable under Senior
Indebtedness of the Company, then such Holders shall be entitled to receive from the holders of
such Senior Indebtedness any payments or distributions received by such holders of Senior
Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of
such Senior Indebtedness in full.



Section 1305. Obligations of the Company Unconditional.




     Nothing contained in this Article Thirteen or elsewhere in this Indenture or in the Securities
is intended to or shall impair, as between the Company and the Holders of the Securities of any
series, the obligation of the Company, which is absolute and unconditional, to pay to such Holders
the principal of, premium (if any) and interest on and any Additional Amounts with respect to the
Securities of such series as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of such Holders and creditors of
the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein
prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, subject to the rights, if any, under this Article Thirteen,
of the holders of Senior Indebtedness in respect of cash, property or securities of the Company
received upon the exercise of any such remedy. Notwithstanding anything to the contrary in this
Article Thirteen or elsewhere in this Indenture or in the Securities, upon any distribution of
assets of the Company referred to in this Article Thirteen, the Trustee, subject to the provisions
of Section 601 and Section 603, and the Holders of the Securities shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which such dissolution, winding
up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating
trustee or agent or other Person making any distribution to the Trustee or to such Holders for the
purpose of ascertaining the Persons entitled to participate in such distribution, the holders of
the Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article Thirteen so long as such court has been apprised of the provisions of, or the
order, decree or certificate makes reference to, the provisions of this Article Thirteen.



Section 1306. Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice.




     The Trustee shall not at any time be charged with knowledge of the existence of any facts that
would prohibit the making of any payment to or by the Trustee unless and until a Responsible
Officer of the Trustee or any Paying Agent shall have received, no later than two Business Days
prior to such payment, written notice thereof from the Company or from one or more holders of
Senior Indebtedness or from any representative therefor and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Section 601 and Section 603, shall be
entitled in all respects conclusively to assume that no such fact exists.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	48






 









 






Section 1307. Application by Trustee of Amounts Deposited with It.




     Amounts deposited in trust with the Trustee pursuant to and in accordance with Article Four
shall be for the sole benefit of Holders of the Securities of series for the benefit of which such
amounts were deposited, and, to the extent allocated for the payment of Securities of such series,
shall not be subject to the subordination provisions of this Article Thirteen. Otherwise, any
deposit of assets with the Trustee or the Paying Agent (whether or not in trust) for the payment of
principal of, premium (if any) or interest on or any Additional Amounts with respect to any
Securities shall be subject to the provisions of Section 1301, Section 1302, Section 1303 and
Section 1304; provided that if prior to two Business Days preceding the date on which by the terms
of this Indenture any such assets may become distributable for any purpose (including without
limitation, the payment of either principal of, premium (if any) or interest on or any Additional
Amounts with respect to any Security), the Trustee or such Paying Agent shall not have received
with respect to such assets the written notice provided for in Section 1306, then the Trustee or
such Paying Agent shall have full power and authority to receive such assets and to apply the same
to the purpose for which they were received, and shall not be affected by any notice to the
contrary that may be received by it on or after such date; and provided further that nothing
contained in this Article Thirteen shall prevent the Company from making, or the Trustee from
receiving or applying, any payment in connection with the redemption of Securities if the first
publication of notice of such redemption (whether by mail or otherwise in accordance with this
Indenture) has been made, and the Trustee has received such payment from the Company, prior to the
occurrence of any of the contingencies specified in Section 1302 or Section 1303.



Section 1308. Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of
Senior Indebtedness.




     No right of any present or future holders of any Senior Indebtedness to enforce subordination
provisions contained in this Article Thirteen shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act or failure to act,
in good faith, by any such holder, or by any noncompliance by the Company with the terms of this
Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise
charged with. The holders of Senior Indebtedness may extend, renew, modify or amend the terms of
the Senior Indebtedness or any security therefor and release, sell or exchange such security and
otherwise deal freely with the Company, all without affecting the liabilities and obligations of
the parties to this Indenture or the Holders of the Securities.



Section 1309. Trustee to Effectuate Subordination of Securities.




     Each Holder of a Security by his acceptance thereof authorizes and expressly directs the
Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the
subordination provisions contained in this Article Thirteen and to protect the rights of the
Holders of the Securities pursuant to this Indenture, and appoints the Trustee his attorney-in-fact
for such purpose, including, in the event of any dissolution, winding up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or
upon an assignment for the benefit of creditors of the Company) , the filing of a claim for the
unpaid balance of his Securities in the form required in said proceedings and cause said claim to
be approved. If the Trustee does not file a proper claim or proof of debt in the form required in
such proceeding prior to 30 days before the expiration of the time to file such claim or claims,
then the holders of the Senior Indebtedness or their representative is hereby authorized to have
the right to file and is hereby authorized to file an appropriate claim for and on behalf of the
Holders of said Securities. Nothing herein contained shall be deemed to authorize the Trustee or
the holders of Senior Indebtedness or their representative to authorize or consent to or accept or
adopt on behalf of any Holder of Securities any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to authorize the
Trustee or the holders of Senior Indebtedness or their representative to vote in respect of the
claim of any Holder of the Securities in any such proceeding.



Section 1310. Right of Trustee to Hold Senior Indebtedness.




     The Trustee in its individual capacity shall be entitled to all of the rights set forth in
this Article Thirteen in respect of any Senior Indebtedness at any time held by it to the same
extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall be construed
to deprive the Trustee of any of its rights as such holder.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	49






 









 






Section 1311. Article Thirteen Not to Prevent Events of Default.




     The failure to make a payment on account of principal of or premium (if any) or interest on
the Securities by reason of any provision of this Article Thirteen shall not be construed as
preventing the occurrence of a Default or an Event of Default under Section 501 or in any way
prevent the Holders of the Securities from exercising any right hereunder other than the right to
receive payment on the Securities.



Section 1312. No Fiduciary Duty of Trustee to Holders of Senior Indebtedness.




     The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness of the Company, and shall not be liable to any such holders (other than for its
willful misconduct or negligence) if it shall in good faith mistakenly pay over or distribute to
the Holders of the Securities or the Company or any other Person, cash, property or securities to
which any holders of Senior Indebtedness of the Company shall be entitled by virtue of this Article
Thirteen or otherwise.



     Nothing in this Section 1312 shall affect the obligation of any other such Person to hold such
payment for the benefit of, and to pay such payment over to, the holders of Senior Indebtedness or
their representative.



Section 1313. Article Applicable to Paying Agent.




     In case at any time any Payment Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article Thirteen shall in
such case (unless the context shall otherwise require) be construed as extending to and including
such Payment Agent within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; provided, however, that this
Section 1313 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate
acts as Paying Agent.



ARTICLE FOURTEEN

MEETINGS OF HOLDERS OF SECURITIES




Section 1401. Purposes for Which Meetings May Be Called.




     A meeting of Holders of Securities of any or all series may be called at any time and from
time to time pursuant to this Article to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be made, given or
taken by Holders of Securities of such series.



Section 1402. Call, Notice and Place of Meetings.





     (a) The Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 1401, to be held at such time and at such place in
Houston, Texas, in New York, New York, in London, England, or in any other location, as the
Trustee shall determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given, in the manner provided in Section 701,
not less than 20 nor more than 180 days prior to the date fixed for the meeting.




     (b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of
at least 10% in aggregate principal amount of the Outstanding Securities of any series,
shall have requested the Trustee for any such series to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 1401, by written request
setting forth in reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have made the first publication of the notice of such meeting within 30
days after receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the place in
Houston, Texas, in New York, New York, in London, England, for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in Subsection (a) of
this Section.



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	50






 









 






Section 1403. Persons Entitled to Vote at Meetings.




     To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall
be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by
an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of
such series by such Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote
at such meeting and their counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.



Section 1404. Quorum; Action.




     The Persons entitled to vote a majority in aggregate principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such
series. In the absence of a quorum within 30 minutes of the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Securities of such series, be
dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Subject to Section 1405(d), notice of the reconvening of
any adjourned meeting shall be given as provided in Section 1402(a), except that such notice need
be given only once not less than five days prior to the date on which the meeting is scheduled to
be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly that
Persons entitled to vote a majority in principal amount of the Outstanding Securities of such
series shall constitute a quorum.



     Except as limited by the proviso to Section 902, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series; provided, however, that, except as limited by the proviso to Section
902, any resolution with respect to any request, demand, authorization, direction, notice, consent
or waiver which this Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage that is less than a majority in aggregate principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified
percentage in aggregate principal amount of the Outstanding Securities of that series.



     Except as limited by the proviso to Section 902, any resolution passed or decision taken at
any meeting of Holders of Securities of any series duly held in accordance with this Section shall
be binding on all the Holders of Securities of such series, whether or not present or represented
at the meeting.



Section 1405. Determination of Voting Rights; Conduct and Adjournment of Meetings.





     (a) The holding of Securities shall be proved in the manner specified in Section 105
and the appointment of any proxy shall be proved in the manner specified in Section 105.
Such regulations may provide that written instruments appointing proxies, regular on their
face, may be presumed valid and genuine without the proof specified in Section 105 or other
proof.




     (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of
Securities as provided in Section 1402(b), in which case the Company or the Holders of
Securities of the series calling the meeting, as the case may be, shall appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of such series represented at the meeting.




     (c) At any meeting each Holder of a Security of such series and each proxy shall be
entitled to one vote for each $1,000 principal amount of the Outstanding Securities of such
series held or represented by him; provided, however, that no vote shall be cast or counted
at any meeting in respect of



	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	51






 









 







any Security challenged as not Outstanding and ruled by the chairman of the meeting to
be not Outstanding. The chairman of the meeting shall have no right to vote, except as a
Holder of a Security of such series or as a proxy.




     (d) Any meeting of Holders of Securities of any series duly called pursuant to Section
1402 at which a quorum is present may be adjourned from time to time by Persons entitled to
vote a majority in aggregate principal amount of the Outstanding Securities of such series
represented at the meeting; and the meeting may be held as so adjourned without further
notice.



Section 1406. Counting Votes and Recording Action of Meetings.




     The vote upon any resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A record, at least
in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to such record the original
reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of the meeting and
showing that such notice was given as provided in Section 1402 and, if applicable, Section 1404.
Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters therein stated.



*      *      *




     This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument.



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of
the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	ENDEAVOUR INTERNATIONAL CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	[                                                                                                                        ]	 	 
	 	 	Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 
	Exhibit 4.2 — Form of Endeavour Indenture for Subordinated Debt Securities

	 	 	52