Deed of Termination for British Energy and Eggborough Banks dated Sept 30, 2004



 Exhibit 4.39 
  

			
	

	 	LIMITED LIABILITY PARTNERSHIP

  
 CONFORMED COPY

  
 DATED 30 SEPTEMBER 2004 
  
 BRITISH ENERGY PLC 
  
 BRITISH ENERGY POWER AND ENERGY TRADING LIMITED 
  
 EGGBOROUGH POWER (HOLDINGS) LIMITED 
  
 EGGBOROUGH POWER LIMITED 
  
 BARCLAYS BANK PLC 
  
 THE ROYAL BANK OF SCOTLAND PLC 
  
 WEST LB AG 
  
 THE TORONTO-DOMINION BANK 
  
 AND 
  
 CERTAIN FINANCIAL INSTITUTIONS 
  

  
 DEED OF TERMINATION 
  








 THIS DEED is dated 30 September 2004 
  
 BETWEEN: 
  

	(1)	BRITISH ENERGY PLC, a company incorporated in Scotland (registered no. SC162273), whose registered office is at 3 Redwood Crescent, Peel Park, East Kilbride G74 5PR
(“BE”); 

  

	(2)	BRITISH ENERGY POWER AND ENERGY TRADING LIMITED, a company incorporated in Scotland (registered no. SC200887), whose registered office is at 3 Redwood Crescent, Peel Park,
East Kilbride G74 5PR (“BEPET”); 

  

	(3)	EGGBOROUGH POWER (HOLDINGS) LIMITED, a company incorporated in Scotland (registered no. SC201083) whose registered office is at 3 Redwood Crescent, Peel Park, East Kilbride
G74 5PR (“EPHL”); 

  

	(4)	EGGBOROUGH POWER LIMITED, a company incorporated in England and Wales (registered no. 03782700), whose registered office is at Barnett Way, Barnwood, Gloucester,
Gloucestershire GL4 3RS (“EPL”); 

  

	(5)	BARCLAYS BANK PLC, a company incorporated in England and Wales (registered no. 01026167), whose registered office is at 54 Lombard Street, London EC3P 3AH in its capacity as
agent for the Finance Parties (as defined in the Credit Agreement) (the “Agent”); 

  

	(6)	BARCLAYS BANK PLC, a company incorporated in England and Wales (registered no. 01026167), whose registered office is at 54 Lombard Street, London EC3P 3AH in its capacity as
security trustee for the Finance Parties (as defined in the Credit Agreement) (the “Security Trustee”); 

  

	(7)	BARCLAYS BANK PLC, a company incorporated in England and Wales (registered no. 01026167), whose registered office is at 54 Lombard Street, London EC3P 3AH in its own
capacity; 

  

	(8)	THE ROYAL BANK OF SCOTLAND PLC, a company incorporated in Scotland (registered no. SC090312), whose registered office is at 36 St. Andrew Square, Edinburgh EH2 2YB in its own
capacity; 

  

	(9)	WESTLB AG, a financial institution incorporated in Germany with limited liability and having its head offices in Duesseldorf and Muenster where it is registered under numbers
HRB42975 and HRB6400 respectively, acting through its London Branch at Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA, registered in England and Wales as a branch under no. BR001899; 

  

	(10)	THE TORONTO DOMINION BANK, a company incorporated in Canada (registered no. FC004422), whose registered office is at PO Box 1, Toronto-Dominion Centre, Toronto, Ontario,
Canada M5K 1A2, acting through its London Branch at Triton Court, 14/18 Finsbury Square, London, EC2A 1DB; 

  

	(11)	THE FINANCIAL INSTITUTIONS listed in Schedule 1. 

  

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 WHEREAS: 
  
 The parties have agreed to terminate and release all their respective rights and obligations under the Agreements to which they are a party (in each and every capacity)
as of the Restructuring Date. 
  

	1.	DEFINITIONS 

  

	1.1	In this Deed: 

  
 “Agreements” means each of the Agreements listed in Schedule 2. 
  
 “Credit Agreement” means the credit agreement originally dated 13 July 2000 as amended and restated on 8
September 2000, 24 October 2000, 12 December 2000, 5 February 2001 and on or about the date of this Deed. 
  
 “Creditor Restructuring Agreement” means the creditor restructuring agreement dated as of 30 September 2003 between, inter alios,
BE, EPL and EPHL. 
  
 “Deed” means this Deed and
the Schedules hereto. 
  
 “Restructuring Date”
has the same meaning as given to it in the Creditor Restructuring Agreement. 
  

	1.2	Any reference in this Deed to a person shall be construed as to include its and any subsequent permitted successors, assigns and transferees in accordance with their respective
interests. 

  

	1.3	A person who is not a party to this Deed has no right under the Contract (Rights of Third Parties) Act 1999. 

  

	2.	RELEASE 

  
 With effect from the Restructuring Date, the Agreements are terminated and each party to the Agreements (in each and every capacity) irrevocably and
unconditionally releases the other parties to the Agreements (in each and every capacity) from their respective rights and obligations under the Agreements (whether present or future and/or actual or contingent). 
  

	3.	COUNTERPARTS 

  
 This Deed may be executed in any number of counterparts, each of which is an original and all of which together evidence the same agreement. 

 

	4.	GOVERNING LAW 

  
 This Deed and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Deed and its formation shall
be governed and construed in accordance with English law. 
  

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 SCHEDULE 1 
  
 FINANCIAL INSTITUTIONS 
  
 Arab Bank plc 
  
 Banc of America Securities Limited 
  
 Barclays Bank PLC 
  
 Bear Stearns Bank plc 
  
 Citibank International
plc 
  
 Credit Industriel et Commercial (Singapore Branch) 
  
 Credit Suisse First Boston 
  
 Deutsche Bank AG, London 
  
 Goldman Sachs Credit Partners L.P. 
  
 Morgan Stanley Bank International Limited 
  
 ORN European Debt S.à.r.l. 
  
 Scotiabank Europe plc 
  
 The Royal Bank of Scotland plc 
  
 The
Toronto-Dominion Bank 
  
 WestLB AG 
  

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 SCHEDULE 2 
  
 Agreements to be Terminated 
  

	1.	The calculations and forecasting agreement originally dated 13 July 2000 as amended and restated on 8 September 2000 between EPL and the Agent. 

  

	2.	The sponsor undertaking originally dated 13 July 2000 as amended and restated on 8 September 2000 between BE, EPHL, BEPET, EPL, the Agent and the Security Trustee.


  

	3.	The capacity and tolling agreement originally dated 13 July 2000 as amended and restated on 8 September 2000 and 5 February 2001 between BEPET and EPL. 

  

	4.	The CTA guarantee dated 8 September 2000 given by BE to EPL. 

  

	5.	The capacity and tolling agreement direct agreement originally dated 13 July 2000 as amended and restated on 8 September 2000 between BEPET, EPL and the Agent.


  

	6.	The deed of indemnity in relation to employees liabilities dated 13 July 2000 between BE and EPL. 

  

	7.	The subordinated loan agreement originally dated 13 July 2000 as amended and restated on 8 September 2000 between EPL and BE. 

  

	8.	The service contract dated 8 September 2000 between BE and EPL. 

  

	9.	The accounts agreement dated 8 September between EPL and the Agent. 

  

	10.	The deed of payment originally dated 13 July 2000 as amended and restated on 8 September 2000 between EPL and BEPET. 

  

	11.	The ISDA Master Agreement originally dated 6 October 2000 as amended on 9 April 2003 between EPL and Barclays together with all associated confirmations. 


 

	12.	The ISDA Master Agreement originally dated 15 March 2001 as amended on 10 April 2003 between EPL and RBS together with all associated confirmations. 

  

	13.	The ISDA Master Agreement originally dated 5 May 2001 as amended on 24 April 2003 between EPL and WestLB together with all associated confirmations. 

  

	14.	The ISDA Master Agreement originally dated 5 March 2001 as amended on 9 April 2003 between EPL and TDB together with all associated confirmations. 

  

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 IN WITNESS WHEREOF this Deed has been executed as a deed by the parties to this Deed and is intended to and is
hereby delivered by all the parties to this Deed as a deed on the date specified above. 
  

			
	 EXECUTED as a deed
 by British Energy plc
 acting by
	  	 
		
	 Signature of director
	  	 
		
	Name of director	  	MIKE ALEXANDER
		
	Signature of director/secretary	  	 
		
	Name of director/secretary	  	ROBERT ARMOUR
		
	 EXECUTED as a deed
 by British
Energy Power
 and Energy Trading Limited
 acting
by
	  	 
	  
		
	Signature of director	  	 
		
	Name of director	  	NEIL O’HARA
		
	Signature of director/secretary	  	 
		
	Name of director/secretary	  	ROBERT ARMOUR

  

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	 EXECUTED as a deed
 by Eggborough
Power (Holdings) Limited
 acting by

		
	 Signature of director
	  	 
		
	 Name of director
	  	ROBERT ARMOUR
		
	 Signature of secretary
	  	 
		
	 Name of secretary
	  	JEAN MACDONALD
		
	 EXECUTED as a deed
 by Eggborough
Power Limited
 acting by
	  	 
	  
	  
		
	 Signature of director
	  	 
		
	 Name of director
	  	NEIL O’HARA
		
	 Signature of director/secretary
	  	 
		
	 Name of director/secretary
	  	ROBERT ARMOUR
		
	 EXECUTED as a deed
 by Barclays
Bank plc as Agent
 acting by its attorney
	  	 
	  
	  
		
	 in the presence of
	  	SIMON DEAVES
		
	 Signature of witness
	  	 
		
	 Name of witness
	  	Duncan Nash
		
	 Address:
	  	 5 The North Colonnade
 Canary
Wharf

		
	 Occupation:
	  	Bank Manager

  
  

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	 EXECUTED as a deed
 by Barclays
Bank plc as Security Trustee
 acting by its attorney

		
	 in the presence of
	  	SIMON DEAVES
		
	 Signature of witness
	  	 
		
	 Name of witness
	  	Duncan Nash
		
	 Address:
	  	5 The North Colonnade
	 	  	Canary Wharf
		
	 Occupation:
	  	Bank Manager
	
	 EXECUTED as a deed
 by Barclays
Bank plc in its own capacity
 acting by its attorney

		
	 in the presence of
	  	ALLAN POVER
		
	 Signature of witness
	  	 
		
	 Name of witness
	  	Simon Deaves
		
	 Address:
	  	5 The North Colonnade
	 	  	Canary Wharf
		
	 Occupation:
	  	Bank Manager
	
	 EXECUTED as a deed
 by Arab Bank
plc
 acting by its attorney

		
	 in the presence of
	  	MICHAEL CLARK
		
	 Signature of witness
	  	 
		
	 Name of witness
	  	Colin Couchman
		
	 Address:
	  	 
		
	 Occupation:
	  	 

  
  

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	 EXECUTED as a deed
 by Banc of
America Securities Limited
 acting by its attorney

		
	 in the presence of
	  	PETER YOUNG
		
	 Signature of witness
	  	 
		
	 Name of witness
	  	Robert I. Simon
		
	 Address:
	  	9W. 57th Street
	 	  	2nd Floor, NY
	 	  	NY 10019
		
	 Occupation:
	  	Banker
	
	 EXECUTED as a deed
 by Barclays
Bank plc
 acting by its attorney

		
	 in the presence of
	  	ALLAN POVER
		
	 Signature of witness
	  	 
		
	 Name of witness
	  	Simon Deaves
		
	 Address:
	  	5 The North Colonnade
	 	  	Canary Wharf
		
	 Occupation:
	  	Bank Manager
	
	 EXECUTED as a deed
 by Bear Stearns
Bank plc
 acting by its attorney

		
	 in the presence of
	  	LIAM MACNAMERA
		
	 Signature of witness
	  	 
		
	 Name of witness
	  	Marie Fitzgerald
		
	 Address:
	  	Bear Stearns Bank plc, Block 8,
	 	  	Horcourt Centre, Charlotte way,
	 	  	Dublin
		
	 Occupation:
	  	 

  

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	 EXECUTED as a deed
 by Citibank
International plc
 acting by its attorney

		
	 in the presence of
	  	WILLIAM BONSU
		
	 Signature of witness
	  	 
		
	 Name of witness
	  	David Trowhill
		
	 Address:
	  	38 Pearch Manor
	 	  	Chelmsford
		
	 Occupation:
	  	Banker
	
	 EXECUTED as a deed
 by Credit
Industriel et Commercial (Singapore Branch)
 acting by its attorney

		
	 in the presence of
	  	ROBERT PETTY
		
	 Signature of witness
	  	 
		
	 Name of witness
	  	Kenneth E. Warren
		
	 Address:
	  	485 Madison Avenue
	 	  	18th Floor, NY
	 	  	NY 10022
		
	 Occupation:
	  	Controller
	
	 EXECUTED as a deed
 by Credit
Suisse First Boston
 acting by its attorney

		
	 in the presence of
	  	 
		
	 Signature of witness
	  	 
		
	 Name of witness
	  	Paul Biddulah
		
	 Address:
	  	London E14 4QR
		
	 Occupation:
	  	Banker

  

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	EXECUTED as a deed	  	 
	by Deutsche Bank AG,London
	acting by its attorney	  	 
		
	in the presence of	  	 
		
	Signature of witness	  	 
		
	Name of witness	  	Fraser Mcgee
		
	Address:	  	Winchester House
	 	  	London
	 	  	EC2N 2DB
		
	Occupation:	  	 
		
	EXECUTED as a deed	  	 
	by Goldman Sachs Credit Partners L.P.
	acting by its attorney	  	 
		
	in the presence of	  	VLADIMIRA MIRCHEVA
		
	Signature of witness	  	 
		
	Name of witness	  	Joanna Goodsir
		
	Address:	  	20 Boring Street
	 	  	London
	 	  	N1 3DP
		
	Occupation:	  	Trainee Solicitor
	
	EXECUTED as a deed
	by Morgan Stanley Bank International Limited
	acting by its attorney	  	 
		
	in the presence of	  	WENDY NEWBY
		
	Signature of witness	  	 
		
	Name of witness	  	Gerard Jordan
		
	Address:	  	No. 1 Radcliffe Path
	 	  	London
	 	  	SW8 3AX
		
	Occupation:	  	Investment Banker

  

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	EXECUTED as a deed
	by ORN European Debt S.à.r.l.	  	 
	acting by its attorney	  	 
		
	in the presence of	  	GORDAN WEBB
		
	Signature of witness	  	 
		
	Name of witness	  	Guillaume Martin - Saudax
		
	Address:	  	 
		
	Occupation:	  	 
		
	EXECUTED as a deed	  	 
	by Scotiabank Europe plc	  	 
	acting by its attorney	  	 
		
	in the presence of	  	STEVE DOBSON
		
	Signature of witness	  	 
		
	Name of witness	  	Tim Macillivary
		
	Address:	  	Flat 5 ,30-38 Northcote Road
	 	  	London SW11 1N2
	Occupation	  	Banker
		
	EXECUTED as a deed	  	 
	by The Royal Bank of Scotland plc	  	 
	acting by its attorney	  	 
		
	in the presence of	  	PAUL SULLIVAN
		
	Signature of witness	  	 
		
	Name of witness	  	Mark Wood
		
	Address:	  	135 Bishopsgate
	 	  	EC2M 3UR
		
	Occupation:	  	Banker

  

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	EXECUTED as a deed	  	 
	by The Toronto-Dominion Bank	  	 
	acting by its attorney	  	 
		
	in the presence of	  	GRAEME FRANCIS
		
	Signature of witness	  	 
		
	Name of witness	  	Ian Flindt
		
	Address:	  	Triton Court
	 	  	14/16 Finsbury Square
	 	  	London
	 	  	EC2A 1DB
		
	Occupation:	  	Senior Manager, Legal Compliance
		
	EXECUTED as a deed	  	 
	by WestLB AG	  	 
	acting by its attorney	  	 
		
	in the presence of	  	DAVID STEWART
		
	Signature of witness	  	 
		
	Name of witness	  	Holde I. Szeman
		
	Address:	  	London
		
	Occupation:	  	Personal Assistant

  

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