British Energy 20-F 2005 FY Annual report (foreign)

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 DEEDis 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 byBritish 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 byBritish 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 byEggborough 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 byEggborough 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 byBarclays 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 byBarclays 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 byBarclays 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 byArab 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 byBanc 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 byBarclays 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 byBear 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 byCitibank 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 byCredit 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 byCredit 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
byDeutsche 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
byGoldman 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
byMorgan 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
byORN 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
byScotiabank 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
byThe 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
byThe 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
byWestLB 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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