LIMITED LIABILITY PARTNERSHIP

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 0 Xxxxxxx Xxxxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxx X00 0XX (“BE”);

(2) BRITISH ENERGY POWER AND ENERGY TRADING LIMITED, a company incorporated in Scotland (registered no. SC200887), whose registered office is at 0 Xxxxxxx Xxxxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxx X00 0XX (“BEPET”);

(3) EGGBOROUGH POWER (HOLDINGS) LIMITED, a company incorporated in Scotland (registered no. SC201083) whose registered office is at 0 Xxxxxxx Xxxxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxx X00 0XX (“EPHL”);

(4) EGGBOROUGH POWER LIMITED, a company incorporated in England and Wales (registered no. 03782700), whose registered office is at Xxxxxxx Xxx, Xxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxxxx XX0 0XX (“EPL”);

(5) BARCLAYS BANK PLC, a company incorporated in England and Wales (registered no. 01026167), whose registered office is at 00 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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 00 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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 00 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX in its own capacity;

(8) THE ROYAL BANK OF SCOTLAND PLC, a company incorporated in Scotland (registered no. SC090312), whose registered office is at 00 Xx. Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX 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, 00 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, 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 XX Xxx 0, Xxxxxxx-Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0, acting through its London Branch at Xxxxxx Xxxxx, 00/00 Xxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX;

(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) Xxx 0000.

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 Xxxxxxx Bank plc

Citibank International plc

Credit Industriel et Commercial (Singapore Branch)

Credit Suisse First Boston

Deutsche Bank AG, London

Xxxxxxx Xxxxx Credit Partners X.X.

Xxxxxx Xxxxxxx Bank International Limited

ORN European Debt S.à.x.x.

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		XXXX XXXXXXXXX
Signature of director/secretary
Name of director/secretary		XXXXXX XXXXXX
EXECUTED as a deed by British Energy Power and Energy Trading Limited acting by
	Signature of director
Name of director		XXXX X’XXXX
Signature of director/secretary
Name of director/secretary		XXXXXX XXXXXX

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EXECUTED as a deed by Eggborough Power (Holdings) Limited acting by
Signature of director
Name of director		XXXXXX XXXXXX
Signature of secretary
Name of secretary		XXXX XXXXXXXXX
EXECUTED as a deed by Eggborough Power Limited acting by
	Signature of director
	Name of director			XXXX X’XXXX
Signature of director/secretary
Name of director/secretary		XXXXXX XXXXXX
EXECUTED as a deed by Barclays Bank plc as Agent acting by its attorney
	in the presence of			XXXXX XXXXXX
	Signature of witness
Name of witness		Xxxxxx Xxxx
Address:		0 Xxx Xxxxx Xxxxxxxxx Xxxxxx Xxxxx
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		XXXXX XXXXXX
Signature of witness
Name of witness		Xxxxxx Xxxx
Address:		0 Xxx Xxxxx Xxxxxxxxx
		Xxxxxx Xxxxx
Occupation:		Bank Manager
EXECUTED as a deed by Barclays Bank plc in its own capacity acting by its attorney
in the presence of		XXXXX XXXXX
Signature of witness
Name of witness		Xxxxx Xxxxxx
Address:		0 Xxx Xxxxx Xxxxxxxxx
		Xxxxxx Xxxxx
Occupation:		Bank Manager
EXECUTED as a deed by Arab Bank plc acting by its attorney
in the presence of		XXXXXXX XXXXX
Signature of witness
Name of witness		Xxxxx Xxxxxxxx
Address:
Occupation:

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EXECUTED as a deed by Banc of America Securities Limited acting by its attorney
in the presence of		XXXXX XXXXX
Signature of witness
Name of witness		Xxxxxx X. Xxxxx
Address:		9W. 00xx Xxxxxx
		0xx Xxxxx, XX
		XX 00000
Occupation:		Banker
EXECUTED as a deed by Barclays Bank plc acting by its attorney
in the presence of		XXXXX XXXXX
Signature of witness
Name of witness		Xxxxx Xxxxxx
Address:		0 Xxx Xxxxx Xxxxxxxxx
		Xxxxxx Xxxxx
Occupation:		Bank Manager
EXECUTED as a deed by Bear Xxxxxxx Bank plc acting by its attorney
in the presence of		XXXX XXXXXXXXX
Signature of witness
Name of witness		Xxxxx Xxxxxxxxxx
Address:		Bear Xxxxxxx 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		XXXXXXX XXXXX
Signature of witness
Name of witness		Xxxxx Xxxxxxxx
Address:		38 Xxxxxx Manor
		Chelmsford
Occupation:		Banker
EXECUTED as a deed by Credit Industriel et Commercial (Singapore Branch) acting by its attorney
in the presence of		XXXXXX XXXXX
Signature of witness
Name of witness		Xxxxxxx X. Xxxxxx
Address:		000 Xxxxxxx Xxxxxx
		00xx Xxxxx, XX
		XX 00000
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		Xxxx Biddulah
Address:		Xxxxxx X00 0XX
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 Xxxxx
Address:		Xxxxxxxxxx Xxxxx
		Xxxxxx
		XX0X 0XX
Occupation:
EXECUTED as a deed
by Xxxxxxx Sachs Credit Partners L.P.
acting by its attorney
in the presence of		XXXXXXXXX XXXXXXXX
Signature of witness
Name of witness		Xxxxxx Xxxxxxx
Address:		00 Xxxxxx Xxxxxx
		Xxxxxx
		X0 0XX
Occupation:		Trainee Solicitor
EXECUTED as a deed
by Xxxxxx Xxxxxxx Bank International Limited
acting by its attorney
in the presence of		XXXXX XXXXX
Signature of witness
Name of witness		Xxxxxx Xxxxxx
Address:		Xx. 0 Xxxxxxxxx Xxxx
		Xxxxxx
		XX0 0XX
Occupation:		Investment Banker

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EXECUTED as a deed
by ORN European Debt S.à.x.x.
acting by its attorney
in the presence of		XXXXXX XXXX
Signature of witness
Name of witness		Xxxxxxxxx Xxxxxx - Saudax
Address:
Occupation:
EXECUTED as a deed
by Scotiabank Europe plc
acting by its attorney
in the presence of		XXXXX XXXXXX
Signature of witness
Name of witness		Xxx Macillivary
Address:		Xxxx 0 ,00-00 Xxxxxxxxx Xxxx
		Xxxxxx XX00 0X0
Occupation		Banker
EXECUTED as a deed
by The Royal Bank of Scotland plc
acting by its attorney
in the presence of		XXXX XXXXXXXX
Signature of witness
Name of witness		Xxxx Xxxx
Address:		000 Xxxxxxxxxxx
		XX0X 0XX
Occupation:		Banker

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EXECUTED as a deed
by The Toronto-Dominion Bank
acting by its attorney
in the presence of		XXXXXX XXXXXXX
Signature of witness
Name of witness		Xxx Xxxxxx
Address:		Xxxxxx Xxxxx
		00/00 Xxxxxxxx Xxxxxx
		Xxxxxx
		XX0X 0XX
Occupation:		Senior Manager, Legal Compliance
EXECUTED as a deed
by WestLB AG
acting by its attorney
in the presence of		XXXXX XXXXXXX
Signature of witness
Name of witness		Holde X. Xxxxxx
Address:		London
Occupation:		Personal Assistant

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