SOUTHWESTERN ENERGY CO (Form: 8-K, Received: 05/04/2006 11:24:42)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 1, 2006

SOUTHWESTERN ENERGY COMPANY

(Exact name of registrant as specified in its charter)

Arkansas

(State or other jurisdiction of incorporation)


1 -8246		71-0205415
(Commission File Number)		(IRS Employer Identification No.)

2350 N. Sam Houston Pkwy. E., Suite 300,

Houston, Texas

77032

(Address of principal executive offices)

(Zip Code)

(281) 618-4700

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2. Financial Information.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 1, 2006, Southwestern Energy Company (the “Company”) entered into a stock purchase agreement (“Stock Purchase Agreement”) with Atlas Pipeline Partners, L.P. (“Atlas”) pursuant to which Atlas would acquire the Company’s subsidiary, Mid-Continent Arkansas Pipeline, LLC (formerly Southwestern Energy Pipeline Company) (“MCAP”), which holds a 25% interest in the NOARK Pipeline System, Limited Partnership (“NOARK”), for $69.0 million. Atlas’ subsidiary holds the remaining 75% interest in NOARK. NOARK owns the Ozark Gas Transmission System, which the Company utilizes to transport natural gas. The transactions under the Stock Purchase Agreement were consummated on May 2, 2006. In connection with the sale, the Company also acquired NOARK Pipeline Finance, L.L.C., an Oklahoma limited liability company that served as NOARK’s special purpose entity for financing the construction and expansion of the pipeline in 1998, and assumed $39 million of NOARK Finance's outstanding indebtedness, for which the Company is also the guarantor.

A copy of the Stock Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In addition, in connection with the closing of the transactions under the Stock Purchase Agreement, on May 2, 2006, the Company, NOARK Pipeline Finance, L.L.C., an Oklahoma limited liability company (“NOARK Finance”), and UMB Bank, N.A. (as successor to The Bank of New York), as Trustee, executed the First Supplemental Indenture (the “Supplemental Indenture”) supplementing the Indenture, dated June 1, 1998 (the “Indenture”) between NOARK Finance and The Bank of New York, as Trustee, relating to NOARK Finance’s 7.15% Notes due 2018 (the “7.15% Notes”). There is $39 million in outstanding principal amount of the 7.15% Notes, which were issued by NOARK Finance and guaranteed by the Company in 1998 to fund construction and expansion of the pipeline. Pursuant to the Supplemental Indenture, the Company has assumed NOARK Finance's obligations with respect to the due and punctual payment of the principal of and interest on the Notes according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indentures to be performed or observed by NOARK Finance. Interest on the 7.15% Notes is payable semi-annually, in cash, in arrears on June 1 and December 1 of each year. The notes are subject to a semi-annual redemption in installments of $0.6 million plus accrued and unpaid interest. The Company is also the guarantor of the 7.15% Notes.

Copies of the Indenture and the Supplemental Indenture are filed as Exhibit 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.

SECTION 8. Other Events

Item 8. 01 Other Events

On May 1, 2006, Southwestern Energy Company issued a press release announcing the sale of its 25% interest in the NOARK pipeline system. The press release is furnished herewith as Exhibit 99.1.

SECTION 9. Financial Statements and Exhibits.

(c) Exhibits.

4.1		Indenture dated June 1, 1998 by and among NOARK Pipeline Finance, L.L.C. and The Bank of New York
4.2		First Supplemental Indenture dated May 2, 2006 by and among Southwestern Energy Company, NOARK Pipeline Finance, L.L.C., and UMB Bank, N.A.
10 .1		Stock Purchase Agreement dated May 1, 2006 by and among Southwestern Energy Company and Atlas Pipeline Partners, L.P.
99.1		Press release announcing the sale of Southwestern Energy Company's 25% interest in the NOARK pipeline system dated May 1, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SOUTHWESTERN ENERGY COMPANY

Dated: May 4, 2006	By:	/s/ GREG D. KERLEY
	Name:	Greg D. Kerley
	Title:	Executive Vice President and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
4.1		Indenture dated June 1, 1998 by and among NOARK Pipeline Finance, L.L.C. and The Bank of New York
4.2		First Supplemental Indenture dated May 2, 2006 by and among Southwestern Energy Company, NOARK Pipeline Finance, L.L.C., and UMB Bank, N.A.
10 .1		Stock Purchase Agreement dated May 1, 2006 by and among Southwestern Energy Company and Atlas Pipeline Partners, L.P.
99.1		Press release announcing the sale of Southwestern Energy Company's 25% interest in the NOARK pipeline system dated May 1, 2006.

NOARK Pipeline Finance, L.L.C.

and

The Bank of New York,
As Trustee

INDENTURE

Dated as of June 1, 1998

TABLE OF CONTENTS

Page

ARTICLE I.

DEFINITIONS

Section 1.1

Certain Terms Defined

ARTICLE II.

THE NOTES

Section 2.1

Form of Notes

Section 2.2

Execution, Authentication and Delivery

Section 2.3

Temporary Notes

Section 2.4

Registration; Registration of Transfer and Exchange

Section 2.5

Mutilated, Destroyed, Lost or Stolen Notes

Section 2.6

Persons Deemed Owner; Benefits of Indenture

Section 2.7

Payment of Principal and Interest; Defaulted Interest

Section 2.8

Cancellation

Section 2.9

Global Notes

Section 2.10

Transfer Restrictions

Section 2.11

CUSIP Numbers

Section 2.12

Guaranties

ARTICLE III.

REDEMPTION OF NOTES AT THE OPTION OF THE COMPANY AND SINKING FUND PROVISIONS 27

Section 3.1

Optional Redemption of Notes

Section 3.2

Notices of Redemption

Section 3.3

Payment of Redemption Price

Section 3.4

Sinking Fund

ARTICLE IV.

PARTICULAR COVENANTS OF THE COMPANY

Section 4.1

Payment of Principal, Premium and Interest

Section 4.2

Consolidation, Merger or Sale

Section 4.3

Limitation on Liens

Section 4.4

Certificate to Trustee

Section 4.5

Reports by the Company

Section 4.6

Restrictions on Sales and Leasebacks

ARTICLE V.

MAINTENANCE OF OFFICE AND PROVISION FOR PAYMENT OF NOTES

Section 5.1

Maintenance of Office and Agency

Section 5.2

Money for Note Payments to be Held in Trust

Section 5.3

Appointment of Trustee

Section 5.4

Company to Furnish Trustee Names and Addresses of Holders

TABLE OF CONTENTS

(continued)

Page

ARTICLE VI.

REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON EVENT OF DEFAULT

Section 6.1

Event of Default Defined; Acceleration of Maturity; Waiver of Default

Section 6.2

Collection of Indebtedness by Trustee; Trustee May Prove Debt

Section 6.3

Application of Proceeds

Section 6.4

Limitation of Suits by Noteholders

Section 6.5

Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default

Section 6.6

Control by Noteholders

Section 6.7

Notice of Defaults

ARTICLE VII.

CONCERNING THE TRUSTEE

Section 7.1

Duties and Responsibilities of the Trustee Prior to and During Event of Default

Section 7.2

Certain Rights of the Trustee

Section 7.3

Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof 43

Section 7.4

Trustee and Agents May Hold Securities; Collections, etc

Section 7.5

Moneys Held by Trustee

Section 7.6

Compensation and Indemnification of Trustee and its Prior Claim

Section 7.7

Right of Trustee to Rely on Officer’s Certificate, etc

Section 7.8

Conflicting Interest

Section 7.9

Persons Eligible for Appointment as Trustee

Section 7.10

Resignation and Removal; Appointment of Successor Trustee

Section 7.11

Acceptance of Appointment by Successor

Section 7.12

Merger, Conversion, Consolidation or Succession to Business of Trustee

Section 7.13

Preferential Collection of Claims Against Company

Section 7.14

Trustee’s Application for Instructions from the Company

ARTICLE VIII.

CONCERNING THE NOTEHOLDERS

Section 8.1

Acts of Noteholders

Section 8.2

Trustee May Require Proof of Ownership

Section 8.3

Noteholders to be Treated as Owners

Section 8.4

Notes Held by Company Deemed Not Outstanding

Section 8.5

Right of Revocation of Action Taken

ARTICLE IX.

SUPPLEMENTAL INDENTURES; AMENDMENTS TO GUARANTIES

Section 9.1

Supplemental Indentures Without Consent of Noteholders

Section 9.2

Supplemental Indentures With Consent of Noteholders

Section 9.3

Effect of Supplemental Indenture

Section 9.4

Notation of Notes in Respect of Supplemental Indenture

TABLE OF CONTENTS

(continued)

Page

Section 9.5

Documents to be Given to Trustee

Section 9.6

Amendments to Guaranties

ARTICLE X.

CONSOLIDATION, MERGER AND SALE

Section 10.1

Consolidation, Merger and Sale of Substantially all of Company’s Assets

Section 10.2

Successor Substituted

Section 10.3

Opinion of Counsel to Trustee

ARTICLE XI.

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 11.1

Satisfaction and Discharge of Indenture

Section 11.2

Covenant Defeasance

Section 11.3

Defeasance and Discharge

Section 11.4

Deposited Money and Governmental Obligations to be Held in Trust

Section 11.5

Deposited Moneys Held in Trust

Section 11.6

Repayment to the Company; Miscellaneous

ARTICLE XII.

ASSIGNMENT AND ASSUMPTION

Section 12.1

Assignment

Section 12.2

Successor Substituted

Section 12.3

Opinion of Counsel to Trustee

ARTICLE XIII.

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, MEMBERS, PARTNERS, OFFICERS AND DIRECTORS 59

Section 13.1

Incorporators, Stockholders, Members, Partners, Officers and Directors of Company Exempt from Individual Liability 59

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

Section 14.1

Successors and Assigns of Company Bound by Indenture

Section 14.2

Acts by Successors and Assigns of Company

Section 14.3

Notices and Demands on Company, Trustee and Noteholders

Section 14.4

Governing Law

Section 14.5

Officer’s Certificates and Opinions of Counsel; Statements to be Contained Therein

Section 14.6

Opinion of Counsel Required

Section 14.7

Legal Holidays

Section 14.8

Counterparts

Section 14.9

Separability Clause

iii

THIS INDENTURE, dated as of the first day of June, 1998, between NOARK Pipeline Finance, L.L.C., a limited liability company duly organized and existing under the laws of the State of Oklahoma (together with its successors and assigns, the “ Company ”), and The Bank of New York, a New York banking corporation, as trustee (in such capacity, the “ Trustee ”):

WHEREAS, the Company and the Trustee are entering into this Indenture to provide the terms and conditions upon which certain notes (collectively, the “ Notes ”) in an aggregate principal amount of $80,000,000 are to be authenticated, issued and delivered;

WHEREAS, the Notes and the certificate of authentication to be borne by the Notes (the “ Certificate of Authentication ”) are to be substantially in such forms as set forth in this Indenture;

WHEREAS, Southwestern Energy Company, an Arkansas corporation, will enter into a Guaranty (the “ Southwestern Guaranty ”), guarantying the timely payment of 60% (as such percentage may be adjusted pursuant to the terms of the Southwestern Guaranty) of the principal of and premium, if any, and interest on the Notes, upon the terms described in the Southwestern Guaranty;

WHEREAS, Enogex Inc., an Oklahoma corporation, will enter into a Guaranty (the “ Enogex Guaranty ”), guarantying the timely payment of 40% (as such percentage may be adjusted pursuant to the terms of the Enogex Guaranty) of the principal of and premium, if any, and interest on Notes, upon the terms described in the Enogex Guaranty; and

WHEREAS, all things necessary to make this Indenture the valid, binding and legal obligations of the Company, and to constitute these presents a valid indenture and agreement according to its terms, have been done and performed or will be done and performed prior to the issuance of the Notes, and the execution of this Indenture and the issuance hereunder of the Notes have been or will be prior to issuance in all respects duly authorized, and the Company, in the exercise of the legal right and power in it vested, executes this Indenture and proposes to make, execute, issue and deliver the Notes;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in consideration of the premises, and the purchase and acceptance of the Notes by the holders thereof, the Company covenants and agrees with the Trustee, for the equal and proportionate benefit (subject to the provisions of this Indenture) of the respective holders from time to time of the Notes, without any discrimination, preference or priority of any one Note over any other by reason of priority in the time of issue, sale or negotiation thereof, or otherwise, except as provided herein, as follows:

ARTICLE I. DEFINITIONS

Section 1.1

Certain Terms Defined . (a) The terms defined in this Section (except as in this Indenture otherwise expressly provided or unless the context otherwise requires) for all

purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section.

“ Accredited Investor Notes ” has the meaning specified in Section 2.1(d).

“ Adjusted Treasury Rate ” means a rate per annum equal to the sum of the Treasury Rate and 0.25%.

“ Agent Members ” has the meaning specified in Section 2.1(e)(ii).

“ Attributable Debt ” means, as to any particular Sale and Leaseback Transaction, at the time of determination, the present value (discounted at the rate per annum of 10%, compounded semiannually) of the obligation of the lessee of the property subject to such Sale and Leaseback Transaction for rental payments under the remaining term of the lease included in such transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended or until the earliest date on which the lessee may terminate such lease upon payment of a penalty (in which case the rental payments shall include such penalty), after excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water, utilities and similar charges.

“ Authorized Officer ” means the Chief Executive Officer, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company.

“ 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 Governing Body and to be in full force and effect on the date of such certification.

“ Business Day ” means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions in the Borough of Manhattan, The City and State of New York are authorized or obligated to close.

“ Capitalized Lease ” means any lease of property, real or personal, the obligation for which is required, in accordance with GAAP, to be capitalized on the balance sheet of the lessee.

“ Cedel ” has the meaning specified in Section 2.1(b).

“ Certificate of Authentication ” has the meaning set forth in the recitals to this Indenture.

“ Commission ” means the Securities and Exchange Commission or any successor entity.

“ Company ” has the meaning specified in the preamble to this Indenture.

“ Comparable Treasury Issue ” means, with respect to the redemption of any Note, the United States Treasury security having a maturity equal to the Remaining Average Life and trading in the secondary market at the price closest to par; provided that if no United States Treasury security has

an average life equal to the Remaining Average Life, the Comparable Treasury Price shall be determined by interpolating linearly between (i) the United States Treasury security having a maturity closest to and greater than the Remaining Average Life and trading in the secondary market at the price closest to par and (ii) the United States Treasury security having a maturity closest to and less than the Remaining Average Life and trading in the secondary market at the price closest to par.

“ Comparable Treasury Price ” means, with respect to any Redemption Date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if such release (or any successor release) is not published or does not contain such prices on such third Business Day, (A) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee is able to obtain only one such Reference Treasury Dealer Quotation, such Quotations obtained. “Reference Treasury Dealer Quotation” means, with respect to each Referenced Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

“ Consolidated Net Tangible Assets ” means the aggregate amount of assets (less reserves for depreciation, obsolescence, amortization, depletion and any other reserves which are properly deductible therefrom) computed in accordance with GAAP and the FERC uniform system of accounts, as applicable, and set forth in the most recent consolidated balance sheet of the Company reported upon by independent public accountants, but excluding all assets on such balance sheet constituting goodwill, trade names, trademarks, patents, unamortized debt discount (net of any unamortized debt discount with respect to any zero coupon or deep discount debt) and expense and other like intangibles which would be classified as intangible assets under GAAP.

“ Corporate Trust Office ” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date of the execution of this Indenture is located at 101 Barclay Street, Floor 21 West, New York, New York 10286, Attention: Corporate Trust Administration.

“ Default ” means any event, act or condition that with the giving of notice or passage of time, or both, would constitute an Event of Default.

“ Defaulting Guarantor ” has the meaning specified in Section 6.1.

“ Depositary ” means, with respect to Global Notes, The Depository Trust Company, New York, New York, another Depositary or any successor registered as a Depositary under the

Exchange Act or other applicable statute or regulation, which, in each case, shall be designated by the Company pursuant to Section 2.9(a).

“ Dollars ” or “ $ ” means any lawful coin or currency of the United States of America which at the time of any payment or transfer is legal tender for the payment of all public and private debts.

“ Enogex ” means Enogex Inc., an Oklahoma corporation, and any successor entity thereto.

“ Enogex Guaranty ” means the Guaranty, substantially in the form of Exhibit I hereto, issued by Enogex in favor of the Trustee for the benefit of the Noteholders, as amended, modified and supplemented from time to time in accordance with the terms thereof

“ Euroclear ” has the meaning specified in Section 2.1(b).

“ Event of Default ” means any event specified in Section 6.1.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Federal Bankruptcy Code ” means the Federal Bankruptcy Code of 1978, as amended from time to time.

“ FERC ” means the Federal Energy Regulatory Commission or any successor entity.

“ GAAP ” means generally accepted accounting principles in the United States applied on a basis consistent with the principles, methods, procedures and practices employed from time to time in the preparation of the Company’s audited financial statements, including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession.

“ Global Notes ” shall have the meaning specified in Section 2.1(e)(i).

“ Governing Body ” means, when used with respect to any Person, its board of directors, board of trustees, or other group of individuals by, or under the authority of which, corporate powers of such Person are exercised.

“ Governmental Obligations ” means direct obligations of the United States for the payment of which its full faith and credit is pledged, or obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States and the payment of which is unconditionally guaranteed by the United States, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of a holder of a depository receipt; provided that (except

as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depository receipt.

“ Guaranties ” means the Enogex Guaranty and the Southwestern Guaranty, collectively.

“ Guarantor ” means each of Southwestern, for so long as the Southwestern Guaranty or any guaranty (if any) issued by Southwestern as a Non-Defaulting Guarantor pursuant to Section 6.1 is in effect, and Enogex, for so long as the Enogex Guaranty or any guaranty, if any, issued by Enogex as a Non-Defaulting Guarantor pursuant to Section 6.1 is in effect.

“ Indebtedness ” means, with respect to any Person at any date of determination (without duplication), all liabilities, obligations and indebtedness of such Person, whether or not contingent, (i) for borrowed money, (ii) evidenced by bonds, indentures, notes or other similar instruments, (iii) to pay the deferred purchase price of property or services, (iv) as lessee under Capitalized Leases (to the extent the aggregate rentals due and to become due thereunder are, in accordance with GAAP, required to be reflected as a liability on the consolidated balance sheet of such Person), (v) under reimbursement agreements or similar agreements with respect to the issuance of letters of credit (other than obligations in respect of letters of credit (to the extent undrawn) opened to provide for the payment of goods or services purchased or other obligations incurred in the ordinary course of business) and (vi) guaranties of liabilities, obligations and indebtedness of any other Person of the type described in clauses (i) through (v) above; provided that for all purposes of this Indenture “Indebtedness” shall not include any Non-Recourse Indebtedness.

“ Indenture ” means this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.

“ Initial Purchaser ” means each of Salomon Brothers Inc and Morgan Stanley & Co., Incorporated.

“ Institutional Accredited Investor ” has the meaning specified in Section 2.10(a).

“ Legend ” has the meaning specified in Section 2.4(c).

“ Lien ” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, encumbrance or other security agreement (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

“ Make-Whole Premium ” means an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest in respect of the Notes to be redeemed from and after the Redemption Date (but excluding any scheduled payments of principal and interest due on the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, minus the

principal amount of the Notes to be redeemed; provided that the Make-Whole Amount shall not be less than zero.

“ Material Consolidated Subsidiary ” means for any Person a Subsidiary whose financial statements shall be consolidated with the financial statements of such Person in accordance with GAAP, with assets, income or net worth which constituted 10% or more of the assets, income or net worth, respectively, of such Person and all of its Subsidiaries computed as of the last day of the fiscal quarter most recently completed prior to determination of whether such Subsidiary is a Material Consolidated Subsidiary.

“ NOARK ” has the meaning specified in Section 12.1.

“ Non-Defaulting Guarantor ” has the meaning specified in Section 6.1.

“ Non-Recourse Indebtedness ” means any Indebtedness of any Person which is a special purpose entity or which Indebtedness is nonrecourse to such Person, other than with respect to the interest of such Person in the collateral, if any, securing such Indebtedness.

“ Note ” or “ Notes ” means any Note or Notes, as the case may be, authenticated and delivered under this Indenture.

“ Note Depository Agreement ” means the agreement among the Company, the Trustee and The Depository Trust Company, as the initial Depositary, dated as of the date hereof, substantially in the form of Exhibit J.

“ Note Rate ” means 7.15% per annum.

“ Note Owner ” means, with respect to a Global Note, the Person who is the owner of such Global Note, as reflected on the books of the Depositary, or on the books of a Person maintaining an account with the Depositary (directly as a participant or as an indirect participant, in each case in accordance with the rules of the Depositary).

“ Note Register ” and “ Note Registrar ” have the respective meanings specified in Section 2.4(a).

“ Noteholder ,” “ holder of Notes ,” “ registered holder ” or other similar term means the person or persons in whose name or names a particular Note shall be registered on the books of the Company kept for that purpose in accordance with the terms of this Indenture.

“ Officer’s Certificate ” means a certificate signed by an Authorized Officer.

“ Opinion of Counsel ” means a written opinion of legal counsel, who may be an employee of or regular counsel for the Company. Each such opinion shall include the statements provided for in Section 14.5, if and to the extent required by the provisions thereof.

“ Outstanding ” means, subject to the provisions of Section 8.4, as of any particular time, all Notes theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Notes theretofore canceled by the Trustee or any paying agent, or delivered to the Trustee or any paying agent for cancellation or which have previously been canceled; (b) Notes or portions thereof for the payment or redemption of which moneys or Governmental Obligations in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent); provided , however , that if such Notes or portions of such Notes are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article III, or provision satisfactory to the Trustee shall have been made for giving such notice; (c) Notes in lieu of or in substitution for which other Notes shall have been authenticated and delivered pursuant to the terms of Section 2.5; and (d) Notes paid or (if certificated) surrendered for payment pursuant to Section 2.7.

“ Payment Date ” means June 1 and December 1 of each year, commencing December 1, 1998, and the Stated Maturity.

“ Person ” means any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“ Predecessor Note ” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by that particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.5 in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same debt as the lost, destroyed or stolen Note.

“ Private Placement Memorandum ” means the Offering Memorandum dated June 15, 1998 relating to the Notes.

“ QIB ” has the meaning specified in Section 2.10(a).

“ Record Date ” means, with respect to a Payment Date, the close of business on the fifteenth calendar day (whether or not such day is a Business Day) preceding such Payment Date.

“ Redemption Date ” has the meaning specified in Section 3.1.

“ Redemption Price ” means (a) with respect to an optional redemption by the Company pursuant to Section 3.1 hereof, an amount equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the Make-Whole Premium; and (b) with respect to a sinking fund payment pursuant to Section 3.4 hereof, an amount equal to 100% of the principal amount of the Notes being redeemed.

“ Reference Treasury Dealer ” means each of Salomon Brothers Inc and Morgan Stanley & Co. Incorporated and their respective successors; provided , however , that if either of the foregoing

shall cease to be a primary U.S. Government securities dealers in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer.

“ Relevant Party ” has the meaning specified in Section 6.1(a)(6).

“ Remaining Average Life ” means the average life, calculated as of the Redemption Date, of the then remaining mandatory sinking fund payments, including payment at maturity, in respect of the Notes, rounded to the nearest month.

“ Responsible Officer ” means, when used with respect to the Trustee, any vice president, assistant vice president, assistant secretary, assistant treasurer, any trust officer, any corporate trust officer or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with the _, particular subject.

“ Restricted Regulation S Global Notes ” has the meaning specified in Section 2.1(b).

“ Rule 144 ” has the meaning specified in Section 2.9(b)(iii).

“ Rule 144A ” has the meaning specified in Section 2.1(c).

“ Rule 144A Global Notes ” has the meaning specified in Section 2.1(c).

“ Rule 144A Information ” has the meaning specified in Section 4.5(b).

“ Sale and Leaseback Transaction ” has the meaning specified in Section 4.6.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Southwestern ” means Southwestern Energy Company, an Arkansas corporation, and any successor entity thereto.

“ Southwestern Guaranty ” means the Guaranty substantially in the form of Exhibit H hereto, issued by Southwestern in favor of the Trustee for the benefit of the Noteholders, as amended, modified and supplemented from time to time in accordance with the terms thereof.

“ STAMP ” has the meaning specified in Section 2.4(a).

“ Stated Maturity ” means June 1, 2018.

“ Subsidiary ” of a Person means (i) any corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by such Person or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries or (ii) any partnership, association, joint venture or similar business organization more than 50% of the ownership

interests having ordinary voting power of which shall at the time be so owned or controlled. For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of the members of the Governing Body, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Company.

“ Treasury Rate ” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

“ Trust Indenture Act ” means the Trust Indenture Act of 1939, as amended and in effect at the date of execution of this Indenture.

“ Trustee ” means The Bank of New York, a New York banking corporation, and, subject to the provisions of Article VII, shall also include its successors and assigns, and if at any time there is more than one person acting in such capacity hereunder, “Trustee” means each such person.

“ UCC ” means, unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended from time to time.

“ Unrestricted Regulation S Global Notes ” has the meaning set forth in Section 2.1(b).

(b)

In this Indenture, unless otherwise indicated, the singular includes the plural and plural the singular; words importing any gender include the other gender; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; references to “writing” include printing, typing, lithography and other means of reproducing words in a tangible visible form; the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; references to articles, sections (or subdivisions of sections), exhibits, annexes or schedules are to this Indenture unless otherwise indicated; references to agreements and other contractual instruments shall be deemed to include all subsequent written amendments, extensions and other modifications to such instruments; and references to persons and business entities include their respective permitted successors and assigns and references to governmental entities include governmental entities succeeding to their respective functions and capacities.

ARTICLE II. THE NOTES

Section 2.1

Form of Notes . i) The Notes shall be issuable as registered Notes and in a minimum denomination of $100,000 and integral multiples of $1,000 in excess thereof. The Notes, together with the Trustee’s Certificate of Authentication, shall be in substantially the form set forth in Exhibit A, 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, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The certificated Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture.

(b)

Notes offered and sold in reliance on Regulation S under the Securities Act (“ Regulation S ”) shall be issued in the form of one or more Global Notes (as defined below) in definitive, fully registered form without interest coupons substantially in the form of the Note attached as Exhibit A hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee at the Corporate Trust Office, as custodian for the Depositary and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as herein provided, for credit to their respective accounts (or to such other accounts as they may direct) at Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System (“ Euroclear ”) or Cedel Bank, société anonym (“ Cedel ”). Until the termination of the restricted period (as defined in Regulation S) with respect to the offer and sale of any such Notes, interests in any such Global Note may only be held by the Agent Members for Euroclear and Cedel. Until such time as the restricted period shall have terminated, any such Global Notes shall be referred to herein as the “ Restricted Regulation S Global Notes .” After such time as the restricted period shall have terminated, such Global Notes shall be referred to herein as “ Unrestricted Regulation S Global Notes .” The aggregate principal amount of the Restricted Regulation S Global Notes and the Unrestricted Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. The Company shall promptly notify the Trustee of the termination of the restricted period with respect to the Notes by furnishing to the Trustee a certificate substantially in the form of Exhibit B hereto.

(c)

Notes offered and sold in reliance on Rule 144A under the Securities Act (“ Rule 144A ”) shall be issued in the form of one or more permanent Global Notes (the “ Rule 144A Global Notes ”) in definitive, fully registered form without interest coupons substantially in the form of the Note attached as Exhibit A hereto, which shall be deposited with the Trustee, at the Corporate Trust Office, as custodian for the Depositary and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as herein provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, and the Depositary or its nominee, as the case may be, as hereinafter provided.

(d)

Notes offered and sold to institutions that are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of the Securities Act shall be issued in the form of certificated Notes (the “ Accredited Investor Notes ”) in definitive, fully registered form without interest coupons substantially in the form of the Note attached as Exhibit A hereto, duly executed by the Company and authenticated and delivered by the Trustee as herein provided.

(e)

(1) With respect only to Notes in global form (“ Global Notes ”) deposited with the Depositary, the Company shall execute and the Trustee shall, in accordance with this Section 2.1(e)(i), authenticate and deliver Global Notes that (a) shall be registered in the name of the Depositary or the nominee of such Depositary, (b) shall be deposited on behalf of Agent Members (as defined herein) with the Trustee as custodian for the Depositary and (c) shall bear legends substantially to the following effect:

“UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF [INSERT NAME AND ADDRESS OF DEPOSITARY] TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE IS REGISTERED IN THE NAME OF [INSERT NAME OF NOMINEE OF DEPOSITARY], OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [INSERT NAME OF DEPOSITARY] (AND ANY PAYMENT IS MADE TO [INSERT NAME OF NOMINEE OF DEPOSITARY]) OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [INSERT NAME OF DEPOSITARY]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [INSERT NAME OF NOMINEE OF DEPOSITARY], HAS AN INTEREST HEREIN”.

“TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF [INSERT NAME OF DEPOSITARY] OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF”.

(ii)

With respect only to the Global Notes deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as custodian for the Depositary for credit to their respective accounts (or to such other accounts as they may direct) at Euroclear or Cedel insofar as interests in the Global Notes are held by the Agent Members for Euroclear or Cedel, the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and the “Management Regulations” and “Instructions to Participants” of Cedel, respectively, shall be applicable to such Global Notes insofar as interests therein are held by the Agent Members for Euroclear and Cedel. Members of, or participants in, a Depositary (“ Agent Members ”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under any Global Note, and the Depositary

may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.

Section 2.2

Execution, Authentication and Delivery . The Notes shall be executed on behalf of the Company by any of the Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers 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 Notes or did not hold such offices at the date of such Notes.

The Trustee shall upon receipt of a written order of the Company, signed by an Authorized Officer, authenticate and deliver Notes for original issue in an aggregate principal amount of $80,000,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5.

Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized signatories, and such Certificate of Authentication shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 2.3

Temporary Notes . Pending the preparation of definitive Notes, the Company may execute and, upon receipt of a written order of the Company for the authentication and delivery of the Notes signed by an Authorized Officer, the Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the definitive Notes in lieu of which they are issued and with such variations not inconsistent with this Indenture as the officers of the Company executing such Notes may determine, as evidenced by their execution of such Notes.

If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company to be maintained as provided in Section 5.1, without charge to the Noteholder. Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary

Notes shall in all respects be entitled to the same benefits under this Indenture as if they were definitive Notes.

Section 2.4

Registration; Registration of Transfer and Exchange . ii) The Company shall cause to be kept a register (the “ Note Register ”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and the registration of transfers of Notes. The Trustee shall be the “ Note Registrar ” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Company shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar.

If a Person other than the Trustee is appointed by the Company as the Note Registrar, the Company will give the Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Registrar, and the Trustee shall have the right to inspect the Note Register at all reasonable times, to obtain copies thereof, and to rely upon a certificate executed on behalf of the Note Registrar by an executive officer thereof as to the names and addresses of the holders of the Notes and the principal amounts and number of such Notes.

Upon surrender for registration of transfer of any Note at the office or agency of the Company to be maintained as provided in Section 5.1, if the requirements of Section 8-401(a) (or such successor provision in any revisions to the UCC) of the UCC are met and subject to Section 2.9, the Company shall execute, the Trustee shall authenticate and the Noteholder shall obtain from the Trustee, in the name of the designated transferee or transferees, one or more new Notes in any authorized denominations of a like aggregate principal amount.

At the option of the Noteholder, subject to Section 2.9, Notes may be exchanged for other new Notes in any authorized denominations of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Company shall execute, the Trustee shall authenticate and the Noteholder shall obtain from the Trustee, the Notes which the Noteholder making the exchange is entitled to receive.

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

Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Noteholder thereof or such Noteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“ STAMP ”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.

Neither the Company nor Trustee shall be required to exchange or register a transfer of (a) any Note for a period of 15 days next preceding the first mailing of notice of redemption of Notes to be redeemed, (b) any Note selected, called or being called for redemption except, in the case of any Note where notice has been given that such Note is to be redeemed in part, the portion thereof not so to be redeemed or (c) any Note that, in accordance with its terms, has been surrendered for repayment at the option of the Noteholder, except the portion, if any, of such Note not to be so repaid.

No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, 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 Notes, other than exchanges pursuant to Section 3.3 or 2.9(a) not involving any transfer.

(b)

Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Note, in whole or in part, shall only be made (x) in the case of transfers of portions of a Global Note to beneficial owners thereof in certificated form, in accordance with Section 2.9, and (y) transfers of such Global Note in whole, and not in part, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee.

(c)

If Notes are issued upon the registration of transfer, exchange or replacement of Notes not bearing the legends required by the form of Note attached as Exhibit A hereto (collectively, the “ Legend ”), the Notes so issued shall not bear the Legend; provided that if a Legend is removed from the face of a Note and the Note is subsequently held by an affiliate of the Company, the Legend shall be reinstated. If Notes are issued upon the registration of transfer, exchange or replacement of Notes bearing the Legend, or if a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Trustee such satisfactory evidence, which may include an opinion of counsel of recognized standing licensed to practice law in the State of New York and experienced in matters involving the Securities Act, as may be reasonably required by the Company that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with applicable securities laws. Upon provision of such satisfactory evidence, the Trustee, at the direction of the Company, shall authenticate and deliver a Note that does not bear the Legend.

Each Noteholder agrees to indemnify the Company, Southwestern, Enogex and the Trustee against any and all liability that may result from the transfer, exchange or assignment of any Note held by such Noteholder in violation of any provision of this Indenture, the Securities Act and/or any applicable state or other securities laws.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such

certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 2.5

Mutilated, Destroyed, Lost or Stolen Notes . If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee and the Company such security or indemnity as may be required by the Trustee and the Company to hold the Trustee and the Company, respectively, harmless, then, in the absence of notice to the Company, the Note Registrar or the Trustee that such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 (or such successor provision in any revisions to the UCC) of the UCC are met, the Company shall execute, and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided , however , that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be, due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Company may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement Note (or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence), a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Company and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered (or payment made) or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Company or the Trustee in connection therewith.

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

Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note 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 Notes 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 Notes.

Section 2.6

Persons Deemed Owner; Benefits of Indenture . iii) Prior to due presentment for registration of transfer of any Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Note is registered (as of the

date of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

(b)

Nothing in this Indenture or in the Notes, express or implied, shall give or be construed to give to any Person, other than the parties hereto and the holders of Notes, any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all such covenants, conditions and provisions being for the sole benefit of the parties hereto and of the holders of Notes.

Section 2.7

Payment of Principal and Interest; Defaulted Interest . iv) The principal of and the interest on the Notes, as well as any premium thereon in case of redemption thereof pursuant to Section 3.1 hereof prior to maturity, shall be payable in Dollars, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City and State of New York (which, unless changed, shall be the Corporate Trust Office). The Notes shall accrue interest at the Note Rate, and such interest shall be payable on each Payment Date, subject to Section 14.7. Interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for any period shorter than a full calendar month, on the basis of the actual number of days elapsed in such period. Interest payments will be made in an amount equal to the interest accrued from and including the immediately preceding Payment Date in respect of which interest has been paid or duly made available for payment (or from and including the date of issue, if no interest has been paid or duly made available for payment) to but excluding the applicable Payment Date or the Stated Maturity, as the case may be. Any installment of interest or principal, if any, payable on any Note which is punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class, postage prepaid, to such Person’s address as it appears on the Note Register on such Record Date. However, unless certificated Notes have been issued, with respect to Notes registered on the Record Date in the name of the Depositary or the nominee of the Depositary (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by the Depositary or such nominee. At the Company’s option, payments on Notes, if such Notes are issued in certificated form, may also be made (i) by checks mailed by the Trustee to the holders entitled thereto at their registered addresses or (ii) to a holder of $1,000,000 or more in aggregate principal amount of the Notes who has delivered a written request to the Trustee at least 14 days prior to the relevant Payment Date electing to have payments made by wire transfer to a designated account in the United States of America, by wire transfer of immediately available funds to such designated account. Notwithstanding the above, the final installment of principal payable with respect to any certificated Note shall be payable as provided in clause (b)(ii) below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 11.6.

(b)

(2)

The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.4 of this Indenture. Notwithstanding the foregoing, the entire principal amount of the Notes Outstanding shall be due and payable, ratably to all

Noteholders, on: (A) the date on which an Event of Default shall have occurred and be continuing if the Trustee or the holders of Notes representing not less than 25% of the principal amount of the Notes Outstanding have declared the Notes to be immediately due and payable in the manner provided in Section 6.1 hereof (and such declaration of acceleration has not been rescinded in the manner provided in Section 6.1(c)) and (B) the Stated Maturity.

(ii)

The Trustee shall notify the Person in whose name a certificated Note is registered at the close of business on the Record Date preceding the Stated Maturity or redemption of such Note in whole. Such notice shall be mailed no later than five days prior to the Stated Maturity or date fixed for such redemption and shall specify that such final principal payment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Such notices shall be mailed to Noteholders as provided in Section 3.2.

(c)

Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Noteholder on the relevant regular Record Date by virtue of having been such Noteholder; and such Defaulted Interest shall be paid by the Company, at its election, as provided in this subsection (c). The Company may elect to make payment of any Defaulted Interest on Notes to the Persons in whose names such Notes (or their respective Predecessor Notes) 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:

(i)

The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on the Notes 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 not be more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the actual receipt by Responsible Officer of 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 such Notes at such Noteholder’s address as it appears in the Note Register (as hereinafter defined), not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Notes (or their respective Predecessor Notes) are registered on such special record date and shall be no longer payable pursuant to the following paragraph.

(ii)

The Company may make payment of any Defaulted Interest on any Notes in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Notes may be listed, if any, 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.

Section 2.8

Cancellation . All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by the Trustee. The Company may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section except as expressly permitted by this Indenture. All canceled Notes held by the Trustee shall be returned to the Company.

Section 2.9

Global Notes . v) If (i) the Depositary notifies the Company that it is no longer willing or able to properly discharge its responsibilities with respect to the Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, (ii) the Note Depositary Agreement is terminated for any reason or (iii) the Company at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depositary, the Company shall (x) appoint a successor securities depository qualified to act as such under Section 17(a) of the Exchange Act, notify the Depositary, such successor securities depository and the Trustee of the appointment of such successor securities depository and transfer one or more separate Global Notes registered in the name of such successor securities depository or its nominee to such successor securities depository or (y) notify the Depositary of the availability through the Depositary of certificated Notes to Note Owners; provided that if, upon the occurrence of any event described in clause (i) or (ii) above, the Company has not appointed a successor securities depository within 90 days of the occurrence of such event, the Company shall notify the Depositary of the availability through the Depositary of certificated Notes to Note Owners. If after the occurrence of an Event of Default Note Owners representing beneficial interests aggregating at least a majority of the Outstanding principal amount of the Notes advise the Trustee, the Company and the Depositary through DTC Participants in writing that the continuation of a book-entry system through the Depositary is no longer in the best interests of the Note Owners, then the Trustee shall within ten days give notice to the Noteholders of the occurrence of any such event and of the availability of certificated Notes to Note Owners requesting the same. Upon surrender to the Trustee of the typewritten Notes representing the Global Notes by the Depositary, accompanied by registration instructions, the Company shall execute, and the Trustee shall authenticate, without charge, the certificated Notes in authorized denominations in accordance with the instructions of the Depositary. Any Note delivered in exchange for a portion of a Global Note shall, except as otherwise provided in Section 2.4(c), bear the Legend regarding transfer restrictions set forth on the form of Note attached as Exhibit A hereto. None of the Company, the Note Registrar or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying

on, such instructions. Upon the issuance of certificated Notes, the Trustee shall recognize the holders of the Notes as Noteholders.

(b)

Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Note, in whole or in part, shall only be made (x) in the case of transfers of portions of a Global Note to beneficial owners thereof in certificated form, in accordance with subsection (a) of this Section 2.9, and (y) in all other cases, in accordance with this subsection (b) (and subject, in each case, to the provisions of any Legend (as defined herein) imprinted on such Global Note).

(i)

Transfers of Global Notes as such . Subject to clauses (ii) through (vi) of this Section 2.9(b), transfers of a Global Note shall be limited to transfers of such Global Note in whole, and not in part, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee.

(ii)

Rule 144A Global Note or Accredited Investor Note to a Restricted Regulation S Global Note . If a holder of a beneficial interest in the Rule 144A Global Note deposited with the Depositary or the holder of an Accredited Investor Note, as the case may be, wishes at any time to exchange its interest in such Note for an interest in the Restricted Regulation S Global Note or transfer its interest in such Note to a Person who wishes to take delivery thereof in the form of an interest in the Restricted Regulation S Global Note, such holder may, subject to the rules and procedures of the Depositary, exchange or transfer or cause the exchange or transfer of such interest for an equivalent beneficial interest in the Restricted Regulation S Global Note in accordance with, and subject to, this clause (ii). Upon receipt by the Trustee at the Corporate Trust Office of (1) instructions given in accordance with the Depositary’s procedures from an Agent Member directing the Trustee to credit or cause to be credited a beneficial interest in the Restricted Regulation S Global Note in an amount equal to (x) the beneficial interest in the Rule 144A Global Note or (y) the aggregate principal amount of the Accredited Investor Note, as the case may be, to be exchanged or transferred, (2) a written order given in accordance with the Depositary’s procedures containing information regarding the Euroclear or Cedel account to be credited with such increase and the name of such account, and (3) a certificate in the form of Exhibit C attached hereto given by the holder of such interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Notes and pursuant to and in accordance with Regulation S, the Trustee shall instruct the Depositary to reduce the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be so exchanged or transferred or, in the case of an Accredited Investor Note, shall cancel such Note surrendered for transfer or exchange in accordance with Section 2.8 hereof, and the Trustee shall instruct the Depositary, concurrently with such reduction or cancellation to increase the principal amount of the Restricted Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note or, in the case of an Accredited Investor Note, by the aggregate principal amount of the Accredited Investor Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in

such instructions (who shall be the Agent Member for Euroclear or Cedel, or both, as the case may be) a beneficial interest in the Restricted Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A Global Note or to the aggregate principal amount of the Accredited Investor Note, as the case may be.

(iii)

Rule 144A Global Note or Accredited Investor Note to Unrestricted Regulation S Global Note . If a holder of a beneficial interest in the Rule 144A Global Note deposited with the Depositary or the holder of an Accredited Investor Note, as the case may be, wishes at any time to exchange its interest in such Note for an interest in the Unrestricted Regulation S Global Note or transfer its interest in such Note to a Person who wishes to take delivery thereof in the form of an interest in the Unrestricted Regulation S Global Note, such holder may, subject to the rules and procedures of the Depositary, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in the Unrestricted Regulation S Global Note in accordance with, and subject to, this clause (iii). Upon receipt by the Trustee at the Corporate Trust Office of (1) instructions given in accordance with the Depositary’s procedures from an Agent Member directing the Trustee to credit or cause to be credited a beneficial interest in the Unrestricted Regulation S Global Note in an amount equal to (x) the beneficial interest in the Rule 144A Global Note or (y) the aggregate principal amount of the Accredited Investor Note, as the case may be, to be exchanged or transferred, (2) a written order given in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Cedel account to be credited with such increase and (3) a certificate in the form of Exhibit D attached hereto given by the holder of such interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Notes and (A) in the case of an exchange, that either (x) the Note being exchanged is not a “restricted security” as defined in Rule 144 under the Securities Act (“ Rule 144 ”), or (y) the exchange is being made to facilitate a contemporaneous transfer that complies with this clause (iii), (B) in the case of a transfer pursuant to Regulation S, that the Note is being transferred pursuant to and in accordance with Regulation S, (C) in the case of a transfer pursuant to Rule 144, that the Note is being transferred pursuant to and in accordance with Rule 144 or (D) in the case of a transfer pursuant to another exemption from the Securities Act (including without limitation Rule 144A), specifying the basis for such exemption, the Trustee shall instruct the Depositary to reduce the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be so exchanged or transferred or, in the case of an Accredited Investor Note, shall cancel such Note surrendered for transfer or exchange in accordance with Section 2.8 hereof, and the Trustee shall instruct the Depositary, concurrently with such reduction or cancellation, to increase the principal amount of the Unrestricted Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note or, in the case of an Accredited Investor Note, by the aggregate principal amount of the Accredited Investor Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Unrestricted Regulation S Global Note equal to the reduction in the principal

amount of the Rule 144A Global Note or to the aggregate principal of the Accredited Investor Note, as the case may be.

(iv)

Restricted Regulation S Global Note, Unrestricted Regulation S Global Note or Accredited Investor Note to Rule 144A Global Note . If a holder or a beneficial interest in the Restricted Regulation S Global Note or the Unrestricted Regulation S Global Note deposited with the Depositary or the holder of an Accredited Investor Note, as the case may be, wishes at any time to exchange its interest in such Note for an interest in the Rule 144A Global Note or transfer its interest in such Note to a Person who wishes to take delivery thereof in the form of an interest in the Rule 144A Global Note, such holder may, subject to the rules and procedures of Euroclear or Cedel and the Depositary, as the case may be, exchange or transfer or cause the exchange or transfer of such interest for an equivalent beneficial interest in the Rule 144A Global Note, in accordance with, and subject to, this clause (iv). Upon receipt by the Trustee, at the Corporate Trust Office of (1) instructions from Euroclear or Cedel or the Depositary, as the case may be, directing the Trustee to credit or cause to be credited a beneficial interest in the Rule 144A Global Note in an amount equal to (x) the beneficial interest in the Restricted Regulation S Global Note or the Unrestricted Regulation S Global Note, or (y) the aggregate principal amount of the Accredited Investor Note, to be exchanged or transferred, such instructions to contain information regarding the Agent Member’s account with the Depositary to be credited with such increase, and, with respect to an exchange or transfer of an interest in the Unrestricted Regulation S Global Note or Restricted Regulation S Global Note, information regarding the Agent Member’s account with the Depositary to be debited with such decrease, and (2) a certificate in the form of Exhibit E attached hereto given by the holder of such interest and stating that the Person exchanging or transferring such interest in the Restricted Regulation S Global Note, the Unrestricted Regulation S Global Note or the Accredited Investor Note, as the case may be, reasonably believes that the Person acquiring such interest in the Rule 144A Global Note is a qualified institutional buyer (as defined in Rule 144A) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, Euroclear or Cedel or the Trustee, as the case may be, shall instruct the Depositary to reduce the Restricted Regulation S Global Note or the Unrestricted Regulation S Global Note, as the case may be, by the aggregate principal amount of the beneficial interest in the Restricted Regulation S Global Note or the Unrestricted Regulation S Global Note to be exchanged or transferred, or, in the case of an Accredited Investor Note, shall cancel such Note surrendered for transfer or exchange in accordance with Section 2.8 hereof, and the Trustee shall instruct the Depositary, concurrently with such reduction or cancellation to increase the principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Restricted Regulation S Global Note or the Unrestricted Regulation S Global Note or by the aggregate principal amount of the Accredited Investor Note, as the case may be, to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note equal to the reduction in the principal amount of the Restricted Regulation S Global Note or the Unrestricted Regulation S

Global Note or to the aggregate principal amount of the Accredited Investor Note, as the case may be.

(v)

Rule 144A Global Note, Restricted Regulation S Global Note or Unrestricted Regulation S Global Note to Accredited Investor Note . If a holder of a beneficial interest in the Rule 144A Global Note, the Restricted Regulation S Global Note or the Unrestricted Regulation S Global Note deposited with the Depositary wishes at any time to exchange its interest in such Global Note for an Accredited Investor Note or transfer its interest in such Note to a Person who wishes to take delivery thereof in the form of an Accredited Investor Note, such holder may, subject to the rules and procedures of Euroclear or Cedel and the Depositary, as the case may be, exchange or transfer or cause the exchange or transfer of such interest for an equivalent interest in an Accredited Investor Note in accordance with, and subject to, this clause (v). Upon receipt by the Trustee at the Corporate Trust Office of (i) a certificate in the form of Exhibit F attached hereto given by the holder of such beneficial interest and stating that the Person exchanging or transferring such interest reasonably believes that the Person acquiring such interest in an Accredited Investor Note is an institution that is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and is obtaining such interest in a transaction exempt from the Securities Act and (ii) a representation letter in the form of Exhibit G attached hereto given by the transferee pursuant to which it shall agree to the restrictions on transfer contained herein and in the Notes and to certain other matters, Euroclear or Cedel or the Trustee, as the case may be, shall instruct the Depositary to reduce the Restricted Regulation S Global Note, the Unrestricted Regulation S Global Note or the Rule 144A Global Note, as the case may be, by the aggregate principal amount of the beneficial interest in such Global Notes to be exchanged or transferred (such instructions to contain information regarding the Agent Member’s account with the Depositary to be debited with such decrease), the Company shall execute, and the Trustee shall authenticate and deliver in the name of the Person specified in such instructions, an Accredited Investor Note equal to the reduction in the principal amount of the Restricted Regulation S Global Note, the Unrestricted Regulation S Global Note or the Rule 144A Global Note, as the case may be.

(vi)

Other Exchanges . In the event that a Global Note is exchanged for Notes in certificated form without interest coupons pursuant to this Section 2.9 hereof, such Notes may be exchanged or transferred for one another only in accordance with such procedures as are substantially consistent with the provisions of clauses (ii) through (v) above (including, without limitation, the certification requirements intended to insure that such exchanges or transfers comply with Rule 144A, Rule 144 or Regulation S and generally with the Securities Act, as the case may be) and as may be from time to time adopted by the Company and the Trustee.

(c)

Portions of a Global Note deposited with the Depositary pursuant to Section 2.1 shall be transferred in certificated form to the beneficial owners thereof only if such transfer complies with this Section 2.9.

(d)

In order to facilitate the delivery of certificated Notes upon the occurrence of certain events as specified in Section 2.9(a) or pursuant to Section 2.9(b)(v), the Company shall promptly make available to the Trustee a reasonable supply of certificated Notes in definitive fully registered form without interest coupons.

(e)

Unless and until certificated Notes have been issued to Note Owners:

(i)

this Section shall be in full force and effect;

(ii)

the Note Registrar and the Trustee may deal with the Depositary for all purposes (including the payment of principal of and interest on the Notes) as the authorized representative of the Note Owners;

(iii)

to the extent that this Section conflicts with any other provisions of this Indenture, this Section shall control;

(iv)

the rights of Note Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Note Owners and the Depositary and/or the Agent Members pursuant to the Note Depositary Agreement;

(v)

the Depositary will make book-entry transfers among the Agent Members and receive and transmit payments of principal of and interest on the Notes to such Agent Members; and

(vi)

whenever this Indenture requires or permits actions to be taken based upon instruments or directions of Noteholders evidencing a specified percentage of the Outstanding principal amount of the Notes, the Depositary shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Noteholders owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Trustee.

Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until certificated Notes have been issued to Note Owners, the Trustee shall give all such notices and communications to the Depositary.

Section 2.10

Transfer Restrictions . vi) No transfer of a Note (or any interest therein) shall be made except (i) to the Company or to an Initial Purchaser, (ii) so long as such Note is eligible for resale pursuant to Rule 144A, to a person whom the seller reasonably believes is a qualified institutional buyer (as defined in Rule 144A) (“ QIB ”) acquiring such Note for its own account or as a fiduciary or agent for others (which others must also be QIBs) and to whom notice is given that the resale or other transfer is being made in reliance on Rule 144A, (iii) outside the United States in compliance with Rule 904 of Regulation S under the Securities Act (“ Regulation S ”), (iv) pursuant to the exemption from registration provided by Rule 144 under

the Securities Act (if available), (v) to an institutional “accredited investor”, as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an “ Institutional Accredited Investor ”) pursuant to another available exemption under the Securities Act or (vi) pursuant to a registration statement that has been declared effective under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. In connection with any proposed transfer of a Note pursuant to clause (iii), (iv) or (v) above, the holder thereof must, prior to such transfer, furnish to the Trustee and the Company such certifications, legal opinions or other information as the Company may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. None of the Company, Southwestern, Enogex and the Trustee is under any obligation to register the Notes under the Securities Act or any other securities law.

(b)

Each Noteholder, by its acceptance of the Notes (or the obligations evidenced thereby), will be deemed to have acknowledged, represented to and agreed with the Company as follows:

(i)

It is not an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company, Southwestern or Enogex or acting on behalf of the Company, Southwestern or Enogex and (i)(A) it is a QIB and is acquiring such Notes for its own account or as a fiduciary or agent for others (which others also must be QIBs) and it is aware that the sale of such Notes to it is being made in reliance on Rule 144A, (B) it is an Institutional Accredited Investor and is acquiring the Notes for its own account or as a fiduciary or agent for others (which others also must be Institutional Accredited Investors unless the purchaser is a bank acting in its fiduciary capacity) for investment purposes and not for distribution in violation of the Securities Act or (C) it is acquiring the Notes in an offshore transaction to non-U.S. Persons pursuant to an exemption from registration provided by Regulation S and, in each case, (ii) it is able to bear the economic risk of an investment in such Notes and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of acquiring such Notes. Each purchaser of a Note that is an Institutional Accredited Investor (other than a QIB) will be required to furnish to the Trustee a representation letter in the form of Exhibit G attached hereto pursuant to which it shall agree to the restrictions on transfer set forth above and to certain other matters.

(ii)

The Notes (and interests therein) and the Guaranties have not been registered under the Securities Act or any state securities laws and, accordingly, are being offered and sold only in a transaction not involving any public offering within the meaning of the Securities Act, and if such purchaser decides to resell or otherwise transfer such Notes at a time when the Legend appearing on such Notes has not been removed, then such Notes may be resold or otherwise transferred only (i) to the Company or an Initial Purchaser, (ii) so long as such Notes are eligible for resale pursuant to Rule 144A, to a person whom the seller reasonably believes is a QIB acquiring such Notes for its own account or as a fiduciary or agent for others (which others must also be QIBs) and to whom notice is given that the resale or other transfer is being made in

reliance on Rule 144A, (iii) in an offshore transaction in compliance with Rule 904 of Regulation S, (iv) pursuant to the exemption from registration provided by Rule 144 under the Securities Act, (v) to an Institutional Accredited Investor pursuant to another available exemption under the Securities Act or (vi) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States or any other jurisdiction; provided that the agreement of such purchaser is subject to any requirement of law that the disposition of the purchaser’s property shall at all times be and remain within its control. In the case of any Accredited Investor Notes, the holder thereof must check the appropriate box set forth on such Notes. In the event that a transfer is to be made in reliance upon clause (iii), (iv) or (v) above, the holder (or beneficial holder, as the case may be) will be required to furnish to the Trustee such certifications, legal opinions or other information as the Company, Southwestern, Enogex or the Trustee may reasonably require to confirm that the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

(iii)

Until the Legend has been removed from the Notes, it shall notify each transferee of Notes (or any interest therein) from it that (1) such Notes (and interests therein) and the Guaranties have not been registered under the Securities Act, (2) such Notes (and interests therein) are subject to the restrictions on the resale or other transfer thereof described in paragraph (ii) above, (3) such transferee shall be deemed to have represented as to those matters described in paragraph (i) above, and (4) such transferee shall be deemed to have agreed to notify its subsequent transferees as to the foregoing.

(iv)

None of the Company, NOARK, Southwestern, Enogex, the Trustee or the Initial Purchasers or any person representing the Company, NOARK, Southwestern, Enogex, the Trustee or the Initial Purchasers has made any representation to it with respect to the Company, NOARK, Southwestern, Enogex, the Notes or the Guaranties, other than the information contained or incorporated by reference in the Private Placement Memorandum, which Private Placement Memorandum has been delivered to it and upon which it is relying in making its investment decision with respect to the Notes. It has had access to such financial and other information concerning the Company, NOARK, Southwestern, Enogex, the Notes and the Guaranties as it has deemed necessary in connection with its purchase of the Notes, including an opportunity to ask questions of and request information from the Company, NOARK, Southwestern, Enogex and the Initial Purchasers.

(v)

The Company, NOARK, Southwestern, Enogex, the Trustee, the Initial Purchasers and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations, warranties and agreements and agrees that, if any of the acknowledgments, representations, warranties and agreements deemed to have been made by it by its purchase of the Notes is no longer accurate, it shall promptly notify the Company, Southwestern, Enogex, the Initial Purchasers and the Trustee.

(vi)

If it is acquiring any Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account.

(vii)

Until the Legend has been removed from the Notes, it shall notify each transferee of Notes (or any interests therein) from it that (w) such Notes (and interests therein) and the Guaranties have not been registered under the Securities Act, (x) such Notes (and interests therein) are subject to the restrictions on the resale or other transfer thereof described in clause (ii) above, (y) such transferee shall be deemed to have represented as to those matters described in clause (i) above, and (z) such transferee shall be deemed to have agreed to notify its subsequent transferees as to the foregoing.

(c)

Each Noteholder by its acquisition of any Notes (or a beneficial interest therein), shall be deemed to have represented and warranted for the benefit of the Company, Southwestern, Enogex, the Trustee and the Noteholders, that either (a) it is not acquiring any Notes with the assets of any “employee benefit plan” as defined in Section 3(3) of ERISA which is subject to Title I of ERISA or any “plan” as defined in Section 4975 of the Internal Revenue Code, (b) the acquisition and holding of the Notes will not give rise to a nonexempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code, or (c) if such Noteholder is an insurance company, the source of funds from which its investment is to be made is a general account of an insurance company and its purchase and holding of the Notes will be in accordance with the terms of the Class Exemption for Transactions Involving Insurance Company General Accounts (Prohibited Transaction Class Exemption 95-60).

(d)

Each Noteholder by its acquisition of any Notes (or beneficial interests therein) shall be deemed, by its acceptance or purchase thereof, to have agreed to any amendment or supplement to this Indenture amending the transfer restrictions set forth above pursuant to Section 9.1(e) hereof.

Section 2.11

CUSIP Numbers . The Company in issuing the Notes may, and in the case of Global Notes issued pursuant to Section 2.9 shall, use “CUSIP” numbers (if then generally in use), and, if so used, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to holders of Notes; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers. The Global Notes issued and authenticated pursuant to Section 2.1(b) (both before and after the expiration of the restricted period) and the Rule 144A Global Notes shall each be assigned separate securities identification numbers.

Section 2.12

Guaranties . Holders of Notes and the Trustee in respect thereof are entitled to the benefits of the Guaranties.

ARTICLE III. REDEMPTION OF NOTES AT THE OPTION OF THE COMPANY AND SINKING FUND PROVISIONS

Section 3.1

Optional Redemption of Notes . vii) The Notes will be subject to redemption at the option of the Company, upon not less than 60 days notice to the Trustee, in whole from time to time on any Business Day or in part on any Payment Date in principal amounts of $100,000 and increments of $1,000 in excess thereof ( provided that any remaining principal amount hereof shall be at least $100,000) at the Redemption Price, together with unpaid interest accrued thereon to the date fixed for redemption (each, a “ Redemption Date ”).

(b)

At the option of Southwestern or Enogex, Notes in an aggregate principal amount guaranteed at such time by Southwestern or Enogex, respectively, are subject to redemption upon not less than 60 days notice to the Trustee, in whole from time to time on any Business Day or in part on any Payment Date, in principal amounts of $100,000 and increments of $1,000 in excess thereof ( provided that any remaining principal amount hereof shall be at least $100,000) at the Redemption Price, together with unpaid interest accrued thereon to the Redemption Date. Any redemption pursuant to this Section 3.1(b) by Southwestern or Enogex shall be treated as a payment on the Southwestern Guaranty or Enogex Guaranty, respectively.

Section 3.2

Notices of Redemption . viii) In the case of any redemption of Notes pursuant to Section 3.1, the Trustee shall give written notice of such redemption to holders of the Notes to be redeemed by mailing, first-class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Note Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Notes.

Each such notice of redemption (i) shall specify the date fixed for redemption and the redemption price at which Notes are to be redeemed, (ii) shall identify the provision of the Indenture under which the Notes are being redeemed (and, in the case of Section 3.1(b), whether such redemption is at the option of Southwestern or Enogex) and (iii) shall state that payment of the redemption price of the Notes to be redeemed will be made at the office or agency of the Company in the Borough of Manhattan, The City and State of New York, upon presentation and surrender of such Notes (if applicable), that interest accrued to the date fixed for redemption will be paid as specified in that notice and that from and after that date interest will cease to accrue. In case any Note is to be redeemed in part only, the notice shall state that on and after the redemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued.

(b)

In the event of any redemption of less than all the Notes Outstanding, the principal amount of Notes to be redeemed shall be allocated among all of the Notes Outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for redemption, provided that the principal amount to be redeemed in respect

of any Note shall be in integral multiples of $1,000 and provided further that any unredeemed portion thereof shall be an authorized denomination.

Section 3.3

Payment of Redemption Price . ix) If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of Notes specified in such notice to be redeemed pursuant to Section 3.1 shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, together with interest accrued to the date fixed for redemption, and interest on such Notes or portions of Notes shall cease to accrue on and after the date fixed for redemption, unless the Company, Southwestern or Enogex, as the case may be, shall default in the payment of such redemption price and accrued interest with respect to any such Note or portion thereof. Such Notes shall be paid and redeemed at the applicable Redemption Price, together with interest accrued thereon to the Redemption Date (but if the Redemption Date is a Payment Date, the interest installment payable on such date shall be payable to the registered holder at the close of business on the applicable Record Date pursuant to Section 2.7); provided that upon any redemption of a Note in whole, the Redemption Price will be payable only upon presentation and surrender of such Note at the place of payment specified in the notice provided pursuant to Section 2.7(b)(i) hereof.

(b)

The Notes or portions of Notes to be redeemed pursuant to Section 3.4 shall become due and payable on the applicable Redemption Date and interest on such Notes or portions of Notes shall cease to accrue on and after such Redemption Date, unless the Company shall default in the payment of such Redemption Price. Such Notes shall be paid and redeemed at the applicable Redemption Price; provided that upon any redemption of a Note in whole, the Redemption Price will be payable only upon presentation and surrender of such Note at the place of payment specified in the notice provided pursuant to Section 2.7(b)(i) hereof.

(c)

Upon presentation of any Note which is to be redeemed in part only, the Company shall execute, the Trustee shall authenticate and the office or agency where the Note is presented shall make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in principal amount equal to the unredeemed portion of the Note so presented.

Section 3.4

Sinking Fund .

(a)

The Notes are subject to redemption prior to the Stated Maturity pursuant to a sinking fund on each Payment Date in installments of $1,000,000 each at a redemption price of 100% of the principal amount thereof.

(b)

Each sinking fund payment shall be allocated among all of the Notes Outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for redemption; provided that the principal amount to be redeemed in respect of any Note shall be in integral multiples of $1,000 and provided further that any unredeemed portion thereof shall be an authorized denomination.

(c)

Upon any partial redemption of the Notes pursuant to Section 3.1 hereof, the principal amount of the mandatory sinking fund payments pursuant to this Section 3.4 shall be reduced pro rata (in increments of $1,000).

ARTICLE IV. PARTICULAR COVENANTS OF THE COMPANY

The Company covenants and agrees as follows:

Section 4.1

Payment of Principal, Premium and Interest . The Company will duly and punctually pay or cause to be paid the principal of (and premium, if any) and interest on the Notes at the time and place and in the manner provided herein and in the Notes.

Section 4.2

Consolidation, Merger or Sale . The Company will not, while any of the Notes remain Outstanding, consolidate with, merge into, merge into itself or sell or convey all or substantially all of its property to any other Person, unless the provisions of Article X hereof are complied with.

Section 4.3

Limitation on Liens . So long as any of the Notes are Outstanding, the Company covenants and agrees that it will not create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of its property, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Indebtedness, without effectively providing that the Outstanding Notes (together with, if the Company so determines, any other indebtedness or obligation then existing or thereafter created ranking equally with the Notes) shall be secured equally and ratably with (or prior to) such Indebtedness so long as such Indebtedness shall be so secured, except that the foregoing provisions shall not apply to:

(i)

Liens existing on the date of this Indenture;

(ii)

Liens for taxes the payment of which is not at the time due and payable or which are being contested in good faith by appropriate proceedings and for the payment of which adequate reserves, if any, required under GAAP have been provided;

(iii)

carrier’s, warehousemen’s, mechanic’s, materialmen’s, repairmen’s, worker’s, employee’s or other like Liens arising in the ordinary course of business not filed of record which secure payment of sums which are not delinquent for a period of more than 60 days, and mechanics’, materialmen’s, repairmen’s and other like Liens which have been filed of record but which are being contested in good faith and for the payment of which adequate reserves, if any, required under GAAP have been provided;

(iv)

Liens in connection with workmen’s compensation, social security, unemployment insurance or other like laws or to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations not incurred in connection with the borrowing of money, the obtaining of advances, or the payment of the deferred purchase price of property;

(v)

Liens arising out of judgments or awards with respect to which at the time an appeal or proceeding for review is being prosecuted in good faith and with respect to which there shall have been secured a stay of execution pending such appeal or proceeding for review and for the payment of which adequate reserves, if any, required under GAAP have been provided;

(vi)

Liens existing on any parcel of real property with respect to which the Company or any of its Subsidiaries is granted a right of way, which will not, individually or in the aggregate, at any time materially impair the Company’s use of the rights of way in the operation of its business;

(vii)

easements or reservations in any property for the purpose of roads, railroads, pipe, sewer, telephone, telegraph, electric and power lines and other like purposes that do not, individually or in the aggregate, impair the use of such property in the operation of the business of the Company and/or its Subsidiaries and rights reserved to or vested in any municipality or public authority to use or control or regulate any property of the Company and/or its Subsidiaries, including zoning laws and ordinances to the extent not violated;

(viii)

landlord’s and lessor’s Liens in the ordinary course of business, which do not materially impair the Company’s or a Subsidiary’s use thereof;

(ix)

Liens or security interests existing on such property at the time of its acquisition (other than any such Lien or security interest created in the contemplation of such acquisition or of such person becoming a Subsidiary);

(x)

Liens created by purchase money mortgages or other security interests upon or in any property acquired or held by the Company or any Subsidiary, and additions or improvements thereto, in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property;

(xi)

Liens on any assets of any Subsidiary of the Company in favor of the Company or any wholly-owned Subsidiary of the Company;

(xii)

Liens on current assets to secure any Indebtedness maturing (including any extensions or renewals thereof) not more than one year from the date of the creation of such Lien; and

(xiii)

extensions and renewals of any Lien described in clauses (i) through (xii) above, provided that (A) any such extension or renewal shall be limited to the property theretofore subject to such Lien and additions and/or improvements thereto and (B) the principal amount of the Indebtedness secured by such Lien shall not be increased.

Notwithstanding the foregoing, the Company and its Subsidiaries, or any of them, may issue, assume or guarantee Indebtedness secured by Liens upon or with respect to any property of the Company or any Subsidiary which would otherwise be subject to the foregoing restrictions, provided that at the time of such issuance, assumption or guarantee of Indebtedness, after giving effect thereto and to the retirement of any Indebtedness which is concurrently being retired, the sum of (i) the aggregate principal amount of all outstanding Indebtedness secured by such Liens which could not have been issued, assumed or guaranteed by the Company or a Subsidiary without equally and ratably securing the Notes then Outstanding, except for the provisions of this paragraph, plus (ii) the Attributable Debt of the Company and its Subsidiaries in respect of Sale and Leaseback Transactions entered into pursuant to the final paragraph under Section 4.6 below, does not at such time exceed 15% of Consolidated Net Tangible Assets of the Company computed as of the end of the most recent fiscal quarter preceding such issuance, assumption or guarantee.

Section 4.4

Certificate to Trustee . So long as any of the Notes are Outstanding, the Company shall furnish to the Trustee on or before May 15 in each year (beginning with May 15, 1999) a brief certificate from an Authorized Officer of the Company as to his or her knowledge of the Company’s compliance with all covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture).

Section 4.5

Reports by the Company . x) If the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, then the Company shall file with the Trustee, and the Trustee shall provide Noteholders, within 30 days after it files them with the Commission, copies of its annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.

(b)

As long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, nor is exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act and the Notes are “restricted securities” within the meaning of Rule 144 under the Securities Act, upon the request of a Noteholder or a Note Owner, the Company shall promptly furnish or cause to be furnished “Rule 144A Information” (as defined herein) to such Noteholder or Note Owner or to a prospective purchaser of such Note designated by such Noteholder or Note Owner in order to permit compliance by such holder or beneficial owner with Rule 144A in connection with the resale of such Note (or interest therein) to a QIB. “ Rule 144A Information ” shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).

(c)

So long as any of the Notes are Outstanding, in addition to the requirement to furnish Rule 144A Information as provided in subsection (b), the Company shall file with the Trustee, and the Trustee shall (upon the written request thereof delivered to the Trustee) provide to any Noteholder or Note Owner, annual consolidated financial statements of the Company

prepared in accordance with GAAP and the FERC uniform system of accounts, as applicable, except as noted therein (together with notes thereto and a report thereon by an independent accountant of established national reputation) and setting forth in comparative form the figures for the previous fiscal year, such statements to be filed with the Trustee within 120 days after the end of the fiscal year covered thereby. In addition, the Company will file with the Trustee, and the Trustee will (upon written request thereof delivered to the Trustee) provide to any Noteholder or Note Owner, unaudited consolidated financial statements (including a balance sheet and statements of income and retained earnings) of the Company as of the end of each of the first three fiscal quarters of each fiscal year and for the period of such fiscal year then ended prepared on a basis consistent with the annual financial statements furnished pursuant to this clause (c) and setting forth in comparative form the figures for the corresponding periods in the previous fiscal year, such statements to be filed with the Trustee within 60 days after the end of each such fiscal quarter. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Section 4.6

Restrictions on Sales and Leasebacks . The Company shall not and shall not permit any Subsidiary to enter into any arrangement with any Person (not including arrangements between the Company and a wholly-owned Subsidiary or between wholly-owned Subsidiaries) providing for the sale and leasing back by the Company or any Subsidiary for a period, including renewal, in excess of three years of any property which has been owned or operated for more than nine months after the acquisition thereof or the completion of construction and commencement of full operation thereof by the Company or any Subsidiary (a “ Sale and Leaseback Transaction ”), unless:

(1)

immediately after giving effect to such Sale and Leaseback Transaction, no Default or Event of Default shall have occurred and be continuing, and

(2)

an amount equal to the fair market value (as determined in good faith by the Company’s Governing Body at the time of entering into such arrangements) is received for the property so sold and leased back and is (i) invested in, or is held in cash or cash-equivalents for reinvestment in, other assets owned or to be owned by the Company (and/or any of its wholly-owned Subsidiaries) or such Subsidiary or (ii) applied to the payment or prepayment of Indebtedness of the Company (and/or any of its wholly-owned Subsidiaries) or such Subsidiary, other than Indebtedness owed to the Company or any of its Subsidiaries.

Notwithstanding the foregoing, the Company and its Subsidiaries, or any of them, may enter into a Sale and Leaseback Transaction which would otherwise be prohibited by the above restriction, provided that at the time of such transaction, after giving effect thereto, the sum of (i) the aggregate amount of the Attributable Debt in respect of all Sale and Leaseback Transactions existing at such time which could not have been entered into except for the provisions of this paragraph and (ii) the aggregate principal amount of outstanding Indebtedness secured by Liens

pursuant to the final paragraph under Section 4.3 does not at such time exceed 15% of Consolidated Net Tangible Assets of the Company computed as of the end of the most recent fiscal quarter preceding such Sale and Leaseback Transaction.

ARTICLE V. MAINTENANCE OF OFFICE AND PROVISION FOR PAYMENT OF NOTES

Section 5.1

Maintenance of Office and Agency . So long as the Notes remain Outstanding, and thereafter as provided in Article XI, the Company agrees to maintain an office or agency in the Borough of Manhattan, The City and State of New York (which, unless changed, shall be the Corporate Trust Office), where (i) Notes may be presented for payment, (ii) Notes may be presented as hereinabove authorized for registration of transfer and exchange and (iii) notices and demands to or upon the Company in respect of the Notes and this Indenture may be given or served, such designation to continue with respect to such office or agency until the Company shall, by written notice signed by its Chief Executive Officer, its President, a Vice President or its Treasurer and delivered to the Trustee, designate some other office or agency for such purposes or any of them. 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, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices and demands.

Section 5.2

Money for Note Payments to be Held in Trust . (a) If the Company shall appoint one or more paying agents, other than the Trustee, for the Notes, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section, that it will:

(1)

hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Notes (whether such sums have been paid to it by the Company or by any other obligor of such Notes) 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 failure by the Company (or by any other obligor of such Notes) to make any payment of the principal of (and premium, if any) or interest on the Notes when the same shall be due and payable;

(3)

at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and

(4)

perform all other duties of paying agent as set forth in this Indenture.

(b)

If the Company shall act as its own paying agent with respect to the Notes, it will, on or before each due date of the principal of (and premium, if any) or interest on Notes set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay

such principal (and premium, if any) or interest so becoming due on the Notes until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Notes) to take such action. Whenever the Company shall have one or more paying agents for the Notes, it will, no later than 10:00 a.m., New York City time, on or prior to each due date of the principal of (and premium, if any) or interest on any Notes, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum in immediately available funds 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.

(c)

Anything in this Section 5.2 to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section 5.2 is subject to the provisions of Section 11.6 and (ii) 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 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 terms and conditions as those upon which such 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 sums.

Section 5.3

Appointment of Trustee . The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder.

Section 5.4

Company to Furnish Trustee Names and Addresses of Holders . xi) The Company will furnish or cause to be furnished to the Trustee (i) not later than 10 days after each regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the holders of the Notes as of such regular Record Date; provided that the Company shall not be obligated to furnish or cause to furnish such list at any time that the list shall not differ in any respect from the most recent list furnished to the Trustee by the Company and (ii) 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 as of a date not more than 15 days prior to the time such list is furnished; provided , however , no such, list need be furnished at any time that the Trustee shall be the Note Registrar.

(b)

The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders of Notes contained in the most recent list furnished to it as provided in this Section 5.4 and as to the names and addresses of holders of Notes received by the Trustee in its capacity as Note Registrar (if acting in such capacity). The Trustee may destroy any list furnished to it as provided in this Section 5.4 upon receipt of a new list so furnished.

ARTICLE VI. REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON EVENT OF DEFAULT

Section 6.1

Event of Default Defined; Acceleration of Maturity; Waiver of Default .
xii) “Event of Default” means any one or more of the following events which has occurred and is continuing:

(1)

default in the payment of the principal of (or any premium on) any of the Notes as and when the same shall become due and payable, whether at maturity, upon redemption, by declaration or otherwise;

(2)

default in the payment of any installment of interest upon any of the Notes, as and when the same shall become due and payable, and continuance of such default for a period of 30 days;

(3)

the Company or any of its Material Consolidated Subsidiaries shall default in the payment when due (after giving effect to any applicable grace period) of any Indebtedness of the Company or any Material Consolidated Subsidiary of the Company, if the aggregate principal of such Indebtedness exceeds $15,000,000;

(4)

a Guarantor fails to perform or comply with any covenant, representation, warranty or other obligation in respect of any Indebtedness of such Guarantor and as a result thereof such Indebtedness is accelerated prior to its stated maturity or fails to pay any Indebtedness of such Guarantor at maturity (after giving effect to any applicable grace period), and the aggregate amount of such Indebtedness accelerated or unpaid equals or exceeds $15,000,000; provided that if such acceleration shall be rescinded or annulled or such Indebtedness shall be paid in full, then the Event of Default under this clause (4) by reason thereof shall be deemed to have been remedied without further action hereunder;

(5)

failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company contained in this Indenture for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a “Notice of Default” hereunder, shall have 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 the Notes at the time Outstanding;

(6)

the Company, a Guarantor or any Material Consolidated Subsidiary of the Company (each, a “ Relevant Party ”) shall institute proceedings to be adjudicated a voluntary bankrupt, shall consent to the filing of a bankruptcy proceeding against it, shall file a petition or answer or consent seeking liquidation or reorganization under the Federal Bankruptcy Code or other similar applicable Federal or state law, shall

consent to the filing of any such petition or shall consent to the appointment on the ground of insolvency or bankruptcy of a receiver or custodian or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its property, or shall make a general assignment for the benefit of creditors;

(7)

a court or governmental authority of competent jurisdiction enters an order appointing, without consent by the Relevant Party, on the grounds of insolvency a custodian, receiver, liquidator, trustee or assignee in bankruptcy or insolvency with respect to such Relevant Party or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of such Relevant Party, or any such petition shall be filed against the Relevant Party and such petition shall not be dismissed within 60 days;

(8)

the Southwestern Guaranty or the Enogex Guaranty ceases to be in full force and effect (except as contemplated by the terms thereof) or either Southwestern or Enogex denies or disaffirms its obligations under the Southwestern Guaranty or the Enogex Guaranty, respectively; or

(9)

failure on the part of Southwestern or Enogex duly to observe or perform any of the covenants or agreements on their part under the Southwestern Guaranty and the Enogex Guaranty, respectively, for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a “Notice of Default” hereunder, shall have been given, by registered or certified mail, to the Company, Southwestern and Enogex by the Trustee or to the Company, Southwestern, Enogex and the Trustee by the holders of at least 25% in principal amount of the Notes at the time Outstanding;

provided , however , that notwithstanding the foregoing, it shall not constitute an Event of Default hereunder if an event described in clause (4), (6), (7), (8) or (9) of this Section 6.1 (after giving effect to any applicable grace period) has occurred in respect of either one of Southwestern or Enogex (the “ Defaulting Guarantor ”) and no such event has occurred in respect of the other (the “ Non-Defaulting Guarantor ”) and within 30 days after notice of the occurrence of any such event described in clause (4), (6) or (8) above, or within 15 days after notice of the occurrence of any such event described in clause (7) or (9) above, in respect of the Defaulting Guarantor shall have been given, by registered or certified mail, to the Non-Defaulting Guarantor by the Trustee or to the Non-Defaulting Guarantor and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes at the time Outstanding, the Non-Defaulting Guarantor shall have delivered to the Trustee a duly executed Guaranty substantially in the form of Exhibit H in the event that Southwestern is the Defaulting Guarantor or Exhibit I in the event that Enogex is the Defaulting Guarantor and an Opinion of Counsel stating that, in the opinion of such counsel, such Guaranty has been duly authorized by and lawfully executed and delivered on behalf of the Non-Defaulting Guarantor, is in full force and effect and is legal, valid and binding upon the

Non-Defaulting Guarantor in accordance with its terms, subject to standard exceptions as to the enforceability thereof; it being understood that the delivery of any such Guaranty shall not be an obligation of the Non-Defaulting Guarantor, but rather shall be in the sole discretion of the Non-Defaulting Guarantor.

(b)

In each and every such case, the Company shall file with the Trustee written notice of the occurrence of any Event of Default within five Business Days of the Company’s becoming aware of any such Event of Default. If an Event of Default has occurred and is continuing, unless the principal of all the Notes shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by such Noteholders), may declare the principal of all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding; provided that in the case of an Event of Default described in Section 6.1(a)(5) or (6) hereof in respect of the Company, the entire principal amount of all Outstanding Notes, all interest accrued and unpaid thereon, and all premium (if any) and other amounts payable under the Notes and this Indenture, if any, shall automatically become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived.

(c)

The provisions of subsection (b) of this Section, however, are subject to the condition that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Notes and the principal of (and premium, if any, on) any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate per annum expressed in the Notes to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.6, and any and all defaults under the Indenture, other than the nonpayment of principal on Notes which shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.6, then and in every such case the holders of the majority in aggregate principal amount of the Notes then Outstanding, by written notice to the Company and to the Trustee, may rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair any right consequent thereon.

(d)

In case the Trustee shall have proceeded to enforce any right with respect to the Notes under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.

Section 6.2

Collection of Indebtedness by Trustee; Trustee May Prove Debt . xiii) In case the Company shall fail forthwith to pay any amounts owing on the Notes when due and payable, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor upon the Notes and collect in the manner provided by law out of the property of the Company or any other obligor upon the Notes, including without limitation Southwestern or Enogex in respect of their respective obligations under the Southwestern Guaranty and the Enogex Guaranty, respectively (subject, however, to the limitations set forth in the Guaranties),wherever situated the moneys adjudged or decreed to be payable.

(b)

If an Event of Default hereunder has occurred and is continuing, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law, in equity, in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or the Guaranties or in aid of the exercise of any power granted in this Indenture or the Guaranties, or to enforce any other legal or equitable right vested in the Trustee by this Indenture, the Guaranties or by law.

(c)

In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or other judicial proceedings affecting the Company, any other obligor on such Notes or the creditors or property of either, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Notes allowed for the entire amount due and payable by the Company or such other obligor under the Indenture at the date of institution of such proceedings and for any additional amount which may become due and payable by the Company or such other obligor after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.6; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Notes to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Noteholders, to pay to the Trustee any amount due it under Section 7.6. Nothing herein contained shall be deemed to authorize the Trustee to authorize, consent to, accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

(d)

All rights of action and of asserting claims under this Indenture or the Guaranties, or under any of the terms established with respect to the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or 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 payment to the Trustee of any amounts due under Section 7.6, be for the ratable benefit of the holders of the Notes.

Section 6.3

Application of Proceeds . Any moneys collected by the Trustee pursuant to Section 6.2 with respect to the Notes shall be applied in the order following, at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal (or premium, if any) or interest, upon presentation of the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof if fully paid:

FIRST: To the payment of costs and expenses of collection and of all amounts payable to the Trustee under Section 7.6;

SECOND: To the payment of the amounts then due and unpaid for principal (and premium, if any) and interest, 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 the Notes for principal (and premium, if any) and interest, respectively; and

THIRD: To the Company.

Section 6.4

Limitation of Suits by Noteholders . No holder of any Note shall have any right by virtue or by availing of any provision of this Indenture or the Guaranties to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or the Guaranties, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Notes then Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as trustee hereunder and shall have offered to the Trustee such security and indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of security and indemnity, shall have failed to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by the taker and holder of every Note with every other such taker and holder and the Trustee, that no one or more holders of Notes shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture or the Guaranties to affect, disturb or prejudice the rights of the holders of any other Notes, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture or the Guaranties, except in the manner herein or therein provided and for the equal, ratable and common benefit of all holders of Notes. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Notwithstanding any other provisions of this Indenture, however, the right of any holder of any Note to receive payment of the principal of (and premium, if any) and interest on such Note, as therein provided, on or after the respective due dates expressed in such Note (or in the case of redemption, on the Redemption Date), or to institute suit for the enforcement of any such payment on or after such respective dates or Redemption Date, shall not be impaired or affected without the consent of such holder.

Section 6.5

Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default . xiv) All powers and remedies given by this Article to the Trustee or to the Noteholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any others thereof or of any other powers and remedies available to the Trustee or the holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture or otherwise established with respect to such Notes.

(b)

No delay or omission of the Trustee or of any holder of any of the Notes to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed as a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 6.4, every power and remedy given by this Article or by law to the Trustee or to the Noteholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Noteholders.

Section 6.6

Control by Noteholders . The holders of a majority in aggregate principal amount of the Notes at the time Outstanding, determined in accordance with Section 8.4, 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; provided , however , that such direction shall not be in conflict with any rule of law or with this Indenture or unduly prejudicial to the rights of holders of Notes at the time Outstanding determined in accordance with Section 8.4 not parties thereto and provided further that such holders have offered to the Trustee reasonable indemnity or security against expenses and liabilities. The holders of a majority in aggregate Outstanding principal amount of the Notes, determined in accordance with Section 8.4, may on behalf of the holders of all of the Notes, waive any past default or Event of Default in the performance of any of the covenants contained herein and its consequences, except a default in the payment of the principal of, or premium, if any, or interest on, any of the Notes as and when the same shall become due by the terms of such Notes, which default may be waived by the unanimous consent of the holders affected. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 6.7

Notice of Defaults . The Trustee shall, within 90 days after the occurrence of a default, transmit by mail, first-class postage prepaid, to the holders of Notes, as their names and addresses appear upon the Note Register, notice of all defaults actually known to a Responsible Officer of the Trustee, unless such defaults shall have been cured or waived before the giving of such notice (the term “defaults” for the purposes of this Section being hereby defined to be the events specified in Section 6.1(a), not including any grace periods provided for therein and irrespective of the giving of any notice provided for therein); provided that, except in the case of default in the payment of the principal of (or premium, if any) or interest on any of the Notes or in the payment of any sinking fund installment, 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 and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the holders of Notes.

The Trustee shall not be deemed to have knowledge of any default, except (i) a default under Section 6.1(a)(1), (a)(2) or a payment default under Section 6.1(a)(9) as long as the Trustee is acting

as paying agent for the Notes or (ii) any default as to which the Trustee shall have received written notice or a Responsible Officer charged with the administration of this Indenture shall have actual knowledge or obtained written notice.

ARTICLE VII. CONCERNING THE TRUSTEE

Section 7.1

Duties and Responsibilities of the Trustee Prior to and During Event of Default . xv) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default has occurred (which has not been cured or waived), 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 individual would exercise or use under the circumstances in the conduct of his or her own affairs.

(b)

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)

the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations 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 the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any 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 (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);

(3)

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

(4)

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 not less than a majority in principal amount of the Notes at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture; and

(5)

none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur or risk personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers.

(c)

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 7.1.

Section 7.2

Certain Rights of the Trustee . Except as otherwise provided in Section 7.1:

(a)

The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, security or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)

Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Board Resolution or an instrument signed in the name of the Company by an Authorized Officer (unless other evidence in respect thereof is specifically prescribed herein);

(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) is entitled to receive and may rely upon an Officer’s Certificate;

(d)

The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted 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, order or direction of any of the Noteholders, pursuant

to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing herein contained shall, however, relieve the Trustee of the obligation upon the occurrence of an Event of Default (which has not been cured or waived) to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent individual would exercise or use under the circumstances in the conduct of his own affairs;

(f)

If an Event of Default shall have occurred and be continuing, the Trustee shall be under no obligation to follow any request, order or direction of the Company if in the reasonable judgment of the Trustee the following of such request, order or direction would not be in the best interests of all the holders;

(g)

The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(h)

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, consent, order, approval, bond, security, or other papers or documents, unless requested in writing to do so by the holders of not less than a majority in principal amount of the Outstanding Notes (determined as provided in Section 8.4); provided , however , that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable security or indemnity against such costs, expenses or liabilities as a condition to so proceeding and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(i)

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 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; and

(j)

The Trustee may (but shall not be required to) at any time bring an action on behalf of the Noteholders against third parties.

Section 7.3

Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof . xvi) The recitals contained herein and in the Notes (other than the Certificate of Authentication on the Notes) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same.

(b)

The Trustee makes no representations as to the validity or sufficiency of this Indenture, the Guaranties or of the Notes.

(c)

(d)

The Trustee shall not be accountable for the use or application by the Company of any of the Notes or of the proceeds of the Notes, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture or the Guaranties or for the use or application of any moneys received by any paying agent other than the Trustee.

Section 7.4

Trustee and Agents May Hold Securities; Collections, etc . The Trustee or any paying agent or Note Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not Trustee, paying agent or Note Registrar.

Section 7.5

Moneys Held by Trustee . Subject to the provisions of Section 11.6, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but 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 moneys received by it hereunder except such as it may agree in writing with the Company to pay thereon.

Section 7.6

Compensation and Indemnification of Trustee and its Prior Claim . xvii) The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as the Company and the Trustee may agree upon in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Company will pay or reimburse the Trustee upon its request for all expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the documented expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconduct. The Company also covenants to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, loss, liability or expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence or willful misconduct on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses reasonably incurred of defending itself against any claim of liability in the premises.

(b)

The obligations of the Company under this Section to compensate and indemnify the Trustee and to pay or reimburse the Trustee for documented expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the termination of this Indenture and the resignation or removal of the Trustee. Such additional indebtedness shall be a senior lien to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Notes, and the Notes are hereby subordinated to each such senior lien.

(c)

When the Trustee incurs expenses or renders services in connection with an Event of Default, the expenses (including the reasonable charges and expenses of its counsel) and

compensation for its services are intended to constitute expenses of administration under applicable Federal or State bankruptcy, insolvency or similar law.

Section 7.7

Right of Trustee to Rely on Officer’s Certificate, etc . Except as otherwise provided in Section 7.1, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, it shall be entitled to receive, and such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively provided and established by an Officer’s Certificate delivered to the Trustee and such certificate, in the absence of negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof.

Section 7.8

Conflicting Interest . If the Trustee has acquired or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.

Section 7.9

Persons Eligible for Appointment as Trustee . There shall at all times be a Trustee with respect to the Notes issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or other person permitted to act as trustee by the Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50 million, and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid 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. The Company may not, nor may any person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10.

Section 7.10

Resignation and Removal; Appointment of Successor Trustee . xviii) The Trustee or any successor hereafter appointed may at any time resign by giving written notice thereof to the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument, in duplicate, executed by order of the Governing Body, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor trustee, or any Noteholder who has been a bona fide holder of a Note or Notes for at least six months may, subject to the provisions of Section

6.8, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b)

In case at any time any of the following shall occur:

(1)

the Trustee shall fail to comply with the provisions of Section 7.8 after written request therefor by the Company or by any Noteholder who has been a bona fide holder of a Note or Notes for at least six months; or

(2)

the Trustee shall cease to be eligible in accordance with the provisions of Section 7.9 and shall fail to resign after written request therefor by the Company or by any such Noteholder; or

(3)

the Trustee shall become incapable of acting, shall be adjudged a bankrupt or insolvent, 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, the Company may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by order of the Governing Body, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.8, unless the Trustee’s duty to resign is stayed as provided herein, any Noteholder who has been a bona fide holder of a Note or Notes 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 and the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. If a notice of removal shall have been delivered to the Trustee and no successor trustee shall have been appointed and have accepted appointment within 30 days after the Trustee’s receipt of such notice of removal, the Trustee may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor trustee.

(c)

The holders of a majority in aggregate principal amount of the Notes at the time Outstanding may at any time remove the Trustee and appoint a successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the removal of the Trustee, the removed Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor trustee, or any Noteholder who has been a bona fide holder of a Note or Notes for at least six months may, subject to the provisions of Section 6.8, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(d)

Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

Section 7.11

Acceptance of Appointment by Successor . xix) In case of the appointment hereunder, 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, subject to any prior lien provided for in Section 7.6(b).

(b)

Upon request of any such successor trustee or retiring 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 subsection (a) of this Section.

(c)

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.

(d)

Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall transmit notice of the succession of such trustee hereunder by mail, first-class postage prepaid, to the Noteholders, as their names and addresses appear upon the Note Register. If the Company fails to transmit such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Section 7.12

Merger, Conversion, Consolidation or Succession to Business of Trustee . Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, 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 that such corporation shall be qualified under the provisions of Section 7.8 and eligible under the provisions of Section 7.9, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case any Notes 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 Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.

Section 7.13

Preferential Collection of Claims Against Company . If and when the Trustee shall become a creditor of the Company (or any other obligor upon the Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any other obligor upon the Notes).

Section 7.14

Trustee’s Application for Instructions from the Company . Any application by the Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable to the Company for any action taken by, or omission of, the Trustee prior to the occurrence of an Event of Default in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than ten Business Days after the date any Authorized Officer of the Company actually receives such application, unless any such Authorized Officer shall have consented in writing to any earlier date), unless prior to taking any such action (or the effective date in the case of an omission) the Trustee shall have received written instructions from an Authorized Officer of the Company in response to such application specifying the action to be taken or omitted.

ARTICLE VIII. CONCERNING THE NOTEHOLDERS

Section 8.1

Acts of Noteholders . Whenever in this Indenture it is provided that the holders of a majority or specified percentage in aggregate principal amount of the Notes Outstanding may take any action (including the making any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such majority or specified percentage have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by such holders of Notes in person or by agent or proxy appointed in writing.

If the Company shall solicit from the Noteholders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, as evidenced by an Officer’s Certificate, fix in advance a record date for the determination of Noteholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Noteholders of record at the close of business on the record date shall be deemed to be Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Outstanding Notes shall be computed as of the record date; provided that no such authorization, agreement or consent by such Noteholders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

Section 8.2

Trustee May Require Proof of Ownership . Subject to the provisions of Section 7.1, proof of the execution of any instrument by a Noteholder (such proof will not require notarization) or his, her or its agent or proxy and proof of the holding by any person of any of the Notes shall be sufficient if made in the following manner:

(a)

the fact and date of the execution by any such person of any instrument may be proved in any reasonable manner acceptable to the Trustee;

(b)

the ownership of Notes shall be proved by the Note Register of such Notes or by a certificate of the Note Registrar thereof; or

(c)

the Trustee may require such additional proof of any matter referred to in this Section as it shall deem necessary.

Section 8.3

Noteholders to be Treated as Owners . Prior to the due presentment for registration of transfer of any Note, the Company, the Trustee, any paying agent and any Note Registrar may deem and treat the Person in whose name such Note shall be registered upon the books of the Company as the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Note Registrar) for the purpose of receiving payment of or on account of the principal of and premium, if any, and interest on such Note and for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Note Registrar shall be affected by any notice to the contrary. All such payments so made to any such Person, or upon such Person’s order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for monies payable upon or in respect of any such Note.

Section 8.4

Notes Held by Company Deemed Not Outstanding . In determining whether the holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent or waiver under this Indenture, Notes which are owned by the Company or any other obligor on the Notes or by any person directly or indirectly controlling or controlled by or under common control with the Company or any other obligor on the Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Notes which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned may be regarded as outstanding for the purposes of this Section, if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Section 8.5

Right of Revocation of Action Taken . At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.1, of the taking of any action by the holders of the majority or other percentage in aggregate principal amount of the Notes Outstanding specified in this Indenture in connection with such action, any holder of a Note which is shown by the evidence to be included in the Notes the holders of which have consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.2, revoke such action so far as concerns such Note. Except as aforesaid, any such action taken by the holder of any Note shall be conclusive and binding upon such holder and upon all future holders and owners of such Note, and of any Note issued in exchange

therefor, on registration of transfer thereof or in place thereof, irrespective of whether or not any notation in regard thereto is made upon such Note. Any action taken by the holders of a majority or greater percentage in aggregate principal amount of the Notes Outstanding specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all the Notes.

ARTICLE IX. SUPPLEMENTAL INDENTURES; AMENDMENTS TO GUARANTIES

Section 9.1

Supplemental Indentures Without Consent of Noteholders . In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Noteholders, for one or more of the following purposes:

(a)

to evidence the succession of another corporation to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Notes;

(b)

to evidence the assignment by the Company of its rights and obligations under this Indenture to, and the assumption thereof by, NOARK or any of its Subsidiaries, pursuant to and in accordance with the provisions of Article XII;

(c)

to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Notes as the Governing Body of the Company and the Trustee shall consider to be for the protection of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided , however , that in respect of any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults), may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Notes Outstanding to waive such default;

(d)

to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Notes;

(e)

to modify or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the qualification thereof under the Trust Indenture Act or any other similar Federal statute hereafter in effect; or

(f)

to modify the restrictions on and procedures for resales and other transfers of the Notes to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or other transfer of restricted securities generally.

The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 9.2.

Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first-class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Noteholders as their names and addresses appear upon the Note Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Section 9.2

Supplemental Indentures With Consent of Noteholders . With the consent (evidenced as provided in Section 8.1) of the holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes under this Indenture; provided , however , that no such supplemental indenture shall (i) extend the fixed maturity of any Note or the date of any mandatory sinking fund redemption of any Note, reduce the principal amount thereof or the principal payable upon any mandatory sinking fund redemption thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Note then Outstanding and affected thereby or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, or modify any provision of Section 6.1(c) (except to increase the percentage of the principal amount of Notes required to rescind and annul any declaration of amounts due and payable under the Notes), without the consent of the holder of each Note then Outstanding and affected thereby.

Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise,

in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture.

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

Section 9.3

Effect of Supplemental Indenture . Upon the execution of any supplemental indenture pursuant to the provisions of this Article or of Article X, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 9.4

Notation of Notes in Respect of Supplemental Indenture . Notes authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions of this Article or of Article X may bear a notation in form approved by the Company as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Notes so modified as to conform, in the opinion of the Governing Body, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Notes then Outstanding.

Section 9.5

Documents to be Given to Trustee . The Trustee, subject to the provisions of Section 7.1, is entitled to receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof.

Section 9.6

Amendments to Guaranties . xx) Southwestern or Enogex may from time to time and at any time amend the Southwestern Guaranty or the Enogex Guaranty, respectively, without the prior written consent of the holders of Outstanding Notes, (i) to add to the covenants of Southwestern or Enogex, as the case may be, such further covenants, restrictions, conditions or provisions for the protection of the holders of the Notes as the Governing Body and the Trustee shall consider to be for the protection of such holders of Notes, (ii) to cure any ambiguity or to correct or supplement any provision contained in such Guaranty which may be defective or

inconsistent with any other provision contained in such Guaranty, provided that the amendment shall not adversely affect the rights of any holder of Outstanding Notes or (iii) to evidence the succession of another corporation to the Company, to the extent such succession is in accordance with the terms of this Indenture, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Notes.

The Trustee is hereby authorized to join with Southwestern or Enogex in the execution of any such amendment, and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such amendment which affects the Trustee’s own rights, duties or immunities under this Indenture, the Guaranties or otherwise.

(b)

With the consent (evidenced as provided in Section 8.1) of the holders of a majority in aggregate principal amount of the Notes Outstanding, Southwestern or Enogex may from time to time and at any time amend the Southwestern Guaranty or the Enogex Guaranty, as the case may be, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, such Guaranty or of modifying in any manner the rights of the holders of the Notes under such Guaranty; provided , however , that no such amendment shall (i) reduce the amount payable or increase the time in which Southwestern or Enogex has to make payment under the Southwestern Guaranty or Enogex Guaranty, as the case may be, or (ii) reduce the percentage of Notes the holders of which are required to consent to any such amendment to the Southwestern Guaranty or the Enogex Guaranty, without the consent of the holder of each Note then Outstanding and affected thereby.

Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such amendment, and upon the filing with the Trustee of evidence of the consent of Noteholders required to consent thereto as aforesaid, the Trustee shall consent to the execution of such amendment unless such amendment affects the Trustee’s own rights, duties or immunities under this Indenture, the Guaranties or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such amendment.

It shall not be necessary for the consent of the Noteholders under this Section to approve the particular form of any proposed amendment to the Guaranties, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution by Southwestern or Enogex of any amendment to the Southwestern Guaranty or the Enogex Guaranty, as the case may be, pursuant to the provisions of this Section, the Trustee shall transmit by mail, first-class postage prepaid, a notice, setting forth in general terms the substance of such amendment, to the Noteholders as their names and addresses appear upon the Note Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

(c)

Upon the execution of any amendment to the Guaranties pursuant to the provisions of this Article, the Guaranties shall be and be deemed to be modified and amended in

accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under the Guaranties of the Trustee, Southwestern and Enogex and the holders of Notes shall thereafter be determined, exercised and enforced hereunder and thereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such amendment shall be and be deemed to be part of the terms and conditions of the Guaranties for any and all purposes.

(d)

Notes authenticated and delivered after the execution of such amendment pursuant to the provisions of this Article may bear a notation in form approved by the Company as to any matter provided for in such amendment. If the Company shall so determine, new Notes so modified as to conform, in the opinion of the Governing Body, to any modification of the Guaranties may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Notes then Outstanding.

(e)

The Trustee, subject to the provisions of Section 7.1, is entitled to receive an Opinion of Counsel as conclusive evidence that any amendment executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and the Guaranties and that it is proper for the Trustee under the provisions of this Article and the Guaranties to join in the execution thereof.

ARTICLE X. CONSOLIDATION, MERGER AND SALE

Section 10.1

Consolidation, Merger and Sale of Substantially all of Company’s Assets . Nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company), or any merger or consolidation of any Person (whether or not affiliated with the Company) with or into the Company or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the assets or other property of the Company or its successor or successors substantially as an entirety to any other Person (whether or not affiliated with the Company or its successor or successors), provided that (a) no Default or Event of Default exists or would occur as a result of such consolidation, merger, sale or lease and (b) the Company is the surviving or continuing Person, or the surviving or continuing Person or Person that acquires the Company’s assets by sale, conveyance, transfer or lease is organized under the laws of the United States of America or any state thereof and expressly assumes the payment and performance of all obligations of the Company under the Indenture and the Notes.

Section 10.2

Successor Substituted . xxi) In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the successor, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes Outstanding and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and thereupon the predecessor Company shall be relieved of all obligations and

covenants under this Indenture and the Notes, except the provisions of Section 7.6 to the extent such provisions relate to matters occurring before any such consolidation, merger, sale, conveyance, transfer or other disposition. Such successor thereupon may cause to be signed, and may issue either in its own name or in the name of the Company or any other predecessor obligor on the Notes, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the officers of the predecessor Company to the Trustee for authentication, and any Notes which such successor thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof.

(b)

In case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

(c)

Nothing contained in this Indenture or in any of the Notes shall prevent the Company from merging into itself or acquiring by purchase or otherwise all or any part of the property of any other corporation (whether or not affiliated with the Company).

Section 10.3

Opinion of Counsel to Trustee . The Trustee, subject to the provisions of Section 7.1, is entitled to receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or other disposition, and any such assumption, comply with the provisions of this Article.

ARTICLE XI. SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED
MONEYS

Section 11.1

Satisfaction and Discharge of Indenture . If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.5) and Notes for whose payment money or Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.6); (b) all such Notes not theretofore delivered to the Trustee for cancellation shall have become due and payable and the Company shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental Obligations sufficient; or (c) a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at Stated Maturity or upon redemption all Notes not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such Stated Maturity or Redemption Date, as the case may be, and if the Company shall also pay

or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall thereupon cease to be of further effect except for the provisions of Sections 2.4, 2.5, 2.9, 5.1 and 7.10, which shall survive until the Stated Maturity or Redemption Date, as the case may be, and Sections 7.6 and 11.6 which shall survive to such date and thereafter; and the obligations of Southwestern and Enogex under the Guaranties shall cease to be of further effect and the Noteholders shall and shall be deemed to have consented to the termination of the provisions of the Guaranties, and the Trustee, on demand of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture and acknowledging termination of the provisions of the Guaranties.

Section 11.2

Covenant Defeasance . If at any time all Notes not heretofore delivered to the Trustee for cancellation or which have not become due and payable as described in Section 11.1 shall have been paid by the Company by depositing irrevocably with the Trustee as trust funds moneys or an amount of Governmental Obligations (or a combination thereof) sufficient to pay at maturity or upon redemption all such Notes not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such Stated Maturity or Redemption Date, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then after the date such moneys or Governmental Obligations (or a combination thereof) are deposited with the Trustee the obligations of the Company under this Indenture shall cease to be of further effect except for the provisions of Sections 2.4, 2.5, 2.9, 5.1 and 7.10 hereof which shall survive until such Notes shall mature and be paid and Section 7.6 and 11.6 which shall survive to such date and thereafter, and the obligations of Southwestern and Enogex under the Guaranties shall cease to be of further effect and the Noteholders shall and shall be deemed to have consented to the termination of the provisions of the Guaranties. The release of the Company from its obligations under this Indenture, as provided for in this Section 11.2, shall be subject to the further condition that the Company first shall have caused to be delivered to the Trustee an Opinion of Counsel to the effect that Noteholders will not realize income, gain or loss for Federal income tax purposes as a result of such deposit and release, and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and release had not occurred.

Section 11.3

Defeasance and Discharge . If, in addition to satisfying the conditions set forth in Section 11.1 or 11.2 (except for the requirement of an Opinion of Counsel), the Company delivers to the Trustee an Opinion of Counsel to the effect that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this Indenture there has been a change in applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders will not realize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount, in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred and (c) the deposit shall not result in the Company, the Trustee or the trust being deemed an “investment company” under the Investment Company Act of 1940, as amended, then, in such event, the Company will be deemed to have paid and

discharged the entire indebtedness and the holder thereof shall thereafter be entitled to receive payment solely from the trust fund described above.

Section 11.4

Deposited Money and Governmental Obligations to be Held in Trust . All moneys and/or Governmental Obligations deposited with the Trustee pursuant to Sections 11.1 or 11.2 shall be held in trust and shall be available for payment as due, either directly or through any paying agent (including the Company acting as its own paying agent), to the holders of the Notes for the payment or redemption of which such moneys and/or Governmental Obligations have been deposited with the Trustee.

Section 11.5

Deposited Moneys Held in Trust . In connection with the satisfaction and discharge of this Indenture all moneys or Governmental Obligations then held by any paying agent under the provisions of this Indenture shall, upon demand of the Company, be repaid to the Company or paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys or Governmental Obligations.

Section 11.6

Repayment to the Company; Miscellaneous . Any moneys or Governmental Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for payment of principal of or premium or interest on the Notes that are not applied but unclaimed by the holders of such Notes for at least two years after the date upon which the principal of (and premium, if any) or interest on such Notes shall have respectively become due and payable, shall, upon written notice from the Company, be repaid to the Company on May 31 of each year or (if then held by the Company) shall be discharged from such trust; and thereupon the paying agent and the Trustee shall be released from all further liability with respect to such moneys or Governmental Obligations, and the holder of any of the Notes entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Company for the payment thereof 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, shall, pursuant to an Officer’s Certificate, cause to be published once, at the Company’s expense, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City and State of New York 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 be repaid to the Company.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Governmental Obligations deposited pursuant to this Article or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the holders of Outstanding Notes.

ARTICLE XII. ASSIGNMENT AND ASSUMPTION

Section 12.1

Assignment . The Company will have the right at any time without the consent of the Noteholders to assign its rights and obligations under this Indenture to NOARK

Pipeline System, Limited Partnership (“ NOARK ”) or to any direct or indirect wholly-owned Subsidiary of NOARK; provided that NOARK or such Subsidiary, as the case may be, assumes the obligations of the Company under this Indenture and the Notes; and provided further that:

(i)

NOARK or such Subsidiary, as the case may be, shall expressly assume, by supplemental agreement, the payment and performance of all obligations of the Company under this Indenture and the Notes;

(ii)

each of the Guarantors shall expressly confirm in a supplemental agreement that their respective Guaranties shall apply to the obligations of NOARK or such Subsidiary under this Indenture and the Notes;

(iii)

the Company shall deliver to the Trustee an opinion of counsel to the effect that the holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such assumption; and

(iv)

no Default or Event of Default exists or would occur as a result of giving effect to such transaction.

Section 12.2

Successor Substituted . xxii) In case of any such assignment and upon the assumption by the assignee, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes Outstanding and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such assignee shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and thereupon the Company shall be relieved of all obligations and covenants under this Indenture and the Notes, except the provisions of Section 7.6 to the extent such provisions relate to matters occurring before any such assignment. Such assignee thereupon may cause to be signed, and may issue either in its own name or in the name of the Company or any other predecessor obligor on the Notes, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the officers of the predecessor Company to the Trustee for authentication, and any Notes which such assignee thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof.

(b)

In case of any such assignment, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Section 12.3

Opinion of Counsel to Trustee . The Trustee, subject to the provisions of Section 7.1, is entitled to receive an Opinion of Counsel as conclusive evidence that any such assignment, and any such assumption, comply with the provisions of this Article.

ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, MEMBERS,
PARTNERS, OFFICERS AND DIRECTORS

Section 13.1

Incorporators, Stockholders, Members, Partners, Officers and Directors of Company Exempt from Individual Liability . No recourse under or upon any obligation, covenant or agreement of this Indenture or of any Note, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, member, partner (general or limited), officer or director, past, present or future as such, of the Company, Southwestern, Enogex or of any predecessor or successor Person, either directly or through the Company, Southwestern, Enogex or any such predecessor or successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the Guaranties and the obligations issued hereunder and thereunder are solely obligations of such Person, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, members, partners (general or limited), officers or directors as such, of the Company, Southwestern, Enogex or of any predecessor or successor Person, or any of them, because of the creation of the indebtedness hereby or thereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture and the Guaranties or in the Notes or implied therefrom; and that any and all such personal liability of every name and nature, either at common law, in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, member, partner (general or limited), officer or director as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture and the Guaranties or in the Notes or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture, the issuance of such Notes and the execution of the Guaranties.

ARTICLE XIV. MISCELLANEOUS PROVISIONS

Section 14.1

Successors and Assigns of Company Bound by Indenture . All the covenants, stipulations, promises and agreements in this Indenture contained by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not.

Section 14.2

Acts by Successors and Assigns of Company . Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the corresponding board, committee or officer of any Person that shall at the time be the lawful sole successor of the Company.

Section 14.3

Notices and Demands on Company, Trustee and Noteholders . Except as otherwise expressly provided herein, any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders of Notes to or on the Company may be given or served by being deposited first-class postage prepaid in a post-office letter box addressed (until another address is filed in writing by the Company with the Trustee), as follows: NOARK Pipeline Finance, L.L.C., 600 Central Park Two, 515 Central Park Drive, Oklahoma City, Oklahoma 74124-0300, Attention: President. Any notice, election, request or demand by the Company or any Noteholder to or upon the Trustee shall be deemed to have been

sufficiently given or made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee.

Section 14.4

Governing Law . THIS INDENTURE AND EACH NOTE SHALL, PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THAT STATE, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN SUCH SECTION 5-1401).

Section 14.5

Officer’s Certificates and Opinions of Counsel; Statements to be Contained Therein . xxiii) Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, at the request of the Trustee, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions 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 have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture, relating to such particular application or demand, no additional certificate or opinion need be furnished.

(b)

Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant in this Indenture (other than the certificate provided pursuant to Section 4.4 of this Indenture) shall include (1) a statement that the person making such certificate or opinion has read such covenant or condition; (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 such person, he has made such examination or investigation as is necessary to enable him 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 or not, in the opinion of such person, such condition or covenant has been complied with.

Section 14.6

Opinion of Counsel Required . Simultaneously with the execution of this Indenture, the Company shall deliver to the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, (a) this Indenture has been duly authorized by and lawfully executed and delivered on behalf of the Company, is in full force and effect and is legal, valid and binding upon the Company in accordance with its terms, except to the extent limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights and (b) the Notes have been authorized, executed and delivered by the Company and constitute legal, valid and binding obligations of the Company in accordance with their terms.

Section 14.7

Legal Holidays . In any case where the date of maturity of interest or principal of any Note or the date of redemption of any Note shall not be a Business Day then payment of interest or principal (and premium, if any) may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date of maturity or redemption, and no interest shall accrue for the period after such nominal date.

Section 14.8

Counterparts . This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute one and the same instrument.

Section 14.9

Separability Clause . In case any one or more of the provisions contained in this Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of the Notes, but this Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

The Bank of New York, as Trustee, hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

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

NOARK PIPELINE FINANCE, L.L.C.

By:

NOARK Pipeline System, Limited
Partnership, its sole member

By:

Southwestern Energy Pipeline Company, a general partner

By:

/s/ STANLEY D. GREEN

Executive Vice President - Finance and Corporate Development

By:

Enogex Arkansas Pipeline Corporation, a general partner

By:

/s/ E. KEITH MITCHELL

Vice President

THE BANK OF NEW YORK, as Trustee

By:

/s/ VAN K. BROWN

Name: Van K. Brown
Title: Assistant Vice President

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) executed as of May 2, 2006 by and among, NOARK Pipeline Finance, L.L.C., an Oklahoma limited liability company (the “Company”), Southwestern Energy Company, an Arkansas corporation (“Southwestern”) and UMB Bank, N.A. (as successor to The Bank of New York), as Trustee (the “Trustee”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in that certain Indenture, dated as of June 1, 1998 (the “Indenture”), between the Company and the Trustee.

RECITALS

WHEREAS, the Company has issued a series of notes referred to as the 7.15% Notes Due 2018 (the “Notes”) pursuant to the terms of the Indenture;

WHEREAS, the Company is transferring and conveying (the “Transfer”) to Southwestern all of its assets pursuant to Article X of the Indenture effective as of the date hereof;

WHEREAS, the Transfer is a permitted transaction pursuant to Sections 10.1 and 10.2 of the Indenture provided that the surviving entity expressly assumes, by a supplemental indenture, the due and punctual payment of the principal of and interest on all the Notes according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or observed by the Company;

WHEREAS, Southwestern desires to become the successor to the Company with respect to the Notes and the Indenture as contemplated by Section 10.2 of the Indenture;

WHEREAS, Section 9.1 of the Indenture provides that the Company, when authorized by a resolution of its board of directors, and the Trustee may enter into indentures supplemental to the Indenture without the consent of the Noteholders;

WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by the parties hereto, and all other acts necessary to make this Supplemental Indenture a valid and binding supplement to the Indenture, effectively supplementing the Indenture as set forth herein, have been duly taken;

NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually agreed, for the equal and proportionate benefit of all Noteholders, as follows:

ARTICLE ONE

1.1

Upon the consummation of the Transfer, Southwestern agrees to assume the due and punctual payment of the principal of and interest on all the Notes according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or observed by the Company.

1.2

Section 14.3 of the Indenture is hereby amended to replace “NOARK Pipeline Finance, L.L.C., 600 Central Park Two, 515 Central Park Drive, Oklahoma City, Oklahoma 74124-0300, Attention President” with “Southwestern Energy Company, P.O. Box 13408, 1083 Sain Street, Fayetteville, Arkansas 72703-1004, Attention: Treasurer”.

ARTICLE TWO

2.1

All of the provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made part of, the Indenture, and the Indenture, as amended and supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument and shall be binding upon all the Noteholders.

2.2

This Supplemental Indenture 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.

2.3

In case any provision in this Supplemental Indenture 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.

2.4

Nothing in this Supplemental Indenture, express or implied, shall give any person, other than the parties hereto and their successors hereunder and the Noteholders, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture. Except as expressly supplemented or amended as set forth in this Supplemental Indenture, the Indenture is hereby ratified and confirmed, and all the terms, provisions and conditions thereof shall be and continue in full force and effect. The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions in the Indenture as amended and supplemented by this Supplemental Indenture.

2.5

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture, except with respect to the execution hereof by the Trustee, or for or in respect of the recitals contained herein, all of which are made solely by the Company and Southwestern.

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

NOARK PIPELINE FINANCE, L.L.C.

By: Southwestern Energy Company, its Sole
Member

/s/Greg D. Kerley

Name: Greg D. Kerley
Title: Executive Vice President & Chief Financial
Officer

SOUTHWESTERN ENERGY COMPANY

/s/Greg D. Kerley

Name: Greg D. Kerley
Title: Executive Vice President & Chief Financial
Officer

UMB BANK, N.A.,
as successor Trustee to The Bank of New York as Trustee

/s/ Anthony P. Hawkins

Name: Anthony P. Hawkins
Title: Vice President

Execution Copy

STOCK PURCHASE AGREEMENT

by and between

SOUTHWESTERN ENERGY COMPANY

and

ATLAS PIPELINE PARTNERS, L.P.

Dated as of May 1, 2006

2832364_4.DOC

Execution Copy

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION

1.1

Definitions

1.2

Rules of Construction

ARTICLE II
PURCHASE AND SALE; CLOSING

2.1

Purchase and Sale of Shares

2.2

Consideration

2.3

The Closing

ARTICLE III
REPRESENTATIONS AND WARRANTIES RELATING TO SELLER AND NOARK

3.1

Organization of Seller

3.2

Authorization; Enforceability

3.3

No Conflict; Consents

3.4

Ownership of Shares

3.5

Litigation

3.6

Brokers’ Fees

3.7

No Material Adverse Effect

ARTICLE IV
REPRESENTATIONS AND WARRANTIES RELATING TO SWPL

4.1

Organization of SWPL

4.2

No Conflict; Consents

4.3

Capitalization

4.4

Ownership of Partnership Interest

4.5

Litigation

4.6

SWPL Financial Statement

4.7

SWPL Taxes

4.8

No Other Business

4.9

No Breach or Default

4.10

No Employees

ARTICLE V
REPRESENTATIONS AND WARRANTIES RELATING TO BUYER

5.1

Organization of Buyer

5.2

Authorization; Enforceability

5.3

No Conflict; Consents

5.4

Litigation

5.5

Brokers’ Fees

5.6

Financial Ability

5.7

Securities Law Compliance

ARTICLE VI
REPRESENTATIONS AND WARRANTIES RELATING TO NOARK FINANCE

6.1

Organization of NOARK Finance

6.2

Ownership of Membership Interests

2832364_4.DOC

Execution Copy

6.3

Litigation; Absence of Certain Changes

6.4

NOARK Finance Taxes

6.5

NOARK Finance Financial Statements

6.6

Contracts

6.7

No Other Business

6.8

No Actions

6.9

No Employees

ARTICLE VII
COVENANTS

7.1

Conduct of Business

7.2

Access

7.3

Marks

7.4

Books and Records; Access

7.5

Director and Officer Indemnification

7.6

No Distributions

7.7

Conversion into Single-Member Limited Liability Company

ARTICLE VIII
TAX MATTERS

8.1

Responsibility for Filing Tax Returns and Paying Taxes

8.2

Responsibility for Tax Audits and Contests

8.3

Tax Sharing Agreements

8.4

Tax Refunds

8.5

Transfer Taxes

8.6

Disputes over Tax Provisions

8.7

Tax Treatment

ARTICLE IX
CONDITIONS TO CLOSING

9.1

Conditions to Obligations of Buyer

9.2

Conditions to Obligations of Seller

ARTICLE X
INDEMNIFICATION

10.1

Survival

10.2

Indemnification

10.3

Procedures

10.4

Waiver of Other Representations

10.5

Exclusive Remedy and Release

ARTICLE XI
TERMINATION

11.1

Termination

11.2

Effect of Termination

ARTICLE XII
MISCELLANEOUS

12.1

Notices

12.2

Assignment

12.3

Rights of Third Parties

12.4

Expenses

2832364_4.DOC

Execution Copy

12.5

Counterparts

12.6

Entire Agreement

12.7

Disclosure Schedule

12.8

Acknowledgment by Buyer

12.9

Amendments

12.10

Publicity

12.11

Severability

12.12

Governing Law; Jurisdiction

2832364_4.DOC

iii

Execution Copy

LIST OF SCHEDULES

Schedule 1.1(a)

Seller Knowledge

Schedule 1.2(a)

Buyer Knowledge

Schedule 4.6

SWPL Financial Statement

Schedule 4.8

SWPL Contracts

Schedule 6.5

NOARK Finance Financial Statements

Schedule 6.6

NOARK Finance Contracts

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STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, dated as of May 1, 2006 (this “ Agreement ”), is entered into by and between Southwestern Energy Company, an Arkansas corporation (“ Seller ”), and Atlas Pipeline Partners, L.P., a Delaware limited partnership (“ Buyer ”).

RECITALS

WHEREAS, NOARK Pipeline System, Limited Partnership, an Arkansas limited partnership (“ NOARK ”), owns and operates (a) a FERC-regulated interstate natural gas transmission pipeline system extending from southeast Oklahoma through Arkansas to southeast Missouri known as Ozark Gas Transmission, L.L.C. and (b) various natural gas gathering systems that are not subject to FERC regulation, as well as associated equipment and systems; and

WHEREAS, Southwestern Energy Pipeline Company, an Arkansas corporation (“ SWPL ”), owns a 25% general partner interest of NOARK; and

WHEREAS, Seller owns all of the issued and outstanding common stock, par value $0.10 per share (the “ Shares ”) of SWPL; and

WHEREAS, NOARK owns all of the limited liability company membership interests of (the “ Membership Interests ”) of NOARK Pipeline Finance L.L.C., an Oklahoma limited liability Company (“ NOARK Finance ”); and

WHEREAS, on the terms and subject to the conditions set forth herein, (i) Seller desires to sell to Buyer the Shares and to acquire from NOARK the Membership Interests, (ii) Buyer desires to purchase from Seller the Shares, and (iii) Buyer and Seller desire that NOARK transfer to Seller the Membership Interests;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION

1.1

Definitions

. As used herein, the following terms shall have the following meanings:

“ Accountants ” has the meaning provided such term in Section 8.6 .

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with, such specified Person through one or more intermediaries or otherwise. For the purposes of this definition, “control” means, where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through

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the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

“ Agreement ” has the meaning provided such term in the preamble to this Agreement.

“ Business Day ” means any day that is not a Saturday, Sunday or legal holiday in the States of Texas and New York and that is not otherwise a federal holiday in the United States.

“ Buyer ” has the meaning provided such term in the preamble to this Agreement.

“ Buyer Indemnified Parties ” has the meaning provided such term in Section 10.2(a) .

“ CERCLA ” means the Federal Comprehensive Environmental Response Compensation and Liability Act, as amended, 42 U.S.C. § 9601 et seq.

“ Claim Notice ” has the meaning provided such term in Section 10.3(a) .

“ Closing ” has the meaning provided such term in Section 2.3 .

“ Closing Date ” has the meaning provided such term in Section 2.3 .

“ Company Securities ” has the meaning provided such term in Section 4.3(b) .

“ Confidentiality Agreement ” means that certain confidentiality agreement, dated as of April 7, 2006, between Buyer and Seller.

“ Constituents of Concern ” any substance defined as a hazardous substance, hazardous waste, hazardous material, pollutant or contaminant by any Environmental Law, any petroleum hydrocarbon and any degradation product of a petroleum hydrocarbon, friable asbestos, or PCBs, the handling, storage, treatment or exposure of or to which is subject to regulation under any Environmental Law.

“ Contract ” means any legally binding agreement, commitment, lease, license, indenture, mortgage or other contract.

“ Direct Claim ” has the meaning provided such term in Section 10.3(d) .

“ Disclosure Schedule ” means the schedules attached hereto.

“ Dollars ” and “$” mean the lawful currency of the United States.

“ Enogex ” has the meaning provided such term in Section 10.2(b) .

“ Enogex SPA ” has the meaning provided such term in Section 10.2(b) .

“ Environmental Law ” means all applicable Laws and environmental Permits of any Governmental Authority relating to the protection of health or the environment, including: (a) all requirements pertaining to liability for reporting, management, licensing, permitting, investigation, and remediation of emissions, discharges, releases, or threatened releases of a

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Constituent of Concern; and (b) all other limitations, restrictions, conditions, standards, prohibitions, obligations, and timetables contained therein or in any notice or demand letter issued, entered, promulgated or approved thereunder. The term “Environmental Law” includes, without limitation, CERCLA, the Federal Water Pollution Control Act (which includes the Federal Clean Water Act), the Federal Clean Air Act, the Federal Solid Waste Disposal Act (which includes the Resource Conservation and Recovery Act), the Federal Toxic Substances Control Act, and the Federal Insecticide, Fungicide and Rodenticide Act, each as amended from time to time, any regulations promulgated pursuant thereto, and any state or local counterparts.

“ FERC ” means the United States Federal Energy Regulatory Commission.

“ GAAP ” means generally accepted accounting principles of the United States, consistently applied.

“ Governmental Authority ” means any federal, state, municipal, local or similar governmental authority, regulatory or administrative agency, court or arbitral body.

“ Indebtedness for Borrowed Money ” means all obligations to any Person for borrowed money, including (a) any obligation to reimburse any bank or other Person in respect of amounts paid or payable under a standby letter of credit or (b) any guaranty with respect to indebtedness for borrowed money of another Person.

“ Indemnified Party ” has the meaning provided such term in Section 10.3(a) .

“ Indemnifying Party ” has the meaning provided such term in Section 10.3(a) .

“ Knowledge ” means (x) as to Seller, the actual knowledge of those persons listed on Schedule 1.1(a) and (y) as to Buyer, the actual knowledge of those persons listed on Schedule 1.2(a).

“ Law ” means any applicable statute, writ, law, common law, rule, regulation, ordinance, order, judgment, injunction, award, determination or decree of a Governmental Authority, or any requirement under the common law, in each case as in effect on and as interpreted on the date of this Agreement or on and as of the Closing Date, as applicable, unless the context otherwise clearly requires a different date, in which case on and as of such date.

“ Lien(s) ” means any charges, pledges, options, mortgages, deeds of trust, hypothecations, encumbrances or security interests.

“ Losses ” has the meaning provided such term in Section 10.2 .

“ Management Committee ” means the committee that manages NOARK pursuant to the Partnership Agreement and as further defined therein.

“ Material Adverse Effect ” means, with respect to any Person, any circumstance, change or effect that (a) is materially adverse to the business, operations (including results of operation), assets, liabilities or financial condition of such Person and its Subsidiaries, taken as a whole, or (b) that materially impedes the ability of such Person or any of its Affiliates to complete the

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transactions contemplated herein, but in respect of NOARK and the NOARK Subsidiaries shall exclude for purposes of clause (a) above any circumstance, change or effect resulting or arising from: (i) any change in general economic conditions in the industries or markets in which NOARK or any of the NOARK Subsidiaries operates; (ii) seasonal reductions in revenues and/or earnings of NOARK or any of the NOARK Subsidiaries in the ordinary course of its business and consistent with past performance; (iii) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack; (iv) changes in Law, GAAP, RAP or the interpretation thereof; or (v) subject to the final sentence of each of Sections 3.3 , 4.2 and 6.2 , the entry into or announcement of this Agreement or actions contemplated by this Agreement or the consummation of the transactions contemplated hereby.

“ Material Contract ” means any of the following Contracts:

(i)

except for any intercompany indebtedness that will be cancelled prior to Closing, each Contract creating obligations to any Person for Indebtedness for Borrowed Money, involving an obligation in excess of $250,000;

(ii)

each natural gas transportation and gathering services Contract that individually involves revenues to NOARK Finance in excess of $250,000 for the year-to-date period ended on the July 31, 2005, other than Contracts required to be disclosed pursuant to clause (vi) below;

(iii)

each Contract involving a remaining commitment by NOARK Finance to undertake capital expenditures with respect to its business in excess of $250,000;

(iv)

each Contract for lease of personal property or real property involving aggregate payments in excess of $50,000 in any calendar year ending after the September 21, 2005;

(v)

each employment Contract involving aggregate payments in excess of $50,000 in any calendar year ending after the date hereof, and each Contract providing retention, severance or project bonus payments in excess of $50,000 individually or $100,000 in the aggregate, in each case that have not been paid in full as of September 21, 2005;

(vi)

except for Contracts of the nature described in clause (ii) above, each Material Contract between Enogex Inc. or any of its Affiliates (other than NOARK) on the one hand, and NOARK Finance, on the other hand;

(vii)

each Contract that provides for a limit on the ability of NOARK Finance to compete in any line of business or with any Person or in any geographic area during any period of time after October 31, 2005;

(viii)

each material swap, option, hedge, futures or similar instrument or Contract involving natural gas or other commodity trading;

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(ix)

each Contract (A) that includes an indemnity or other obligation (contingent or otherwise) of NOARK Finance that has not by its terms expired, (B) that grants a an option or preferential purchase right to purchase any material assets, properties or rights, (C) that creates a partnership, joint venture or other arrangement that involves the sharing of profits or expenses (other than the sharing of expenses in connection with natural gas pipeline interconnection agreements) or (D) that is a natural gas pipeline interconnection agreement;

(x)

except for Contracts of the nature described in clauses (i) through (ix) above, each Contract involving aggregate payments by or to NOARK Finance in excess of $250,000 in any calendar year ending after September 21, 2005 that cannot be terminated by NOARK Finance upon 60 days or less notice without payment penalty in excess of $50,000; and

(xi)

each natural gas transportation and gathering services Contract that individually involves revenues in excess of $100,000 that is with a customer that accounts for an aggregate of at least $250,000 for the year-to-date period ended on July 31, 2005, excluding Contracts required to be disclosed pursuant to clause (vi) above.

“ Membership Interests ” has the meaning provided such term in the recitals to this Agreement.

“ NOARK ” has the meaning provided such term in the recitals to this Agreement.

“ NOARK Finance ” has the meaning provided such term in the recitals to this Agreement.

“ NOARK Finance Documents ” has the meaning provided such term in Section 7.4 .

“ NOARK Group ” means, collectively, NOARK and the NOARK Subsidiaries.

“ NOARK Group Documents ” means, collectively, all books and records of the NOARK Group that relate to the business or operations of NOARK or the NOARK Subsidiaries on or before the Closing Date.

“ NOARK Indenture ” means the Indenture, dated as of June 1, 1998, between NOARK Finance and UMB Bank, N.A., successor trustee to The Bank of New York (the “Trustee”).

“ NOARK Marks ” has the meaning provided such term in Section 7.3 .

“ NOARK Notes ” means the notes in an original aggregate principal amount of $80,000,000 authenticated, issued and delivered pursuant to the NOARK Indenture.

“ NOARK Subsidiaries ” means, collectively, prior to the Closing, NOARK Finance, Ozark Gas Transmission, L.L.C., an Oklahoma limited liability company, Ozark Gas Gathering and NOARK Energy Services, L.L.C., an Oklahoma limited liability company. Following the Closing, NOARK Finance shall no longer be one of the NOARK Subsidiaries.

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“ Objection Notice ” has the meaning provided such term in Section 8.6 .

“ Omnibus Project Agreement ” means the Omnibus Project Agreement by and among Seller, SWPL, Enogex and Enogex Arkansas Pipeline Corporation dated as January 12, 1998.

“ Organizational Documents ” means any charter, certificate of incorporation, articles of association, partnership agreements, limited liability company agreements, bylaws, operating agreement or similar formation or governing documents and instruments.

“ Ozark Gas Gathering ” means Ozark Gas Gathering, L.L.C., an Oklahoma limited liability company.

“ Parties ” means Seller and Buyer.

“ Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of NOARK Pipeline System, Limited Partnership, dated as of January 12, 1998, as amended.

“ Partnership Interest ” has the meaning provided such term in Section 4.4 .

“ Pass-Through Representations ” has the meaning provided such term in clause (a) of the introduction to Article VI .

“ Permits ” means authorizations, licenses, permits, franchises, grants, variances, exemptions, consents, approvals, orders or certificates issued by Governmental Authorities; provided, right-of-way agreements and similar approvals are not included in the definition of Permits.

“ Person ” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind.

“ Post-Closing Tax Period ” means any Tax period (or a portion thereof) that is not a Pre-Closing Tax Period.

“ Pre-Closing Tax Period ” means any Tax period (or a portion thereof) ending on or before the Closing Date.

“ Purchase Price ” has the meaning provided such term in Section 2.2 .

“ RAP ” means the regulatory accounting principles set forth in the Uniform System of Accounts prescribed by the FERC.

“ Reasonable Efforts ” means efforts in accordance with reasonable commercial practice and without the incurrence of material expense.

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“ Representatives ” means a Person’s directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers, financial advisors and any representatives of those advisors).

“ Restricted Information ” has the meaning provided such term in Section 7.2(c) .

“ Retention Period ” has the meaning provided such term in Section 7.4(b) .

“ Seller ” has the meaning provided such term in the preamble to this Agreement.

“ Seller Indemnified Parties ” has the meaning provided such term in Section 10.2(b) .

“ Seller Marks ” has the meaning provided such term in Section 7.3 .

“ Shares ” has the meaning provided such term in the recitals to this Agreement.

“ Straddle Period ” has the meaning provided such term in Section 8.1 .

“ Submission ” has the meaning provided such term in Section 8.6 .

“ Submission Deadline ” has the meaning provided such term in Section 8.6 .

“ Subsidiary ” means, with respect to any Person, (a) any corporation, of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote generally in the election of directors thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (b) any limited liability company, partnership, association or other business entity, of which a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes of this definition, a Person or Persons will be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons will be allocated a majority of limited liability company, partnership, association or other business entity gains or losses, or is or controls the managing member or general partner of such limited liability company, partnership, association or other business entity.

“ SWPL ” has the meaning provided such term in the recitals of this Agreement.

“ SWPL Documents” has the meaning provided such term in Section 7.4 .

“ SWPL Financial Statement ” has the meaning provided such term in Section 4.6 .

“ SWPL Merger ” has the meaning provided such term in Section 7.7 .

“ Tax Authority ” means any Governmental Authority or any subdivision, agency, commission or authority thereof, or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax.

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“ Tax Returns ” means any report, return, election, document, estimated tax filing, declaration or other filing provided to any Governmental Authority including any amendments thereto.

“ Taxes ” means all taxes, assessments, charges, duties, fees, levies, imposts or other similar charges imposed by a Governmental Authority, including all income, franchise, profits, capital gains, capital stock, transfer, gross receipts, sales, use, transfer, service, occupation, ad valorem, property, excise, severance, windfall profits, premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental, alternative minimum, add-on, value-added, withholding and other taxes, assessments, charges, duties, fees, levies, imposts or other similar charges of any kind, and all estimated taxes, deficiency assessments, additions to tax, penalties and interest.

“ Third Party Claim ” has the meaning provided such term in Section 10.3(a) .

“ United States ” means United States of America.

1.2

Rules of Construction

(a)

All article, section, schedule and exhibit references used in this Agreement are to articles and sections of, and schedules and exhibits to, this Agreement unless otherwise specified. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes.

(b)

If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The term “includes” or “including” shall mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear.

(c)

The Parties acknowledge that each Party and its attorney have reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

(d)

The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

(e)

All references to currency herein shall be to, and all payments required hereunder shall be paid in, Dollars.

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(f)

All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP or RAP, as applicable.

ARTICLE II
PURCHASE AND SALE; CLOSING

2.1

Purchase and Sale of Shares

. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, (a) Seller and Buyer shall cause NOARK to distribute, transfer and convey to Seller, and Seller shall acquire from NOARK, the Membership Interests, free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws, and (b) Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the Shares free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws.

2.2

Consideration

. In consideration for the purchase of the Shares contemplated by Section 2.1 , (a) Seller and Buyer shall cause NOARK to convey to Seller the Membership Interests and (b) Buyer shall pay to Seller at the Closing, an aggregate of $69,000,000, payable in cash by wire transfer of immediately available funds to an account designated by Seller (the “ Purchase Price ”).

2.3

The Closing

. The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Vinson & Elkins LLP, 1001 Fannin, Houston, Texas, commencing on the third Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties set forth in Article IX or such other date as Buyer and Seller may mutually determine (the date on which the Closing occurs is referred to herein as the “ Closing Date ”).

ARTICLE III
REPRESENTATIONS AND WARRANTIES RELATING TO SELLER AND NOARK

Except as disclosed in the Disclosure Schedule, Seller hereby represents and warrants to Buyer as follows:

3.1

Organization of Seller

. Seller is a corporation, duly incorporated, validly existing and in good standing under the laws of Arkansas.

3.2

Authorization; Enforceability

. Seller has all requisite corporate power and authority to execute and deliver this Agreement and to perform all obligations to be performed by it hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all requisite corporate action on the part of Seller. This Agreement has been duly and validly executed and delivered by Seller, and this Agreement constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

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3.3

No Conflict; Consents

. Except as would not reasonably be expected to have a Material Adverse Effect on the ability of Seller to enter into and perform its obligations under this Agreement, the execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby by Seller do not and shall not:

(a)

violate any Law applicable to Seller or require any filing with, consent, approval or authorization of, or notice to, any Governmental Authority;

(b)

violate any Organizational Document of Seller;

(c)

require any filing with or permit, consent or approval of, or the giving of any notice to, any Person; or

(d)

(i) breach any Contract to which Seller is a party or by which Seller may be bound, (ii) result in the termination of any such Contract, (iii) result in the creation of any Lien under any Contract or (iv) constitute an event that, after notice or lapse of time or both, would result in any such breach, termination or creation of a Lien.

For purposes of this Section 3.3 , Material Adverse Effect shall be determined without giving effect to clause (v) of the exclusions to the definition of Material Adverse Effect.

3.4

Ownership of Shares

(a)

Seller owns good and valid title to all of the Shares, and such Shares are lawfully owned of record and beneficially by the Seller, free and clear of any Liens or other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares, subject only to applicable securities Laws).

(b)

The Shares are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment, option, proxy, right of first refusal or understanding, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of the Shares.

3.5

Litigation

. As of the date of this Agreement (a) there are no lawsuits or actions before any Governmental Authority pending or, to the Knowledge of Seller, threatened in writing against Seller that would reasonably be expected to have a Material Adverse Effect on the ability of Seller to perform its obligations under this Agreement and (b) there are no orders or unsatisfied judgments from any Governmental Authority binding upon Seller that would reasonably be expected to have a Material Adverse Effect on the ability of Seller to perform its obligations under this Agreement.

3.6

Brokers’ Fees

. No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by Seller or any of its Affiliates.

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3.7

No Material Adverse Effect

. To the Knowledge of Seller, no development, event or circumstance has occurred or exists that has had, or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect on NOARK.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES RELATING TO SWPL

Except as disclosed in the Disclosure Schedule, Seller hereby represents and warrants to Buyer as follows:

4.1

Organization of SWPL

. SWPL is a corporation, duly incorporated, validly existing and in good standing under the laws of Arkansas and has the requisite corporate power and authority to own or lease its assets and to conduct its business as it is now being conducted. SWPL is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be expected to have a Material Adverse Effect on SWPL. Seller has made available to Buyer true copies of all existing Organizational Documents of SWPL. The minute books of SWPL, true and complete copies of which have been made available to Buyer, contain true and correct records of all meetings and other corporate or organizational actions held or taken of its stockholders (or, if applicable, members) and board of directors or similar governing body (including committees thereof). No meeting of any of any such board or body or such committees has been held for which minutes have not been prepared and are not contained in such minute books.

4.2

No Conflict; Consents

. Except as would not reasonably be expected to have a Material Adverse Effect on the ability of SWPL to enter into and perform its obligations under this Agreement, the execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby by Seller do not and shall not:

(a)

violate any Law applicable to SWPL or require any filing with, consent, approval or authorization of, or notice to, any Governmental Authority;

(b)

violate any Organizational Document of SWPL;

(c)

require any filing with or permit, consent or approval of, or the giving of any notice to, any Person; or

(d)

(i) breach any Contract to which SWPL is a party or by which SWPL may be bound, (ii) result in the termination of any such Contract, (iii) result in the creation of any Lien under any Contract or (iv) constitute an event that, after notice or lapse of time or both, would result in any such breach, termination or creation of a Lien.

For purposes of this Section 4.2 , Material Adverse Effect shall be determined without giving effect to clause (v) of the exclusions to the definition of Material Adverse Effect.

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4.3

Capitalization

(a)

The Shares constitute all of the issued and outstanding shares of capital stock of SWPL. The Shares are duly authorized, validly issued, fully paid, nonassessable and are free and clear of any Lien or other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares, subject only to applicable securities Laws) and were not issued in violation of any preemptive or other similar right.

(b)

There are no (i) outstanding shares of capital stock, equity interests or other securities of SWPL other than the Shares, (ii) outstanding securities of SWPL convertible into, exchangeable or exercisable for shares of capital stock, equity interests or other securities of SWPL, (iii) authorized or outstanding options, warrants or other rights to purchase or acquire from SWPL, or obligations of SWPL to issue, any capital stock, equity interests or other securities, including securities convertible into or exchangeable for capital stock or other securities of SWPL or (iv) authorized or outstanding bonds, debentures, notes or other indebtedness that entitles the holders to vote (or convertible or exercisable for or exchangeable into securities that entitle the holders to vote) with holders of shares, units or interests of SWPL on any matter (the items in clauses (i), (ii), (iii) and (iv) being referred to collectively as the “Company Securities”). There are no outstanding obligations of SWPL to repurchase, redeem or otherwise acquire any Company Securities.

(c)

Except for the Partnership Interest described in Section 4.4 and except for any indirect interest in any NOARK Subsidiary, SWPL does not own, directly or indirectly, any capital stock, equity interests or other securities of any Person and does not have any Subsidiaries.

4.4

Ownership of Partnership Interest

. SWPL has good title to, holds of record and owns beneficially a 25% general partner interest (“ Partnership Interest ”) in NOARK. Except as set forth in the Partnership Agreement, SWPL owns the Partnership Interest free and clear of any Liens or other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such interests, subject only to applicable securities Laws). The Partnership Interest is duly authorized, validly issued, fully paid and nonassessable and was not issued in violation of any preemptive or other similar right.

4.5

Litigation

. As of the date of this Agreement (a) there are no lawsuits or actions before any Governmental Authority pending or, to the Knowledge of Seller, threatened in writing against SWPL that would reasonably be expected to have a Material Adverse Effect on SWPL or on the ability of Seller to perform its obligations under this Agreement and (b) there are no orders or unsatisfied judgments from any Governmental Authority binding upon SWPL that would reasonably be expected to have a Material Adverse Effect on SWPL or on the ability of Seller to perform its obligations under this Agreement.

4.6

SWPL Financial Statement

. Schedule 4.6 sets forth a true and complete copy of the unaudited balance sheet of SWPL as of December 31, 2005 (the “ SWPL Financial Statement ”). The SWPL Financial Statement has been prepared in accordance with GAAP and

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presents fairly in accordance with GAAP, in all material respects, the financial position of SWPL as of such date, except for normal year-end adjustments and the absence of footnotes. Except as disclosed on the SWPL Financial Statement or arising pursuant to the Partnership Agreement or Section 15.2 of the Omnibus Project Agreement, SWPL has no obligation or liability of any kind (whether absolute, accrued, contingent or otherwise).

4.7

SWPL Taxes

. Except as would not reasonably be expected to have a Material Adverse Effect on Buyer, (a) all Tax Returns required to be filed by SWPL have been filed, (b) all Taxes shown as due on such Tax Returns have been paid, (c) there are no Liens on any of the assets of SWPL that arose in connection with any failure to pay any Tax, (d) there is no claim pending by any Governmental Authority in connection with any Tax, (e) no Tax Returns relating to SWPL are under audit or examination by any Governmental Authority, (f) there are no agreements or waivers currently in effect that provide for an extension of time with respect to the filing of any Tax Return or the assessment or collection of any Tax, (g) to the Knowledge of Seller, no written claim has been made by any Governmental Authority in a jurisdiction where SWPL does not file a Tax Return that it is or may be subject to taxation in that jurisdiction, (h) SWPL is not a party to any Tax allocation or sharing arrangement, and (i) SWPL has no liability for the Taxes of any Person under Treas. Reg. section 1.1502-6 (or any similar provision of state, local or foreign Law) as a transferee or successor, by contract or otherwise.

4.8

No Other Business

. Except as contemplated by this Agreement, SWPL (a) has not engaged in any business or other activity since the date of its incorporation, other than (w) subsequent to January 12, 1998, its ownership of the Partnership Interest, (x) prior to January 12, 1998, its operation of NOARK, (y) its participation in NOARK Gas Services Company, an informal general partnership and the filing of the Certificate of Limited Partnership and the Certificate of Cancellation for NOARK Gas Services Company, Limited Partnership and (z) its ownership of Arkansas Western Pipeline Company and Arkansas Western Pipeline L.L.C. (which were merged and contributed to NOARK pursuant to the Omnibus Project Agreement), (b) is not a party to or bound by any Contracts other than (i) as a general partner of NOARK acting together with the other general partners, (ii) Contracts with respect to which all performance and payment obligations have been fully performed or otherwise discharged by all parties thereto or (iii) those Contracts set forth on Schedule 4.8 hereto, and (c) has not taken any action as a general partner of NOARK independent of the other general partner that is binding on NOARK or creates any liability or obligation of NOARK.

4.9

No Breach or Default

. SWPL is not in material breach of or in default under any of the Contracts set forth on Schedule 4.8.

4.10

No Employees

. SWPL does not have any employees.

ARTICLE V
REPRESENTATIONS AND WARRANTIES RELATING TO BUYER

Buyer hereby represents and warrants to Seller as follows:

5.1

Organization of Buyer

. Buyer is a limited partnership, formed, validly existing and in good standing under the laws of Delaware.

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5.2

Authorization; Enforceability

. Buyer has all requisite partnership power and authority to execute and deliver this Agreement and to perform all obligations to be performed by it hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by Buyer, and no other partnership proceeding on the part of Buyer is necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Buyer, and this Agreement constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

5.3

No Conflict; Consents

. Except as would not reasonably be expected to have a Material Adverse Effect on the ability of Buyer to enter into and perform its obligations under this Agreement, the execution and delivery of this Agreement by Buyer and the consummation of the transactions contemplated hereby by Buyer do not and shall not:

(a)

violate any Law applicable to Buyer or require any filing with, consent, approval or authorization of, or, notice to, any Governmental Authority;

(b)

violate any Organizational Document of Buyer; or

(c)

require any filing with or permit, consent or approval of, or the giving of any notice to, any Person.

5.4

Litigation

. As of the date of this Agreement (a) there are no lawsuits or actions before any Governmental Authority pending or threatened in writing against Buyer that would reasonably be expected to have a Material Adverse Effect on the ability of Buyer to perform its obligations under this Agreement and (b) there are no orders or unsatisfied judgments from any Governmental Authority binding upon Buyer that would reasonably be expected to have a Material Adverse Effect on the ability of Buyer to perform its obligations under this Agreement.

5.5

Brokers’ Fees

5.6

Financial Ability

. Buyer has sufficient cash on hand or available through existing revolving credit arrangements (upon delivery of customary closing certificates, legal opinions and similar documents) to fund the consummation of the transactions contemplated by this Agreement and satisfy all other costs and expenses arising in connection therewith.

5.7

Securities Law Compliance

. Buyer (a) is acquiring the Shares for its own account and not with a view to distribution, (b) has sufficient knowledge and experience in financial and business matters so as to be able to evaluate the merits and risk of an investment in the Shares and is able financially to bear the risks thereof, and (c) understands that the Shares will, upon purchase, be characterized as “restricted securities” under state and federal securities laws and that under such laws and applicable regulations the Shares may be resold without registration under such laws only in certain limited circumstances.

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ARTICLE VI
REPRESENTATIONS AND WARRANTIES RELATING TO NOARK FINANCE

Except as disclosed in the Disclosure Schedule, Buyer hereby represents and warrants to Seller that (a) the representations set forth in Sections 6.1 , 6.2 , 6.3 , 6.4 , 6.6 and 6.9 (including the representation and warranty of Buyer in this clause (a), the “ Pass-Through Representations ”) were true and correct in all material respects as of October 31, 2005 (such representation and warranty by Buyer being subject to the limitations set forth in Section 10.2(b)(y)); and (b) the representations set forth in Sections 6.5 , 6.7 and 6.8 are true and correct in all material respects as of the date hereof:

6.1

Organization of NOARK Finance

. NOARK Finance is a limited liability company, duly formed, validly existing and in good standing under the laws of Oklahoma and has the requisite limited liability company power and authority to own or lease its assets and to conduct its business as it is now being conducted.

6.2

Ownership of Membership Interests

. NOARK has good title to, holds of record and owns beneficially 100% of the membership interests in NOARK Finance and is the sole member of NOARK Finance. NOARK owns the Membership Interests free and clear of any Liens or other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such interests, subject only to applicable securities Laws). The Membership Interests are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or other similar right. NOARK Finance does not have any Subsidiaries.

6.3

Litigation; Absence of Certain Changes

. There are no lawsuits or actions before any Governmental Authority pending or, to the Knowledge of Buyer, threatened in writing against NOARK Finance that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on NOARK Finance. Since July 31, 2005, the business of NOARK Finance has been conducted, in all material respects, only in the ordinary course consistent with past practice.

6.4

NOARK Finance Taxes

. Except as would not reasonably be expected to have a Material Adverse Effect on NOARK Finance, (a) all Tax Returns required to be filed by NOARK Finance have been filed, (b) all Taxes shown as due on such Tax Returns have been paid, (c) there are no Liens on any of the assets of NOARK Finance that arose in connection with any failure to pay any Tax, (d) there is no claim pending by any Governmental Authority in connection with any Tax, (e) no Tax Returns are under audit or examination by any Governmental Authority, (f) there are no agreements or waivers currently in effect that provide for an extension of time with respect to the filing of any Tax Return or the assessment or collection of any Tax, (g) to the Knowledge of Buyer, no written claim has been made by any Governmental Authority in a jurisdiction where NOARK Finance does not file a Tax Return that it is or may be subject to taxation in that jurisdiction, (h) NOARK Finance is a disregarded entity for federal income tax purposes and (i) NOARK Finance has collected or withheld and paid over to the appropriate Tax Authority all Taxes it was required to collect or withhold.

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6.5

NOARK Finance Financial Statements

. Schedule 6.5 sets forth a true and complete copy of the annual consolidated financial statements of NOARK Finance as of December 31, 2005, prepared in accordance with GAAP and present fairly in accordance with GAAP and the FERC uniform system of accounts, as applicable, except as noted therein, with notes thereto and a report thereon by Grant Thornton, LLP.

6.6

Contracts

. i) NOARK Finance is not a party to or bound by any Material Contracts other than those set forth on Schedule 6.6 hereto.

(b)

(i) Each Material Contract (other than such Material Contracts with respect to which all performance and payment obligations have been fully performed or otherwise discharged by all parties thereto prior to October 31, 2005), (A) is in full force and effect and (B) represents the legal, valid and binding obligation of NOARK Finance and, to the Knowledge of Buyer, represents the legal, valid and binding obligation of the other parties thereto, in each case enforceable in accordance with its terms and (ii) neither NOARK Finance nor, to the Knowledge of Buyer, any other party is in material breach of any Material Contract, and NOARK Finance has not received any written or, to the Knowledge of Buyer, oral notice of termination or breach of any Material Contract.

6.7

No Other Business

. Since October 31, 2005, NOARK Finance has not (a) engaged in any business or other activity other than acting as the issuer of the NOARK Notes and performing its obligations relating thereto or (b) entered into any Contract.

6.8

No Actions

. (a) To the Knowledge of Buyer, as of the closing under the Enogex SPA, there existed no development, event or circumstance causing any of the Pass-Through Representations not to be true and correct in all material respects as of such closing, (b) since October 31, 2005, to the Knowledge of Buyer, no development, event or circumstance has occurred or exists, the effect of which is to cause any of the Pass-Through Representations not to be true and correct in all material respects as of the date hereof, and (c) since October 31, 2006, neither NOARK nor NOARK Finance has taken any action, the effect of which is to cause any of the Pass-Through Representations not to be true and correct in all material respects as of the date hereof.

6.9

No Employees

. NOARK Finance does not have and has never had any employees.

ARTICLE VII
COVENANTS

7.1

Conduct of Business

. From the date of this Agreement through the Closing, Seller and Buyer shall cause NOARK and the NOARK Subsidiaries to operate their respective businesses in the ordinary course of business consistent with past practice and, without limiting the generality or effect of the foregoing, (a) Seller and Buyer (i) will use their Reasonable Efforts to cause each of the members of the NOARK Group to preserve intact its business and its relationships with customers, suppliers and others having business relationships with the NOARK Group, in each case in all material respects, and (ii) will cause NOARK to take all actions necessary to effect the transactions contemplated by this Agreement, (b) Seller will not

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enter into any Contract, incur any obligation or liability, or take any other action, in its capacity as a general partner of NOARK, other than, with the approval of Buyer, amending and restating NOARK Finance’s operating agreement in order to permit the transfer of the Membership Interests, and (c) Buyer will cause Atlas Arkansas Pipeline LLC not to enter into any Contract, incur any liability, or take any other action, in its capacity as a general partner of NOARK, that would be binding on NOARK Finance other than, with the approval of Seller, amending and restating NOARK Finance’s operating agreement in order to permit the transfer of the Membership Interests.

7.2

Access

(a)

From the date hereof through the Closing, each Party shall afford to the other Party and its authorized Representatives reasonable access, during normal business hours and in such manner as not to unreasonably interfere with normal operation of the business, to the properties, books, contracts and records of SWPL or NOARK Finance, as the case may be, and shall furnish such authorized Representatives with all financial and operating data and other information concerning the affairs of SWPL or NOARK Finance, as the case may be, as such Party and such Representatives may reasonably request. Each Party providing access shall have the right to have a Representative present at all times during any such inspections, interviews and examinations. Additionally, each party provided access shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement

(b)

Buyer shall indemnify the Seller Indemnified Parties and their Representatives, and save them harmless, effective as and from the date hereof, from and against any claims, demands, actions, causes of action, damages, losses, costs, liabilities, or expenses that they or any of them may suffer or incur, or that may be made or brought against any of them, as a result of, in respect of, or arising out of any injury to the person or property of Buyer or its Representatives as a result of, or in connection with any site visits or inspections of the assets or properties of any Seller Indemnified Party. THE INDEMNIFICATION PROVISIONS IN THIS SECTION 7.2 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED UPON THE PERSON SEEKING INDEMNIFICATION.

(c)

From and after the Closing Date, each Party shall, and shall cause its Affiliates and its and their respective Representatives to, keep confidential and not disclose all information relating to the other Party, its Subsidiaries and Affiliates (for the avoidance of doubt, for purposes of this provision, (x) SWPL is an Affiliate of Buyer and not Seller, and (y) NOARK Finance is an Affiliate of Seller and not Buyer) or any of their respective businesses or assets (the “ Restricted Information ”). The obligation to keep such Restricted Information confidential shall continue indefinitely from the Closing Date and shall not apply to any information that (i) is in the public domain, (ii) is published or otherwise becomes part of the public domain through no fault of the Person

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possessing Restricted Information concerning the other Party, any of its Affiliates or any of their respective Representatives or (iii) becomes available to the Person possessing Restricted Information concerning the other Party, any of its Affiliates or any of their respective Representatives on a non-confidential basis from a source that did not acquire such information (directly or indirectly) from either Party or any of their respective Affiliates or Representatives on a confidential basis. Notwithstanding the foregoing, a Party (and its Affiliates) may make disclosures required by Law and in connection with disputes hereunder or other legal proceedings; provided, however , that such Party (or its Affiliate), to the extent practicable, shall provide the other Party with prompt notice thereof so that the other Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 7.2(c) . In the event that such protective order or other remedy is not obtained or the other Party waives compliance with the provisions of this Section 7.2(c) , the disclosing Party shall or shall cause the Person required to disclose such Restricted Information to furnish only that portion of the information that such Person is legally required, and, to the extent practicable, the disclosing party shall exercise its Reasonable Efforts to obtain reliable assurance that confidential treatment is accorded the Restricted Information so furnished.

7.3

Marks

(a)

Buyer shall obtain no right, title, interest, license or any other right whatsoever to use the word “Southwestern Energy,” “Southwestern Energy Pipeline Company” or “SWPL” or any trademarks containing or comprising the foregoing, or any trademark confusingly similar thereto or dilutive thereof (collectively, the “ Seller Marks ”). From and after the Closing, Buyer agrees that it shall (i) cause SWPL to change its name, and will cease to use the name “Southwestern Energy Pipeline Company” or any other name used by SWPL or any derivative or abbreviation thereof in any manner, or any name similar to any of the foregoing names, (ii) cause SWPL and NOARK to cease using the Seller Marks in any manner, directly or indirectly, and (iii) remove, strike over or otherwise obliterate all Seller Marks from all assets and all other materials owned, possessed or used by the NOARK Group.

(b)

Seller shall obtain no right, title, interest, license or any other right whatsoever to use the word “NOARK” or any trademarks containing or comprising the foregoing, or any trademark confusingly similar thereto or dilutive thereof (collectively, the “ NOARK Marks ”). From and after the Closing, Seller agrees that it shall (a) cause NOARK Finance to change its name, and will cease to use the name “NOARK” or any other name used by NOARK or any derivative or abbreviation thereof in any manner, or any name similar to any of the foregoing names, (b) cause NOARK Finance to cease using the NOARK Marks in any manner, directly or indirectly, and (c) remove, strike over or otherwise obliterate all NOARK Marks from all assets and all other materials owned, possessed or used by NOARK Finance or Seller or its Affiliates.

(c)

The Parties agree, because damages would be an inadequate remedy, that a Party seeking to enforce this Section 7.3 shall be entitled to seek specific performance and injunctive relief as remedies for any breach thereof in addition to other remedies

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available at law or in equity. This covenant shall survive indefinitely without limitation as to time.

7.4

Books and Records; Access

. From and after the Closing:

(a)

Seller and its respective Affiliates shall deliver to Buyer at Closing all NOARK Group Documents in its possession, if any, but Seller may retain a copy of any or all NOARK Group Documents. Buyer shall deliver to Seller at Closing all books and records in its possession relating to the business or operations of NOARK Finance on or before the Closing Date (the “ NOARK Finance Documents ”), but Buyer may retain a copy of any or all of the NOARK Finance Documents. Seller shall deliver to Buyer at Closing all books and records in possession that relate to the business or operations of SWPL (the “ SWPL Documents ”), but Seller may retain a copy of any or all of such SWPL Documents.

(b)

Buyer shall preserve and keep a copy of the NOARK Group Documents that are or come into Buyer’s possession, and Seller shall preserve and keep a copy of the SWPL Documents and NOARK Finance Documents that are or come into Seller’s possession, for a period of at least seven years after the Closing Date (the “ Retention Period ”). After the expiration of the Retention Period, before Buyer shall dispose of any NOARK Group Documents or Seller shall dispose of any SWPL Documents or NOARK Finance Documents, as applicable, it shall give the other Party at least 90 days’ prior notice to such effect, and the other Party shall be given an opportunity, at its cost and expense, to remove and retain all or any such documents as it may select. Each Party shall provide to the other Party, at no cost or expense to the other Party, full access to the applicable documents as remain in its possession and full access to its properties and employees in connection with matters relating to the business or operations of SWPL, NOARK Finance or the NOARK Group, as applicable, on or before the Closing Date and any disputes relating to this Agreement.

7.5

Director and Officer Indemnification

. For a period of not less than six years after the Closing Date, Buyer shall cause the Organizational Documents of SWPL and NOARK, and Seller shall cause the Organizational Documents of NOARK Finance, to continue to include the same provisions concerning the exculpation, indemnification, advancement of expenses to and holding harmless of, all past and present employees, officers, agents and directors of such entity for acts or omissions occurring at or prior to the Closing as are contained in such documents as of the date of execution of this Agreement, and Buyer shall cause SWPL and NOARK to jointly and severally honor, and Seller shall cause NOARK Finance to honor, all such provisions, including making any indemnification payments and expense advancements thereunder. If any indemnifiable claim is asserted or made within such six-year period, all rights to indemnification and advancement of expenses in respect of such claim shall continue to the extent currently permitted under the relevant entity’s Organizational Documents until such claim is disposed of or all orders in connection with such claim are fully satisfied.

7.6

No Distributions

. Seller acknowledges and agrees that notwithstanding any provision of the Partnership Agreement or SWPL’s Organizational Documents to the contrary, Seller shall not be entitled to any distribution, dividend or other payment on account of SWPL’s

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ownership of the Partnership Interests or Seller’s ownership of the Shares for any period prior to, on or after the Closing Date, except for any such distributions, dividends or other payments that have been made prior to the date hereof.

7.7

Conversion into Single-Member Limited Liability Company

. At least one Business Day prior to the Closing, SWPL shall be merged with and into an Arkansas single-member limited liability company (the “ Ark. LLC ”) pursuant to state law (the “ SWPL Merger ”) and all formation and merger documents and instruments shall be in form and substance mutually satisfactory to Seller and Buyer in their respective reasonable judgments; provided, however , that such documents shall provide that the Ark. LLC’s name shall be “Mid-Continent Arkansas Pipeline, LLC” or, if such name is not available, another name designated by Buyer at least five Business Days prior to the Closing Date that is consistent with the provisions of Section 7.4 ; provided further that if Buyer fails to timely designate the name for the Ark. LLC, then Seller may choose a name that complies with the provisions of Section 7.4 . Upon the merger of SWPL with and into the Ark. LLC and thereafter, neither Seller nor any of its Affiliates will make an election or take any action resulting in the Ark. LLC being treated as anything other than an entity disregarded from its owner for federal income tax purposes, and Seller and its Affiliates will file all federal income Tax Returns in a manner consistent with such disregarded entity status. All references in this Agreement to SWPL and the Shares shall thereafter refer to the Ark. LLC and to 100% of the membership interests in the Ark. LLC, respectively.

ARTICLE VIII
TAX MATTERS

8.1

Responsibility for Filing Tax Returns and Paying Taxes

. Seller shall file all Tax Returns required to be filed by or with respect to SWPL for Pre-Closing Tax Periods. Without limiting the generality of the foregoing, Seller shall cause SWPL’s federal taxable income for all Pre-Closing Tax Periods to be included on the consolidated federal income Tax Returns that includes Seller and Seller shall be responsible for all Taxes attributable to such income. Liability for Taxes for any Tax period that includes but does not end on the Closing Date (a “ Straddle Period ”) shall be apportioned on a closing of the books basis. Buyer and Seller shall each provide the other with all information reasonably necessary to prepare Tax returns in accordance with this Section 8.1 .

8.2

Responsibility for Tax Audits and Contests

. Seller shall control any audit or contest relating the Tax liability of SWPL with respect to a Pre-Closing Tax Period and Buyer shall control any other audit or contest. Neither Buyer nor Seller shall settle any audit or contest in a way that would adversely affect the other Party without the other Party’s written consent, which the other Party shall not unreasonably withhold. Buyer and Seller shall each provide the other with all information reasonably necessary to conduct an audit or contest with respect to Taxes.

8.3

Tax Sharing Agreements

. Any Tax sharing agreement between Seller and SWPL, Buyer, NOARK Finance and/or the NOARK Group shall be terminated as of the Closing Date and shall have no further effect with respect to any Pre-Closing Tax Period or Post-Closing Tax Period.

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8.4

Tax Refunds

. Seller shall be entitled to any refund of Taxes paid with respect to a Pre-Closing Tax Period. Buyer shall be entitled to any refund of Taxes paid with respect to a Post-Closing Tax Period. Refunds for a Straddle Period shall be apportioned based on the Taxes that were paid by or on behalf of Buyer or Seller. If a Party receives a refund to which the other Party is entitled, the Party receiving the refund shall pay it to the Party entitled to the refund within two Business Days after receipt.

8.5

Transfer Taxes

. Buyer shall be responsible for and indemnify Seller against any state or local transfer, sales, use, stamp, registration or other similar Taxes resulting from the conveyance of the Shares, and Seller shall be responsible for and indemnify Buyer against any state or local transfer, sales, use, stamp, registration or other similar Taxes resulting from the conveyance of the Membership Interests.

8.6

Disputes over Tax Provisions

. If the Parties are unable to resolve any disagreement between them with respect to the application of this Article VIII , then each Party shall deliver simultaneously to KPMG LLP (or if such firm is unwilling or unable to serve, another nationally recognized accounting firm mutually agreed on by the Parties; the accounting firm ultimately chosen, the “ Accountants ”)) a notice setting forth in reasonable detail the particulars of such disagreement (“ Objection Notice ”) and the applicable Tax Return (each a “ Submission ”) within five days of retaining the Accountants (the “ Submission Deadline ”). The Parties shall instruct the Accountants to (a) determine whether Buyer’s Submission or the Seller’s Submission is most accurate ( i.e. , the Accountants will only have authority to select one of the two Submissions), and (b) to deliver its written determination of the selected Submission to Seller and Buyer no later than the 20th day after the Submission Deadline. The fees and disbursements of the Accountants shall be paid by the party whose Submission is not selected by the Accountants. The determination of the Accountant shall be final, binding and conclusive for all purposes hereunder.

8.7

Tax Treatment

. Buyer and Seller agree that, for U.S. federal income tax purposes, they intend for the transfer of the Membership Interests to Seller to be treated as a capital contribution by Seller to NOARK of the outstanding principal amount of the NOARK Notes, and they shall not take any position on any Tax Return inconsistent with such treatment, except as otherwise required by Law.

ARTICLE IX
CONDITIONS TO CLOSING

9.1

Conditions to Obligations of Buyer

. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Buyer:

(a)

Representations, Warranties and Covenants of Seller . (i) Each of the representations and warranties of Seller made in this Agreement will be true and correct as of the date of this Agreement and as of the Closing (as if made anew at and as of the Closing), except where the breach of a representation or warranty (individually or when aggregated with any other breaches of representations and warranties) would not reasonably be expected to have a Material Adverse Effect; (ii) Seller shall have

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performed or complied in all material respects with all of the covenants and agreements required by this Agreement to be performed or complied with by Seller on or before the Closing; and (iii) Seller shall have delivered to Buyer a certificate, dated the Closing Date, certifying that the conditions specified in this Section 9.1(a) have been fulfilled;

(b)

SWPL Merger and Assignment of Membership Interests . The SWPL Merger shall have been effected and Seller shall have delivered to Buyer an assignment of membership interests reasonably acceptable to Buyer and duly executed by Seller;

(c)

Resignations of Officers and Directors . The resignations (or evidence of removal) of each officer or director of SWPL, and each member of the Management Committee of NOARK designated by SWPL, in each case effective as of the Closing;

(d)

Cancellation of Intercompany Notes . All intercompany notes between NOARK and NOARK Finance shall have been cancelled;

(e)

Other Deliveries . Seller shall have delivered such other certificates, instruments of conveyance, and documents as may be reasonably requested by Buyer and agreed to by Seller prior to the Closing Date to carry out the intent and purposes of this Agreement;

(f)

No Injunction . No provision of any applicable Law and no order will be in effect that will prohibit or restrict the consummation of the Closing; and

(g)

No Proceedings . No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing or seeking Losses from Buyer incident to this Agreement or the transactions contemplated hereby, will have been instituted by any Person before any Governmental Authority and be pending.

9.2

Conditions to Obligations of Seller

. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Seller:

(a)

Representations, Warranties and Covenants of Buyer . (i) Each of the representations and warranties of Buyer made in this Agreement will be true and correct in all respects as of the date of this Agreement and as of the Closing (as if made anew at and as of the Closing), except where the accuracy of a representation or warranty (individually or when aggregated with any other breaches of representations and warranties) would not reasonably be expected to have a Material Adverse Effect; (ii) Buyer shall have performed or complied in all material respects with all of the covenants and agreements required by this Agreement to be performed or complied with by Buyer on or before the Closing; and (iii) Buyer shall have delivered to Seller a certificate, dated the Closing Date, certifying that the conditions specified in this Section 9.2(a) have been fulfilled;

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(b)

Assignment of Membership Interests . Buyer shall have delivered to Seller an assignment of the Membership Interests reasonably acceptable to Seller and duly executed by Buyer;

(c)

Resignations of Officers, Director and Managing Members . The resignations (or evidence of removal) of each officer, director or managing member of NOARK Finance effective as of the Closing;

(d)

Closing Purchase Price . Buyer shall have delivered the Closing Purchase Price pursuant to Section 2.2 ;

(e)

Other Deliveries . Buyer shall have delivered such other certificates, instruments, and documents as may be reasonably requested by Seller and agreed to by Buyer prior to the Closing Date to carry out the intent and purposes of this Agreement;

(f)

No Injunction . No provision of any applicable Law and no order will be in effect that will prohibit or restrict the consummation of the Closing; and

(g)

No Proceedings . No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing or seeking Losses from Seller incident to this Agreement or the transactions contemplated hereby, will have been instituted by any Person before any Governmental Authority and be pending.

ARTICLE X
INDEMNIFICATION

10.1

Survival

. The representations and warranties in this Agreement and all covenants contained in this Agreement shall survive the Closing until 12 months after the Closing Date, except that (a) the representations and warranties in Section 3.1 (Organization of Seller), Section 3.6 (Brokers’ Fees), Section 5.1 (Organization of Buyer), and Section 5.5 (Brokers’ Fees) shall survive until the fifth anniversary of the Closing Date; (b) the representations and warranties in Section 3.2 (Authorization; Enforceability), Section 3.4 (Ownership of Shares), Section 4.1 (Organization of SWPL), Section 4.3 (Capitalization), Section 4.4 (Ownership of Partnership Interest), Section 4.8 (No Other Business), Section 4.9 (No Breach or Default), Section 5.2 (Authorization; Enforceability), Section 6.1 (Organization of NOARK Finance), Section 6.2 (Ownership of Membership Interests), Section 6.7 (No Other Business) and Section 6.8 (No Action) shall survive indefinitely; (c) the representations and warranties in Section 4.7 (SWPL Taxes) and Section 6.4 (NOARK Finance Taxes) shall survive until 30 days after the expiration of the applicable statute of limitations, (d) the representations in Sections 6.3 , 6.6 and 6.9 shall survive until October 31, 2006; and (e) the representations and warranties and certifications contained in the certificates delivered under Section 9.1(a) and Section 9.2(a) will survive for the same duration that the representations and warranties to which they are applicable survive. Notwithstanding the preceding sentence, any representation or warranty in respect of which indemnity may be sought under this Agreement will survive the time at which it would otherwise terminate pursuant to the preceding sentence if written notice of the inaccuracy or breach thereof giving rise to such right of indemnity has been given to the Party against whom such

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indemnification may be sought prior to such time; provided that such right of indemnity shall continue to survive and shall remain a basis for indemnification hereunder only until the related claim for indemnification is resolved or disposed of in accordance with the terms of this Article X .

10.2

Indemnification

(a)

From and after the Closing, Seller will indemnify, defend and hold harmless Buyer and its officers, members, directors, employees and Affiliates (the “ Buyer Indemnified Parties ”) against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys’ and consultants’ fees and expenses) (“ Losses ”) incurred or suffered as a result of, relating to or arising out of (i) any failure of any representation or warranty made by Seller in this Agreement or any closing certificate delivered pursuant to Section 9.1(a) to be true and correct as of the Closing (as if made anew at and as of the Closing); provided, however , that for purposes of determining under this Section 10.2 whether a representation or warranty is true and correct and the amount of Losses incurred or suffered, any reference to “materiality” or “Material Adverse Effect” in such representation or warranty shall be disregarded, (ii) the breach of any covenant or agreement made or to be performed by Seller pursuant to this Agreement, (iii) the operation of the business of NOARK Finance following the Closing, (iv) the portion of the NOARK Notes guaranteed by the Seller or its Affiliate, and (v) the indemnity by SWPL set forth in Section 15.2 of the Omnibus Project Agreement. Notwithstanding anything herein to the contrary, Seller will not be liable under Section 10.2(a)(i) (x) except to the extent the aggregate amount of Losses exceeds $875,000 or (y) for Losses in excess of 20% of the Purchase Price; provided, however , that the limitation in clause (x) shall not apply to any breach of representation or warranty set forth in Section 3.6, and the limitation in clause (y) shall not apply to any breach of representation or warranty set forth in Section 3.1, 3.2, 3.4, 3.6, 4.1, 4.3, 4.4, 4.6 or 4.7.

(b)

From and after the Closing, Buyer will indemnify, defend and hold harmless Seller and its officers, members, directors, employees and Affiliates (the “Seller Indemnified Parties”) against any and all Losses incurred or suffered as a result of, relating to or arising out of (i) the failure of any of the Pass-Through Representations to be true and correct as of October 31, 2005; (ii) any failure of any representation or warranty (other than the Pass-Through Representations) made by Buyer in this Agreement or any closing certificate delivered pursuant to Section 9.2(a) to be true and correct as of the Closing (as if made anew at and as of the Closing), (iii) the breach of any covenant or agreement made or to be performed by Buyer pursuant to this Agreement, (iv) the operation of the business of the NOARK Group since October 31, 2005, including, without limitation, any involvement whatsoever by NOARK or the NOARK Subsidiaries in any well-head measurement cases arising after such date or with respect to which any member of the NOARK Group becomes subject after such date and (v) the operation of the business of SWPL following the Closing. Notwithstanding anything herein to the contrary, (x) Buyer will not be liable under Section 10.2(b)(ii) (A) except to the extent the aggregate amount of Losses exceeds $875,000 or (B) for Losses in excess of 20% of the Purchase Price; provided, however , that the limitation in clause (A) shall not apply to any breach of representation or warranty set forth in Sections 5.5 or 6.7 , and

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the limitation in clause (B) shall not apply to any breach of representation or warranty set forth in Section 5.1 , 5.2 , 5.5 , or 6.7 and (y) Buyer shall only be liable under Section 10.2(b)(i) to the extent it recovers amounts attributable to a breach of the Pass-Through Representations from Enogex, Inc. (“ Enogex ”) under the Stock Purchase Agreement dated as of September 21, 2005 (the “ Enogex SPA ”); provided, however , that Buyer shall be obligated hereunder to assert under the Enogex SPA, on its own behalf, any claims of Seller under Section 10.2(b)(i) in accordance with the following procedures: (A) Seller must provide notice to Buyer of such breach at least five (5) Business Days prior to the expiration of the applicable survival period under Section 10.1 , (B) Buyer shall in good faith and in full cooperation with Seller, utilizing counsel reasonably satisfactory to both Buyer and Seller, pursue a claim against Enogex under the Enogex SPA mirroring Seller’s claim hereunder at Seller’s sole cost and expense (or, if Buyer has additional claims against Enogex under the Enogex SPA, such costs and expenses shall be split between Seller and Buyer on a pro rata basis in accordance with the amounts of the respective claims), (C) if Buyer has multiple claims against Enogex under the Enogex SPA, the deductible and cap amounts set forth in the Enogex SPA shall be allocated among the claims pro rata based on the amounts for which Enogex is found liable with respect to each claim; and (D) any settlement shall be subject to the reasonable approval of both Parties, and the proceeds of any such settlement shall be allocated between the Parties in good faith.

(c)

THE INDEMNIFICATION PROVISIONS IN THIS ARTICLE X SHALL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED UPON THE PERSON SEEKING INDEMNIFICATION.

10.3

Procedures

. Claims for indemnification under this Agreement shall be asserted and resolved as follows:

(a)

If any Person who or which is entitled to seek indemnification under Section 10.2 (an “ Indemnified Party ”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“ Third Party Claim ”) in respect of any matter that is subject to indemnification under Section 10.2 , the Indemnified Party shall promptly (i) notify the party against whom indemnification is sought (the “ Indemnifying Party ”) of the Third Party Claim and (ii) transmit to the Indemnifying Party a written notice (“ Claim Notice ”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission.

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(b)

The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Article X ), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 10.3(b) . The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.3(b) , and the Indemnified Party shall bear its own costs and expenses with respect to such participation.

(c)

If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.3(b) , then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however , that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.3(c) , and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.

(d)

Any claim by an Indemnified Party on account of Losses that does not result from a Third Party Claim (a “ Direct Claim ”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later

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than 30 days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of five Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such five Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

(e)

Any indemnification payment made pursuant to this Agreement shall be net of any insurance proceeds realized by and paid to the Indemnified Party in respect of such claim, and the amount of any Loss shall take into account any net Tax benefits attributable to the circumstance or event giving rise to such Loss.

10.4

Waiver of Other Representations

(a)

EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NO PARTY NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE MEMBERS OF THE NOARK GROUP, THEIR RESPECTIVE BUSINESSES OR ANY OF THEIR ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO NOARK AND THE NOARK SUBSIDIARIES, AND ANY SUCH OTHER REPRESENTATION AND WARRANTIES ARE HEREBY DISCLAIMED.

(b)

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S DIRECT AND INDIRECT INTERESTS IN THE MEMBERS OF THE NOARK GROUP AND THEIR RESPECTIVE ASSETS, AND BUYER’S DIRECT OR INDIRECT INTEREST IN NOARK FINANCE ARE BEING TRANSFERRED THROUGH THE SALE OF THE SHARES AND THE MEMBERSHIP INTERESTS, RESPECTIVELY, “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER, BUYER AND NOARK EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE MEMBERS OF THE NOARK GROUP AND THEIR RESPECTIVE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF SUCH MEMBERS OF THE NOARK GROUP AND THEIR RESPECTIVE ASSETS.

10.5

Exclusive Remedy and Release

. The indemnification and remedies set forth in this Article X shall, from and after the Closing, constitute the sole and exclusive remedies of the Parties with respect to any breach of representation or warranty or non-performance, partial or total, of any covenant or agreement contained in this Agreement: provided, however , that nothing

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in this Section 10.5 shall prevent either Party from seeking injunctive or equitable relief in pursuit of its indemnification claims under this Article X . Except with respect to claims identified in the previous sentence, each Party hereby waives, releases, acquits and forever discharges the other and NOARK, and their respective officers, directors, partners, employees or agents, or any other person acting on behalf of such other Party (or NOARK), of and from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses, Losses or compensation whatsoever, whether direct or indirect, known or unknown, foreseen or unforeseen, which the first Party now has or may have or which may arise in the future directly or indirectly, including without limitation any of the foregoing that is from or relating to the possession, use, handling, management, disposal, investigation, remediation, cleanup or release of any Constituents of Concern or any Environmental Law applicable thereto.

ARTICLE XI
TERMINATION

11.1

Termination

. At any time prior to the Closing, this Agreement may be terminated and the transactions contemplated hereby abandoned:

(a)

by the mutual consent of Buyer and Seller as evidenced in writing signed by each of Buyer and Seller;

(b)

by Buyer, if there has been a material breach by Seller of any representation, warranty or covenant contained in this Agreement that has prevented the satisfaction of any condition to the obligations of Buyer at the Closing and, if such breach is of a character that it is capable of being cured, such breach has not been cured by Seller within 30 days after written notice thereof from Buyer;

(c)

by Seller, if there has been a material breach by Buyer of any representation, warranty or covenant contained in this Agreement that has prevented the satisfaction of any condition to the obligations of Seller at the Closing and, if such breach is of a character that it is capable of being cured, such breach has not been cured by Buyer within 30 days after written notice thereof from Seller;

(d)

by either Buyer or Seller if any Governmental Authority having competent jurisdiction has issued a final, non-appealable order, decree, ruling or injunction (other than a temporary restraining order) or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; or

(e)

by either Buyer or Seller, if the transactions contemplated hereby have not been consummated by May 15, 2006; provided, however , that neither Buyer nor Seller will be entitled to terminate this Agreement pursuant to this Section 11.1(e) if such Person’s breach of this Agreement has prevented the consummation of the transactions contemplated by this Agreement.

11.2

Effect of Termination

. If this Agreement is terminated under Section 11.1 , all further obligations of the Parties under this Agreement will terminate without further liability or obligation of either Party to the other Parties hereunder; provided, however , that no Party will be

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released from liability hereunder if this Agreement is terminated and the transactions abandoned by reason of (a) failure of such Party to have performed its material obligations under this Agreement or (b) any material misrepresentation made by such Party of any matter set forth in this Agreement. Nothing in this Section 11.2 will relieve any Party to this Agreement of liability for breach of this Agreement occurring prior to any termination, or for breach of any provision of this Agreement that specifically survives termination hereunder. The Confidentiality Agreement shall not be affected by a termination of this Agreement.

ARTICLE XII
MISCELLANEOUS

12.1

Notices

. All notices and other communications between the Parties shall be in writing and shall be deemed to have been duly given when (i) delivered in person, (ii) five days after posting in the United States mail having been sent registered or certified mail return receipt requested or (iii) delivered by telecopy and promptly confirmed by delivery in person or post as aforesaid in each case, with postage prepaid, addressed as follows:

(a)

If to Buyer, to:

Atlas Pipeline Partners, L.P.

1845 Walnut Street, Suite 1000

Philadelphia, PA 19103

Fax: (215) 546-4785

Attn: Michael Staines

with a copy to:

Vinson & Elkins L.L.P.

1001 Fannin St., Suite 2300

Houston, TX 77002

Fax: (713) 615-5649

Attention: Douglas S. Bland, Esq.

(b)

If to Seller, to:

Southwestern Energy Company

2350 N. Sam Houston Parkway East, Suite 300

Houston, Texas 77032

Fax: (281) 618-4820

Attn: General Counsel

with a copy to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Fax: (212) 225-3999

Attention: Stephen H. Shalen

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or to such other address or addresses as the Parties may from time to time designate in writing.

12.2

Assignment

. No Party shall assign this Agreement or any part hereof without the prior written consent of the other Party. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns; provided, however , that Buyer shall have the right to designate one or more Affiliates to take title to the Shares, but no such designation shall diminish or otherwise affect any of Buyer’s obligations under this Agreement.

12.3

Rights of Third Parties

. Except for the provisions of Section 7.2(b) and Article X , which are intended to be enforceable by the Persons respectively referred to therein, nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the Parties, any right or remedies under or by reason of this Agreement.

12.4

Expenses

. Except as otherwise expressly provided herein, each Party shall bear its own expenses incurred in connection with this Agreement and the transactions contemplated hereby whether or not such transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants.

12.5

Counterparts

. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any facsimile copies hereof or signature hereon shall, for all purposes, be deemed originals.

12.6

Entire Agreement

. This Agreement (together with the Disclosure Schedule and exhibits to this Agreement) and the Confidentiality Agreement constitute the entire agreement among the Parties and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties or any of their respective Affiliates relating to the transactions contemplated hereby.

12.7

Disclosure Schedule

. Unless the context otherwise requires, all capitalized terms used in the Disclosure Schedule shall have the respective meanings assigned in this Agreement. No reference to or disclosure of any item or other matter in the Disclosure Schedule shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule. No disclosure in the Disclosure Schedule relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each disclosure in the Disclosure Schedule shall be deemed to qualify all representations and warranties of Seller notwithstanding the lack of a specific cross-reference.

12.8

Acknowledgment by Buyer

. BUYER HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY FROM SELLER OR ANY OF ITS RESPECTIVE AFFILIATES, EXCEPT AS SET FORTH IN THIS AGREEMENT.

12.9

Amendments

. This Agreement may be amended or modified in whole or in part, and terms and conditions may be waived, only by a duly authorized agreement in writing which makes reference to this Agreement executed by each Party.

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12.10

Publicity

. All press releases or other public communications of any nature whatsoever relating to the transactions contemplated by this Agreement, and the method of the release for publication thereof, shall be subject to the prior written consent of Buyer and Seller, which consent shall not be unreasonably withheld, conditioned or delayed by such Party; provided, however , that nothing herein shall prevent a Party from publishing such press releases or other public communications as is necessary to satisfy such Party’s obligations at Law or under the rules of any stock or commodities exchange after consultation with the other Party.

12.11

Severability

. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties to the greatest extent legally permissible.

12.12

Governing Law; Jurisdiction

(a)

This Agreement shall be governed and construed in accordance with the Laws of the State of Texas, without regard to the Laws that might be applicable under conflicts of laws principles.

(b)

The Parties agree that the appropriate, exclusive and convenient forum for any disputes between any of the Parties hereto arising out of this Agreement or the transactions contemplated hereby shall be in any state or federal court in Harris County, Texas, and each of the Parties hereto irrevocably submits to the jurisdiction of such courts solely in respect of any legal proceeding arising out of or related to this Agreement. The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above specified courts. The Parties further agree, to the extent permitted by Law, that a final and nonappealable judgment against a Party in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment. Except to the extent that a different determination or finding is mandated due to the applicable law being that of a different jurisdiction, the Parties agree that all judicial determinations or findings by a state or federal court in Texas with respect to any matter under this Agreement shall be binding.

(c)

To the extent that any Party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal jurisdiction of any court described in Section 12.12(b) .

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IN WITNESS WHEREOF this Agreement has been duly executed and delivered by each Party as of the date first above written.

SELLER:

SOUTHWESTERN ENERGY COMPANY

By: /s/ Greg D. Kerley

Name: Greg D. Kerley
Title: Executive Vice President & Chief Financial Officer

BUYER:

ATLAS PIPELINE PARTNERS, L.P.

By: Atlas Pipeline Partners GP, LLC,
its General Partner

By: /s/ Michael Staines

Name: Michael Staines
Title: President

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Disclosure Schedule - 1

[SWNLOGO.GIF]

2350 N. Sam Houston Parkway East

Suite 300

Houston, Texas 77032

(281) 618-4700 Fax: (281) 618-4820

NEWS RELEASE

SOUTHWESTERN ENERGY ANNOUNCES SALE OF 25% INTEREST IN

THE NOARK PIPELINE SYSTEM

Houston, Texas – May 1, 2006...Southwestern Energy Company (NYSE: SWN) today announced that it has entered into an agreement to sell its 25% minority interest in the NOARK Pipeline System, Limited Partnership (“NOARK”) to Atlas Pipeline Partners, L.P. (NYSE: APL). The company will realize gross proceeds of $69.0 million from the sale of the company’s interest in NOARK. In connection with the sale, Southwestern will directly assume $39.0 million of partnership debt related to its ownership interest in NOARK and for which it is also the sole guarantor. The transaction is expected to close in the second quarter.

NOARK owns Ozark Gas Transmission, L.L.C. (“OGT”), which operates a FERC-regulated interstate pipeline extending from eastern Oklahoma through central and northeastern Arkansas and into Missouri as well as Ozark Gas Gathering, L.L.C., which is an unregulated gas gathering pipeline in Oklahoma and Arkansas. In April 2006, Southwestern’s Midstream operations entered into a three-year firm transportation arrangement with OGT to transport volumes increasing to 175,000 MMBtu per day in the later stages of the contract.

“We are very pleased with the sale of our minority interest in NOARK and plan to utilize the sale proceeds to help fund our 2006 capital investment program,” stated Harold M. Korell, President and Chief Executive Officer of Southwestern Energy.

Southwestern Energy Company is an integrated natural gas company whose wholly-owned subsidiaries are engaged in oil and gas exploration and production, natural gas gathering, marketing, and natural gas distribution. Additional information on the company can be found on the Internet at http://www.swn.com .

Contacts:

Greg D. Kerley

Brad D. Sylvester, CFA

Executive Vice President

Manager, Investor Relations

and Chief Financial Officer

(281) 618-4897

(281) 618-4803

All statements, other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements that address activities, outcomes and other matters that should or may occur in the future, including, without limitation, statements regarding the financial position, business strategy, production and reserve growth and other plans and objectives for the company’s future operations, are forward-looking statements. Although the company

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believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The company has no obligation and makes no undertaking to publicly update or revise any forward-looking statements. You should not place undue reliance on forward-looking statements. They are subject to known and unknown risks, uncertainties and other factors that may affect the company’s operations, markets, products, services and prices and cause its actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition to any assumptions and other factors referred to specifically in connection with forward-looking statements, risks, uncertainties and factors that could cause the company’s actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to: the timing and extent of changes in commodity prices for natural gas and oil; the timing and extent of the company’s success in discovering, developing, producing and estimating reserves; the extent to which the Fayetteville Shale play can replicate the results of other productive shale gas plays; the potential for significant variability in reservoir characteristics of the Fayetteville Shale over such a large acreage position; the extent of the company’s success in drilling and completing horizontal wells; the company’s ability to determine the most effective and economic fracture stimulation for the Fayetteville Shale formation; the company’s lack of experience owning and operating drilling rigs; the company’s ability to fund its planned capital expenditures; future property acquisition or divestiture activities; the effects of weather and regulation on the company’s gas distribution segment; increased competition; the impact of federal, state and local government regulation; the financial impact of accounting regulations and critical accounting policies; changing market conditions and prices (including regional basis differentials); the comparative cost of alternative fuels; conditions in capital markets and changes in interest rates; the availability of oil field personnel, services, drilling rigs and other equipment; and any other factors listed in the reports we have filed and may file with the Securities and Exchange Commission (SEC). For additional information with respect to certain of these and other factors, see reports filed by the company with the SEC. The company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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