0000007332-06-000071 Sample Contracts

FORM OF SECOND AMENDED AND RESTATED INDEMNITY AGREEMENT
Indemnity Agreement • June 30th, 2006 • Southwestern Energy Co • Crude petroleum & natural gas • Delaware

This Second Amended and Restated Indemnity Agreement (this “Agreement”) dated June 30, 2006 among Southwestern Energy Company (the “Company”) and each of its wholly-owned Subsidiaries that are identified on the signature page hereof (collectively, the “Subsidiaries”), with offices located in Houston, Texas and Fayetteville, Arkansas, and ____________ (the “Indemnitee”).

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FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • June 30th, 2006 • Southwestern Energy Co • Crude petroleum & natural gas

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) executed as of June 30, 2006 by and among Southwestern Energy Company, an Arkansas corporation (the “Company”), between the Company and The First National Bank of Chicago, as trustee (the “Indenture”), and (ii) execution and delivery by Southwestern and the Company of the First Supplemental Indenture (“Supplemental Indenture”), dated as of June 30, 2006, by and among Southwestern, the Company, and J.P. Morgan Trust Company, N.A. (as successor to The First National Bank of Chicago), as Trustee (the “Trustee”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in that certain the Company and The First National Bank of Chicago, dated as of December 1, 1995 (the “Indenture”) between the Company and the Trustee.

FIRST AMENDMENT AND CONSENT
First Amendment and Consent • June 30th, 2006 • Southwestern Energy Co • Crude petroleum & natural gas

THIS FIRST AMENDMENT AND CONSENT (this “Amendment”) dated as of June 29, 2006 amends the Amended and Restated Credit Agreement dated as of January 4, 2005 (the “Credit Agreement”) among SOUTHWESTERN ENERGY COMPANY, various Lenders and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement.

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