SWN » Topics » ARTICLE IV SUCCESSOR COMPANY

This excerpt taken from the SWN 8-K filed Jan 17, 2008.

ARTICLE IV

SUCCESSOR COMPANY

Section 4.1.

Merger, Consolidation or Sale of Assets.  The Company shall not consolidate with or merge into any other Person or sell, lease or transfer all or substantially all of its assets (determined on a consolidated basis), unless:

(a)

either (i) in the case of a merger or consolidation, the Company shall be the continuing or surviving Person or (ii) the Person formed by such consolidation or into which the Company is merged or the Person which acquires the Company’s assets is a Person organized in the United States of America (including any state or the District of Columbia) and expressly assumes by supplemental indenture the due and punctual payment of the principal of and interest on the Notes and the performance of every covenant of this Indenture on the Company’s part;

(b)

immediately after giving effect to such transaction, no Event of Default, and no Default, shall have happened and be continuing; and

(c)

the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, sale, lease or transfer and the related supplemental indenture, if applicable, comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 4.2.

Successor Company Substituted.  Upon such consolidation, merger or sale, the successor Person formed by such consolidation or into which the Company is merged or to which such sale is made (each a “Successor Company”) shall succeed to, and be substituted for the Company (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall instead refer to the successor Person and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and the predecessor person shall be released from all obligations and covenants under this Indenture and the Notes.

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