exhibit415oge.htm


     

    
      
        	
                 
      

              	
                Exhibit
      4.15

              


      

       

      
        	
                 
      

              	
                ISSUING
      AND PAYING AGENCY AGREEMENT

              


      

       

      THIS
ISSUING AND PAYING AGENCY AGREEMENT, dated as of November 15, 2009 (the
“Agreement”), is made by and between ENOGEX LLC, a limited liability company
organized under the laws of the State of Delaware (the “Issuer”), and UMB BANK,
N.A., a national banking association duly organized and existing under the laws
of the United States, as issuing and paying agent (the “Issuing
Agent”).  Terms used and not defined herein but defined in the Notes
(as hereinafter defined) have the meanings set forth in the Notes.

       

      WITNESSETH:

       

      SECTION 1.  Appointment of
Agent.  The Issuer proposes to issue its 6.25% Senior Notes due
2020 (the “Notes”), initially in the aggregate principal amount of
$250,000,000.  As provided in Section 11 below, the series of
Notes may be reopened and additional notes in excess of $250,000,000 may be
issued.  The Issuer and J.P. Morgan Securities Inc., Mitsubishi UFJ
Securities (USA), Inc., Wells Fargo Securities, LLC, BNY Mellon Capital Markets,
LLC, U.S. Bancorp Investments, Inc., KeyBanc Capital Markets Inc. and BOSC, Inc.
(collectively, the “Initial Purchasers”) have entered into a Purchase Agreement
dated as of November 10, 2009, relating to the sale and purchase of the
Notes.  The Issuer hereby appoints the Issuing Agent to act, on the
terms and conditions specified herein, as issuing and paying agent for the
Notes.

       

      SECTION 2.  Note Form; Terms;
Execution.  The Notes shall be in substantially the form of
Exhibit A
hereto.  The Notes shall be in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof and shall be redeemable by the
Issuer prior to maturity as provided in the form of Note and shall bear interest
as provided in the form of Note.  Each Note shall be executed by the
manual or facsimile signature of an Authorized Representative (as defined in
Section 3 hereof) of the Issuer and shall be authenticated by the Issuing
Agent.

       

      SECTION
3.  Authorized
Representatives.  From time to time, the Issuer will furnish
the Issuing Agent with a certificate of the Issuer certifying the incumbency and
specimen signatures of the Issuer’s officers authorized to execute Notes on
behalf of the Issuer by manual or facsimile signature (an “Authorized
Representative”).  Until the Issuing Agent receives a subsequent
incumbency certificate of the Issuer, the Issuing Agent shall be entitled to
rely on the last such certificate delivered to it for purposes of determining
the Authorized Representatives.  The Issuing Agent shall have no
responsibility to the Issuer to determine by whom or by what means a facsimile
signature may have been affixed on the Notes, or to determine whether any
facsimile or manual signature is genuine.  Any Note bearing the manual
or facsimile signature of a person who is an Authorized Representative on the
date such signature is affixed shall bind the Issuer after the completion and
authentication thereof by the Issuing Agent, notwithstanding that such person
shall have ceased to hold office on the date such Note is completed,
authenticated and delivered by the Issuing Agent.

       

      SECTION
4.  Issuance
Instructions; Completion, Authentication and Delivery of
Notes.  Prior to the original issuance of the Notes, the
Authorized Representative shall give written issuance instructions (the
“Issuance Instructions”) to the Issuing Agent directing that the Issuing Agent
issue and authenticate the Notes.  The Issuing Agent shall have no
duty to issue Notes in the absence of the Issuance Instructions.  The
Issuance Instructions shall include the: (a) names and addresses of the
persons in whose name the Note shall be registered (each, a “Registered Holder”)
and the addresses for payment, if different; (b) taxpayer identification
number of each Registered Holder; (c) Principal Amount, Stated Maturity
Date, Interest Rate, Original Issue Date and delivery
instructions.  The Issuing Agent shall deliver the Notes on the
Original Issuance Date in accordance with the Issuance
Instructions.

       

      SECTION
5.  Issuer’s
Representations and Warranties.  The Issuance Instructions
shall constitute the Issuer’s representation and warranty to the Issuing Agent
that the issuance and delivery of the Notes have been duly and validly
authorized by the Issuer and that the Notes, when completed, authenticated and
delivered pursuant hereto, will constitute the legal, valid and binding
obligations of the Issuer.

       

      SECTION
6.  Payment
of Note Interest; Interest Payment Dates; Record Dates; Interest
Rights.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        (a)           Interest
payments on the Notes will be made semiannually on March 15 and September 15 of
each year, commencing March 15, 2010, and upon redemption or at
maturity.  All such interest payments (other than interest due upon
redemption or at maturity) will be made to the persons who are the Registered
Holders at the close of business on the fifteenth day (whether or not a Business
Day) immediately preceding each such Interest Payment Date (each a “Regular
Record Date”), provided, however, that interest
payable upon redemption or at maturity will be payable to the person to whom the
principal is payable.  Notwithstanding the foregoing, if the Original
Issue Date or date of transfer, exchange or substitution of any Note occurs
either on an Interest Payment Date or between a Regular Record Date and the next
succeeding Interest Payment Date, the first payment of interest on any such Note
will be made on the Interest Payment Date next following the next succeeding
Regular Record Date to the person who is the Registered Holder on such next
succeeding Regular Record Date.  If an Interest Payment Date, maturity
or redemption date would fall on a day that is not a Business Day, the Interest
Payment Date, maturity or redemption date will be the next succeeding Business
Day.  Interest on a Note will accrue from, and including, the Original
Issue Date or from, and including, the most recent date to which interest has
been paid or duly provided for with respect to that Note.  Interest on
the Notes will be calculated on the basis of a 360-day year of twelve 30-day
months.

         

      

      
        Payment
of principal of, and premium, if any, and interest on any Notes issued in the
form of Global Notes (as defined below) will be made by the Issuer through the
Issuing Agent to The Depository Trust Company (“DTC”) or any successor
securities depositary.  Interest on any Notes that are in certificated
form will be paid by check mailed to the Registered Holder at that Registered
Holder’s address as it appears in the register for the Notes maintained by the
Issuing Agent; provided, however, a Registered Holder of $10,000,000 or more in
aggregate principal amount of Notes will be entitled to receive payments of
interest by wire transfer to a bank within the continental United States, if
appropriate wire transfer instructions have been received by the Issuing Agent
on or prior to the applicable Regular Record Date.  Such wire
instructions, upon receipt by the Issuing Agent, shall remain in effect until
revoked by such Registered Holder.  The principal, interest at
maturity and premium, if any, on Notes in certificated form will be payable in
immediately available funds at the office of the Issuing Agent upon presentation
of the Notes.  If required by law, the Issuing Agent will withhold any
taxes or other governmental charges on any payment made in connection with the
Notes.

         

      

      
        (b)           Any
interest on any Note which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (“Defaulted Interest”) shall
forthwith cease to be payable to the person who is the Registered Holder on the
relevant Regular Record Date by virtue of having been such Registered Holder,
and such Defaulted Interest may be paid by the Issuer, at its election in each
case, as provided in clause (i) or (ii) below:

         

        
          (i)           The
Issuer may elect to make payment of any Defaulted Interest to the persons who
are the Registered Holders of the Notes to which the Defaulted Interest relates
(“Defaulted Notes”) (or their respective predecessor Notes) at the close of
business on a special record date for the payment of such Defaulted Interest,
which special record date shall be fixed in the following manner.  The
Issuer shall notify the Issuing Agent in writing of the amount of Defaulted
Interest proposed to be paid on each of the Defaulted Notes and the date of the
proposed payment, and at the same time the Issuer shall deposit with the Issuing
Agent 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 Issuing Agent for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of those entitled
to such Defaulted Interest as in this clause provided.  Thereupon the
Issuing Agent shall fix a special record date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by
the Issuing Agent of the notice of the proposed payment.  The Issuing
Agent shall promptly notify the Issuer of such special record date and, in the
name and at the expense of the Issuer, shall cause notice of the 

           

          
             

            
              
                
                   


                

                
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            proposed
payment of such Defaulted Interest and the special record date therefor to be
mailed, first-class postage prepaid, to each Registered Holder of Defaulted
Notes as of the special record date at the address as it appears in the Note
Register, 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 so mailed, such Defaulted Interest
shall be paid to those in whose names the Defaulted Notes (or their respective
predecessor Notes) are registered at the close of business on such special
record date and shall no longer be payable pursuant to following
clause (ii).

          

           

           

          
            (ii)           The
Issuer may make payment of any Defaulted Interest on the Defaulted Notes in any
other lawful manner not inconsistent with the requirements of any securities
exchange which maintains a system for the trading of restricted securities and
through which the Notes are so traded, and upon such notice as may be required
by such exchange, if, after notice given by the Issuer to the Issuing Agent of
the proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Issuing Agent.  Subject to the foregoing
provisions of this Section, each Note authenticated and delivered under this
Agreement upon registration of transfer or in exchange for or in lieu of any
other Note shall carry the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Note.

             

          

        

      

      SECTION 7.  Payment of Note
Principal.  The Issuing Agent will pay to the Registered Holder
in immediately available funds the principal amount of each Note on the
redemption date, if any, or at maturity, together with accrued interest, if any,
and premium, if any, due upon redemption or at maturity, only upon presentation
and surrender of such Note on or after the redemption date or maturity date
thereof, as the case may be, at the offices of the Issuing Agent located at the
address listed in Section 23(b)(ii) hereof, or at such other address of the
Issuing Agent or the office or agency of such other paying agent as the Issuer
shall designate in the Borough of Manhattan, New York City, in writing to the
Registered Holder of such Note.  The Issuing Agent will forthwith
cancel each such Note and promptly forward same in due course to the
Issuer.

       

      SECTION 8.  Other Information Regarding
the Notes.  On any day on which Notes are issued, redeemed or
mature, the Issuing Agent shall prepare and forward to the Issuer as of the
close of business on such day a written statement indicating by Note number and
principal amount of the Notes issued on such day and the aggregate principal
amount of the Notes outstanding at the close of business on such
day.

       

      SECTION 9.  Deposit of
Funds.  The Issuer shall deposit with the Issuing Agent not
later than 10:00 a.m. New York City time on each Interest Payment Date
funds available for payment on such Interest Payment Date in an amount
sufficient to pay all interest due on the Notes on such Interest Payment Date
and shall deposit with the Issuing Agent not later than 10:00 a.m. New York
City time on each redemption date or maturity date of any Note funds available
for payment on such Interest Payment Date in an amount sufficient to pay the
principal of, premium, if any, and accrued interest, if any, on any such Note
to, but excluding, the redemption date or maturity date, as the case may
be.  If there is deposited with the Issuing and Paying Agent as trust
funds, for the purpose hereinafter stated, an amount, in cash or in U.S.
Government Securities sufficient to pay and discharge the principal of and
premium and interest, if any, on the Notes, as and when the same become due and
payable, including upon any redemption prior to maturity, the Issuer will be
deemed to have satisfied and discharged the Notes.  Notwithstanding
the foregoing, if the Notes are to be redeemed prior to their maturity as
contemplated by Section 10 hereof, such Notes will not be deemed satisfied
and discharged until such Notes have been irrevocably called or designated for
redemption on a date when such Notes may be called for redemption and proper
notice of redemption has been given in accordance with the terms of the Notes or
the Issuer has given the Issuing and Paying Agent irrevocable instructions to
give such notice of redemption. 

       

      SECTION
10.  Optional
Redemption.  The Notes shall be subject to redemption at the
option of the Issuer as provided in the form of Note attached hereto as Exhibit A.  In
the event that the Issuer elects to redeem Notes, in whole or in part, the
Issuer shall give written notice to the Issuing Agent of the principal amount of
Notes to be so redeemed not less than 45 days or more than 60 days prior to the
redemption date, which notice shall also specify the redemption date and
applicable redemption price or the method of determining the
same.  The Issuing Agent shall cause notice of redemption to be given
not less than 30 or more than 60 days prior to the redemption date in the



      
        
           


        

        
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      name, and
at the expense, of the Issuer in the manner provided in the
Note.  Whenever less than all the Notes outstanding are to be
redeemed, the Notes to be so redeemed shall be selected by the Issuing Agent, by
lot or in any usual manner approved by it.

       

      SECTION
11.  Reopening of
Notes.  The Notes may be reopened and additional Notes may be
issued in excess of the limitation set forth in Section 1, provided that such additional
Notes will contain the same terms (including the maturity date and interest
payment terms) as the other Notes.  Any such additional Notes,
together with the other Notes, shall constitute a single series for purposes of
this Agreement.

       

      SECTION 12.  Note Register; Registration,
Transfer, Exchange; Persons Deemed Owners.

       

      (a)           It
is understood that the Note Register (as hereinafter defined) shall be
maintained by such method as the Issuer and the Issuing Agent shall mutually
agree.  The term “Note Register” shall mean the definitive record in
which shall be recorded the names, addresses, addresses for payment and taxpayer
identification numbers of the Registered Holders, the Note numbers and Original
Issue Date thereof and details with respect to the issuance, transfer and
exchange of Notes, as appropriate.

       

      (b)           Upon
the presentation of a Note for registration of transfer, the Issuing Agent shall
register the transfer of such Note if such Note is to be
transferred:

       

      (i)           
to the Issuer or any of the Issuer’s subsidiaries;

       

      (ii)           for
so long as the Notes are eligible for resale pursuant to Rule 144A
(“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a person whom the seller reasonably believes is a “qualified
institutional buyer” (as defined in Rule 144A) that purchases for its own
account or for the account of a qualified institutional buyer to which notice is
given that the transfer is being made in reliance on
Rule 144A;

       

      (iii)          pursuant
to offers and sales to persons other than “U.S. persons,” as that term is
defined in Rule 902 of Regulation S under the Securities Act
(“Regulation S”), that occur outside the United States in accordance with
Regulation S;

       

      (iv)          pursuant
to a registration statement that has been declared effective under the
Securities Act; or

       

      (v)           pursuant
to any other available exemption from the registration requirements of the
Securities Act,

       

      subject,
in each of the foregoing cases, to any requirement of law that the disposition
of property or the property of such investor account or accounts be at all times
within its or their control and, in each case, in compliance with applicable
securities laws of any U.S. state or any other applicable
jurisdiction.  The Issuer and the Issuing Agent, as the case may be,
reserve the right prior to any offer, sale or other transfer of such a Note
described in clause (ii), (iii) or (v) above to require the delivery of an
opinion of counsel, certifications and/or other information satisfactory to the
Issuer and the Issuing Agent, as the case may be, including, among other things,
requiring the holder and the prospective purchaser or transferee to complete the
Certificate of Transfer on the reverse of such Note or a duly completed Bond
Power substantially in the form attached hereto as Exhibit B (the “Bond
Power”) to advise the Issuing Agent of the basis for such transfer and the
availability of the exemption from registration provided thereby; provided that
a Certificate of Transfer or Bond Power shall not be required in the case of any
Note in certificated form from which the restrictive legend originally set forth
on the face thereof (or on the face of one or more predecessor Notes) has been
removed with the consent of the Issuer in accordance with the procedures set
forth in this Agreement.  In registering the transfer of any Notes
pursuant to this 

       


      
        
           


        

        
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      Section 12(b)
or Section 12(h), the Issuing Agent shall be entitled to rely without
further investigation on a duly completed Bond Power or such other certificate
or instrument of transfer that the Issuer has advised the Issuing Agent is
acceptable to the Issuer. 

       

      With
respect to any transfer of interests in a Note described in clause (iii)
above on or prior to the 40th day after the later of the commencement of the
offering of the Notes and the date of the initial issuance of the Notes, if the
Note is being transferred to a holder described in clause (ii) above, the
Issuing Agent will require written certification from the transferee or
transferor, as the case may be, (in the form of the Bond Power) to the effect
that (i) such transferee is purchasing the Notes for its own account or for
accounts as to which it exercises sole investment discretion and that it and, if
applicable, each account is a qualified institutional buyer within the meaning
of Rule 144A, in each case, in a transaction meeting the requirements of Rule
144A and in accordance with any applicable securities laws of any state of the
United States or any other jurisdiction or (ii) the transferor did not
purchase the Notes as part of the initial distribution thereof and the transfer
is being effected pursuant to and in accordance with an applicable exemption
from the registration requirements of the Securities Act and the transferor has
delivered to the Issuing Agent such additional evidence that the Issuer or the
Issuing Agent, as applicable, may require as to compliance with such available
exemption.

       

      With
respect to any transfer of interests in a Note described in clause (ii)
above at any time, if the Notes is being transferred to a holder described in
clause (iii) above, the Issuing Agent will require written certification
from the transferee or transferor, as the case may be, (in the form of the Bond
Power) to the effect that such transferee is not a U.S. person within the
meaning of Rule 902 of Regulation S and that it is acquiring the Note
in a transaction or transactions taking place outside the United States in
accordance with Regulation S.

       

      (c)           In
connection with the issuance of Notes arising from a transfer, the Original
Issue Date of the Note shall be the same date as the Original Issue Date of the
Note being transferred.

       

      (d)           In
connection with any registration of transfer of Notes, the Issuer and the
Issuing Agent may require payment of a sum sufficient to cover any applicable
tax or other governmental charge.

       

      (e)           Prior
to due presentment of a Note for registration of transfer, the Issuer and the
Issuing Agent may deem and treat the Registered Holder of any Note as the
absolute owner of such Note for the purpose of receiving payment of the
principal of, premium, if any, and interest on such Note and for all other
purposes whatsoever, whether or not such Note or the interest thereon shall be
overdue, and neither the Issuer nor the Issuing Agent, except as provided in
this Section 12, shall be affected by notice to the contrary.

       

      (f)           Each
Note presented for registration of transfer shall be duly endorsed or be
accompanied by an appropriate written instrument of transfer.

       

      (g)           Upon
surrender for registration of transfer of any Note and satisfaction of the
requirements of this Section 12, the Issuing Agent shall complete,
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new registered Notes of any authorized denominations,
of a like aggregate principal amount, bearing a number not contemporaneously
outstanding and containing identical terms and provisions.

       

      (h)           Subject
to the requirements of Section 12(b) hereof, at the option of any
Registered Holder, Notes may be exchanged for other Notes containing identical
terms and provisions, in any authorized denominations, and of a like aggregate
principal amount, upon surrender of the Notes to be exchanged to the Issuing
Agent, provided that
there is no obligation to exchange or register the transfer of any Note during
the period of 15 days immediately preceding the date of first giving any notice
of redemption of Notes.  Whenever any Notes are so surrendered



      
        
           


        

        
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      for
exchange, the Issuing Agent shall complete, authenticate and deliver the Notes
that the Registered Holder making the exchange is entitled to
receive.

       

      
        SECTION
13.  Mutilated, Destroyed, Lost, or Stolen Notes.  In case
any Note shall become mutilated or destroyed, lost or stolen, the Issuer in its
discretion may execute and upon its request the Issuing Agent shall complete,
authenticate and make available for delivery a Note, having the same terms and
provisions and a number not contemporaneously outstanding, payable in the same
principal amount, of like tenor, and dated the same Original Issue Date in
exchange and substitution for the mutilated Note or in lieu of and substitution
for the Note destroyed, lost or stolen.  The applicant for a
substituted Note shall furnish to the Issuer and the Issuing Agent such security
or indemnity as may be required by them to hold each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Issuer and the Issuing Agent evidence to their satisfaction of the
destruction, loss or theft of such Note and of the ownership
thereof.  The Issuing Agent shall complete and authenticate any such
substituted Note and deliver the same upon the written request or authorization
of any Authorized Representative.  Upon the issuance of any
substituted Note, the Issuer and the Issuing Agent may require the Registered
Holder of such Note to pay a sum sufficient to cover any fees and expenses
associated therewith.  In case any Note which has matured or will
mature or will be redeemed within 30 days shall become mutilated or be
destroyed, lost or stolen, the Issuer, instead of issuing a substitute Note, may
pay or authorize the payment of the same (without surrender thereof except in
the case of a mutilated Note) upon compliance by the Registered Holder with the
provisions of this Section, as hereinabove set forth.  The Issuing
Agent shall record on the Note Register the cancellation of any original Notes
(whether or not physically surrendered to the Issuing Agent) and the reissue of
Notes in substitution therefor due to mutilation, destruction, loss or
theft.

         

      

      SECTION
14.  Application of Funds; Return
of Unclaimed Funds.  Until used or applied as herein provided,
all funds received by the Issuing Agent hereunder shall be held for the purposes
for which they were received but need not be segregated from other funds except
to the extent required by law.  The Issuing Agent shall be under no
liability for interest on any funds received by it hereunder except as otherwise
agreed with the Issuer.  Any funds deposited with the Issuing Agent
and remaining unclaimed at the end of two years after the date upon which the
last payment of the principal of, premium, if any, or interest on any Note to
which such deposit relates shall have become due and payable, shall be repaid to
the Issuer by the Issuing Agent at the Issuer’s written request, and the Holder
of any Note to which such deposit relates entitled to receive payment thereof
shall thereafter look only to the Issuer for the payment thereof and all
liability of the Issuing Agent with respect to such funds shall thereupon
cease.

       

      SECTION
15.  Global
Notes.

       

      (a)           If
specified in the Issuance Instructions, except as provided in
subsections (c) and (g) below, the holder of all of the Notes to be issued
pursuant to such Issuance Instructions shall be DTC and such Notes shall be
registered in the name of Cede & Co., as nominee for DTC.

       

      (b)           Such
Notes shall initially be issued in the form of one or more authenticated, fully
registered certificates in the name of Cede & Co. (the “Global Notes”),
which shall represent, and shall be denominated in an amount equal to, the
aggregate principal amount of such of the Notes as shall be specified
therein.  Upon initial issuance, the Initial Purchasers shall deliver
the Notes in book-entry form only through the facilities of DTC and its
participants, including its participants Euroclear Bank S.A./N.V., as operator
of the Euroclear System, and Clearstream Banking, société anonyme, and the
ownership of such Notes shall be registered in the Note Register in the name of
Cede & Co., as nominee of DTC.  So long as Notes are
evidenced by one or more Global Notes, the Issuing Agent and the Issuer may
treat DTC (or its nominee) as the sole and exclusive holder of such Notes
registered in its name for the purposes of payment of the principal of, premium,
if any, and interest on such Notes or portion thereof to be redeemed, and of
giving any notice permitted or required to be given to holders of such Notes and
neither the Issuing Agent nor the Issuer shall be affected by any notice to the
contrary.  Neither the Issuing Agent nor the Issuer shall have any
responsibility or obligation to any of DTC’s participants (each a
“Participant”), any person claiming a beneficial ownership in such Notes under
or through DTC or any Participant (each a “Beneficial Owner”), or any other
person which is not shown on the Note Register as being a holder, with respect
to the accuracy of any records maintained by DTC or any Participant; the payment
of DTC or any Participant of any amount in respect of the principal

       


      
        
           


        

        
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        of,
premium, if any, or interest on such Notes; any notice which is permitted or
required to be given to holders of such Notes; the selection by DTC or any
Participant of any person to receive payment in the event of a partial
redemption of such Notes; any notice which is permitted or required to be given
to holders of such Notes; the selection by DTC or any Participant of any person
to receive payment in the event of a partial redemption of such Notes; or any
consent given or other action taken by DTC as holder of such
Notes.  The Issuing Agent shall pay all principal of, premium, if any,
and interest on such Notes registered in the name of Cede & Co. only to
or “upon the order of” DTC (as that term is used in the Uniform Commercial Code
as adopted in New York), and all such payments shall be valid and effective to
fully satisfy and discharge the Issuer’s obligations with respect to the
principal of, premium, if any, and interest on such Notes to the extent of the
sum or sums so paid.  Except as otherwise provided in
subsections (c) and (g) of Section 15 below, no person other than DTC
shall receive authenticated Note certificates evidencing the obligation of the
Issuer to make payments of principal of, premium, if any, and interest on such
Notes.  Upon delivery by DTC to the Issuing Agent of written notice to
the effect that DTC has determined to substitute a new nominee in place of
Cede & Co., and subject to the other provisions of this Agreement with
respect to transfers of Notes, the word “Cede & Co.” in this Agreement
shall refer to such new nominee of DTC.

         

      

      (c)           Any
Global Note shall be exchangeable for Notes in certificated form registered in
the names of Participants and/or Beneficial Owners if, but only if, (i) DTC
notifies the Issuer that it is unwilling or unable to continue as depositary for
such Notes and a successor depository is not appointed by the Issuer within 90
days of such notice, or (ii) there shall have occurred and be continuing a
default or an event that with notice or passage of time, or both, would
constitute a default with respect to the Global Notes and the Issuing Agent has
received a request from DTC to issue Notes in certificated form.  In
any such event, the Issuing Agent shall issue, transfer and exchange Note
certificates as requested by DTC in appropriate amounts pursuant to this
Agreement.  The Issuer shall pay all costs in connection with the
production, execution and delivery of such Note certificates.  If Note
certificates are issued, the provisions of this Agreement shall apply to, among
other things, the transfer and exchange of such certificates and the method of
payment of principal of, premium, if any, and interest on such
certificates.

       

      (d)           Notwithstanding
any other provision of this Agreement to the contrary, so long as any Notes are
evidenced by one or more Global Notes, registered in the name of Cede & Co.,
as nominee of DTC, all payments with respect to the principal of, premium, if
any, and interest on such Notes and all notices with respect to such Notes shall
be made and given, respectively, to DTC as provided in the representation letter
relating to the Notes among DTC, the Issuing Agent and the
Issuer.  The Issuing Agent is hereby authorized and directed to comply
with all terms of the representation letter.

       

      (e)           In
connection with any notice or other communication to be provided to the holders
of such Notes by the Issuer or the Issuing Agent with respect to any consent or
other action to be taken by the holders of such Notes, the Issuer or the Issuing
Agent, as the case may be, shall seek to establish a record date for such
consent or other action and give DTC notice of such record date not less than 15
calendar days in advance of such record date to the extent
possible.  Such notice to DTC shall be given only when DTC is the sole
holder of the Notes.

       

      (f)           Neither
the Issuer nor the Issuing Agent will have any responsibility or obligations to
the Participants or the Beneficial Owners with respect to (i) the accuracy
of any records maintained by DTC or any Participant, (ii) the payment by
DTC or any Participant of any amount due to any Beneficial Owner in respect of
the principal of, premium, if any, or interest on the Notes, (iii) the
delivery by DTC or any Participant of any notice to any Beneficial Owner,
(iv) the selection of the Beneficial Owners to receive payment in the event
of any partial redemption of the Notes, or (v) any consent given or other
action taken by DTC as a holder of the Notes.

       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      So long
as Cede & Co. is the Registered Holder of the Notes as nominee of DTC,
references herein to the Notes or Registered Holders of the Notes shall mean
Cede & Co. and shall not mean the Beneficial Owners of the Notes nor DTC
Participants.

       

      (g)           No
Global Note may be transferred except as a whole by DTC to a nominee of DTC or
by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such
nominee to a successor of DTC or a nominee of such successor.

       

      (h)           Upon
the termination of the services of DTC with respect to any Global Note pursuant
to subsection (c) of this Section 15 after which no substitute book-entry
depository is appointed, such Global Notes shall be registered in whatever name
or names holders transferring or exchanging such Global Notes shall designate in
accordance with the provisions of this Agreement.

       

      SECTION
16.  Liability.  Neither
the Issuing Agent nor its officers or employees shall be liable to the Issuer
for any act or omission hereunder except in the case of the Issuing Agent’s
negligence or willful misconduct.  The duties and obligations of the
Issuing Agent, its officers and employees shall be determined by the express
provisions of this Agreement and they shall not be liable except for the
performance of such duties and obligations as are specifically set forth herein
and no implied covenants shall be read into this Agreement against them. The
Issuing Agent may consult with counsel of its selection and shall be fully
protected in any action taken in good faith in accordance with the advice of
counsel.  Neither the Issuing Agent nor its officers or employees
shall be required to ascertain whether any sale of Notes (or any amendment or
termination of this Agreement) has been duly authorized (provided that the Issuing
Agent in good faith has determined in accordance with Section 3 hereof that
the facsimile or manual signature of an Authorized Representative or any person
who has been designated by an Authorized Representative in writing to the
Issuing Agent resembles the specimen signature filed with the Issuing Agent) or
is in compliance with any other agreement to which the Issuer is a party
(whether or not the Issuing Agent is also a party to such other
agreement).  The Issuing Agent shall not be required to, and shall
not, expend or risk any of its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder.

       

      SECTION
17.  Indemnification.  The
Issuer agrees to indemnify and hold harmless the Issuing Agent, its directors,
officers, employees and agents from and against any and all liabilities
(including liability for penalties), losses, claims, damages, actions, suits,
judgments, demands, costs and expenses (including reasonable legal fees and
expenses of counsel of its selection) relating to or arising out of or in
connection with its or their performance under this Agreement, except to the
extent that they are caused by the negligence or willful misconduct of the
Issuing Agent, its directors, officers, employees or agents; provided, however, that if any such
action or suit shall be commenced against, or any such claim or demand be
assessed against the Issuing Agent in respect of which the Issuing Agent or any
of its directors, officers, employees or agents proposes to demand
indemnification, the Issuer shall be notified to that effect with reasonable
promptness and shall have the right to assume the entire control of the defense,
compromise or settlement thereof, including employment of counsel (provided that the Issuing
Agent shall have the right to consent in advance to the counsel so employed,
such consent not to be unreasonably withheld, and provided further that the
Issuer shall consult in good faith with the Issuing Agent from time to time in
connection with such action or suit) and in connection therewith, the Issuing
Agent and its directors, officers, employees and agents shall cooperate fully to
make available to the Issuer all pertinent information under its and their
control.  The foregoing indemnity includes, but is not limited to, any
action taken or omitted in good faith within the scope of this Agreement upon
telephonic, telecopier or other electronically transmitted instructions, if
authorized herein, received from, or reasonably believed by the Issuing Agent in
good faith to have been given by, an Authorized Representative.  This
indemnity shall survive the resignation or removal of the Issuing Agent and the
satisfaction or termination of this Agreement.

       

      SECTION
18.  Electronic System
Timesharing.  It is understood that any electronic timesharing
services which may be utilized by the Issuer and the Issuing Agent in the
issuance of Notes and maintenance of the Note Register may be furnished to the
Issuing Agent by a third party provider.  If such third party provider
has granted permission to the Issuing Agent to allow its clients to use such
timesharing services, and in consideration for such permission, it is understood
and agreed that such services will be supplied to such clients “as is”, without
warranty by the third party provider or the Issuing Agent, then the Issuer
hereby waives any claims it may have against such third party
provider.

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      SECTION
19.  Compensation of the Issuing
Agent.  The Issuer agrees to pay the compensation of the
Issuing Agent at such rates as shall be agreed upon from time to time in writing
and to reimburse the Issuing Agent for its reasonable out-of-pocket expenses
(including reasonable legal fees and expenses), disbursements and advances
incurred or made in connection with the Issuing Agent’s execution and
performance of this Agreement.  The obligations of the Issuer to the
Issuing Agent pursuant to this Section shall survive the resignation or removal
of the Issuing Agent and the satisfaction or termination of this
Agreement.

       

      SECTION
20.  Amendments.

       

      (a)           This
Agreement may be amended by any written instrument signed by the parties, so
long as such amendment does not adversely affect the rights of the Registered
Holders of Notes, as certified in writing by the Issuer to the Issuing
Agent.

       

      (b)           The
Issuer and the Issuing Agent agree to cooperate to adopt amendments or
supplements to this Agreement from time to time to modify the restrictions 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 transfer of restricted securities
generally.

       

      SECTION
21.  Removal
of Restrictions.  Upon the consent of the Issuer and subject to
the Issuer’s right to require an opinion of counsel to the effect that the
restrictions are no longer required under the Securities Act and in form
acceptable to the Issuer, a Registered Holder may surrender its Note to the
Issuing Agent who, upon written instructions of the Issuer, shall issue in
exchange for that Note one or more unlegended Notes of any authorized
denomination, of a like aggregate principal amount bearing a number not
contemporaneously outstanding and containing identical terms and
provisions.  The Issuing Agent shall not deliver unlegended Notes
without the written instructions of the Issuer.

       

      SECTION
22.  Issuer
Information.  The Issuer shall provide to any holder of a
beneficial interest in any Note or any prospective purchaser of a Note or a
beneficial interest therein, upon the request of such holder or prospective
purchaser, the information regarding the Issuer required to be prepared by the
Issuer pursuant to Rule 144A.

       

      SECTION
23.  Notices.

       

      (a)           All
communications by or on behalf of the Issuer relating to the issuance, transfer,
exchange or payment of the Notes or interest thereon shall be in writing and
directed to the Issuing Agent at its address set forth in
subsection (b)(ii) of this Section 23, and the Issuer will send all
Notes to be completed, authenticated and delivered by the Issuing Agent to such
address (or such other address as the Issuing Agent shall specify in writing to
the Issuer).

       

      (b)           Notices
and other communications hereunder shall (except to the extent otherwise
expressly provided) be in writing, shall be deemed effective when received and
shall be addressed as follows, or to such other addresses as the parties hereto
shall specify from time to time:

       

      (i)         if
to the Issuer:

       

      Enogex
LLC

      515
Central Park Drive, Suite 110

      Oklahoma
City, Oklahoma 73105

      Attention:   Chief
Financial Officer

      Telephone:  (405)
525-7788

      Facsimile:  (405)
525-5258

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      With a
copy to:

       

      Jones
Day

      77 West
Wacker Drive

      Chicago,
Illinois  60601

      Attention:
Robert J. Joseph, Esq.

      Telephone:  (312)
782-3939

      Facsimile:  (312)
782-8585

       

      
        	
                 
      

              	
                (ii)

              	
                if
      to the Issuing Agent:

              


      

       

      UMB Bank,
N.A.

      1010
Grand Boulevard, 4th Floor

      Kansas
City, Missouri 64106

      Attention:
Corporate Trust Department

      Telephone:
(816) 860-3020

      Telefax:
(816) 860-3029

       

      SECTION
24.  Resignation or Removal of
Issuing Agent.  The Issuing Agent may at any time resign as
such agent by giving written notice to the Issuer of such intention on its part,
specifying the date on which its desired resignation shall become effective;
provided, however, that such date shall
be not less than thirty days after the giving of such notice by the Issuing
Agent to the Issuer.  The Issuing Agent may be removed at any time by
the filing with it of an instrument in writing signed by a duly authorized
officer of the Issuer and specifying such removal and the date upon which it is
intended to become effective, which date shall not be less than 30 days from the
date that notice is received.  Such resignation or removal shall take
effect on the date of the appointment by the Issuer of a successor Issuing Agent
and the acceptance of such appointment by such successor Issuing
Agent.  In the event of resignation by the Issuing Agent or removal by
the Issuer, if a successor agent has not been appointed by the date as of which
the resignation or removal of the Issuing Agent is to be effective, as set forth
in the resignation notice of the Issuing Agent referred to above, the Issuing
Agent may, at the expense of the Issuer, petition any court of competent
jurisdiction for appointment of a successor Issuing Agent.

       

      SECTION
25.  Cancellation of Unissued
Notes.  Upon the written request of the Issuer, the Issuing
Agent shall cancel and return to the Issuer all unissued Notes in its possession
at the time of such request; provided, however, that the Issuing
Agent shall not be required to destroy cancelled Notes.

       

      SECTION
26.  Benefit
of Agreement.  This Agreement is solely for the benefit of the
parties hereto, their successors and assigns and the Registered Holders of Notes
and no other person shall acquire or have any right under or by virtue of this
Agreement.

       

      SECTION
27.  Notes
Held by the Issuing Agent.  The Issuing Agent, in its
individual or other capacity, may become the owner or pledgee of the Notes with
the same rights it would have if it were not acting as issuing and paying agent
hereunder.

       

      SECTION
28.  Governing
Law.  This Agreement is to be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York, without regard to principles of conflicts of
laws.

       

      SECTION
29.  Counterparts.  This
Agreement may be executed by the parties hereto in any number of counterparts,
and by each of the parties hereto in separate counterparts, each such
counterpart, when so executed and delivered, shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.

       

      [Signature
page follows]

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on
their behalf by their officers thereunto duly authorized, all as of the day and
year first above written.

       

      
         

        
          	 	ENOGEX
  LLC
	 	 	 
	 	 	 
	 	By:	/s/ Sean
      Trauschke
	 	Name:	Sean
    Trauschke
	 	Title:	Vice President and
      Chief Financial Officer
	 	 	 
	 	UMB BANK,
    N.A.
	 	 	 
	 	 	 
	 	By:	/s/ Anthony P.
      Hawkins
	 	Name:	Anthony P.
      Hawkins
	 	Title:	Vice
    President


        

         

      

       

       


      
        
          
            [Signature Page to Issuing and
Paying Agency Agreement]

            
 

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A—FORM OF 6.25% SENIOR NOTE DUE 2020

       

      [FACE
OF NOTE]

       

      


       

      THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

       

      THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF OF A BENEFICIAL INTEREST
HEREIN:

       

      (1)
REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) OR (B) IT IS ACQUIRING THIS NOTE IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT;
AND

       

      (2)
AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR
TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF
RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS
AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT, (D)  PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, INCLUDING THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IF
AVAILABLE, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND SUBJECT
TO THE ISSUER’S AND THE ISSUING AND PAYING AGENT’S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (B), (C) OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM; AND

       

      (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST
HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.

       

      [IN
THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF
REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF
A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

       

      BY
ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE, EACH HOLDER HEREOF AND EACH
SUBSEQUENT TRANSFEREE IS DEEMED TO REPRESENT AND WARRANT THAT (1)(A) IT IS
NOT

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (I)
AN EMPLOYEE BENEFIT PLAN SUBJECT TO PART 4 OF SUBTITLE B OF TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) A
PLAN TO WHICH SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) APPLIES, (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE ASSETS OF A
PLAN DESCRIBED IN (A) OR (B) BY REASON OF THE PLAN’S INVESTMENT IN THE ENTITY
(EACH OF (I), (II) AND (III), A “BENEFIT PLAN INVESTOR”), (IV) A GOVERNMENTAL
PLAN AS DEFINED IN SECTION 3(32) OF ERISA (“GOVERNMENTAL PLAN”), (V) A CHURCH
PLAN AS DEFINED IN SECTION 3(33) OF ERISA THAT HAS NOT MADE AN ELECTION UNDER
SECTION 410(d) OF THE CODE (“CHURCH PLAN”) OR (VI) A NON-U.S. PLAN, (B) IT
IS A BENEFIT PLAN INVESTOR AND ITS PURCHASE AND HOLDING OF THE NOTE WILL NOT
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OR 407 OF ERISA
OR SECTION 4975 OF THE CODE, OR (C)(I) IT IS A GOVERNMENTAL PLAN, A CHURCH
PLAN OR A NON-U.S. PLAN AND (II) ITS PURCHASE AND HOLDING OF THE NOTE IS NOT
SUBJECT TO (a) ERISA, (b) SECTION 4975 OF THE CODE OR (c) ANY OTHER
FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT PROHIBITS, OR IMPOSES AN EXCISE OR
PENALTY TAX ON, THE PURCHASE OR HOLDING OF THE NOTE; AND (2) EACH HOLDER AND
SUBSEQUENT TRANSFEREE WILL PROMPTLY NOTIFY THE ISSUER AND THE ISSUING AND PAYING
AGENT IF, AT ANY TIME, IT IS NO LONGER ABLE TO MAKE THE REPRESENTATIONS
CONTAINED IN CLAUSE (1) ABOVE.

       

      UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (THE “DEPOSITARY”) (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER
HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

       

      UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM,
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR.

       

      6.25%
SENIOR NOTE DUE 2020

       

      CUSIP/ISIN:                                                                      NUMBER:

      [29348QAB8/US29348QAB86]                                       [                ]

      [U29293AB0/USU29293AB05]

      


      ORIGINAL
ISSUE
DATE(S):                                           PRINCIPAL
AMOUNT(S):

      November 16,
2009                                                           $[                ]

      


      INTEREST
RATE:                                                             STATED
MATURITY DATE:

      6.25%                                                                                March
15, 2020

      


      INTEREST
PAYMENT
DATE(S):                                    RECORD
DATE:

      March 15
and September 15,
commencing                          
Fifteenth day preceding the applicable Interest Payment

      March 15,
2010                                                                 
Date

      


      DEFAULT
RATE:

      8.25%

      


      Enogex
LLC (the “Company”, which term includes any successor entity), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of
$[                ]
on the Stated Maturity Date

       


      
        
          
            A-2

            
 

          

           


        

        
           


          
            

          

        

        
           


        

      


      specified
above (or any prior date, including a Redemption Date (as defined on the reverse
hereof), on which the principal, or an installment of principal, of this Note
becomes due and payable, whether by the declaration of acceleration, call for
redemption at the option of the Company or otherwise (the Stated Maturity Date
or such prior date, as the case may be, is referred to herein as the “Maturity
Date” with respect to the principal repayable on such date)) and to pay interest
thereon, at the Interest Rate per annum specified above, until the principal
hereof is paid or duly made available for payment, and (to the extent that the
payment of such interest shall be legally enforceable) at the Default Rate per
annum specified above on any overdue principal, premium and/or
interest.  The Company will pay interest in arrears on each Interest
Payment Date specified above (each, an “Interest Payment Date”), commencing
March 15, 2010, and on the Maturity Date.  Interest on this Note will
be computed on the basis of a 360-day year of twelve 30-day months.

       

      Interest
on this Note will accrue from, and including, the immediately preceding Interest
Payment Date to which interest has been paid or duly provided for (or from, and
including, the Original Issue Date if no interest has been paid or duly provided
for with respect to this Note) to, but excluding, the applicable Interest
Payment Date or the Maturity Date, as the case may be (each, an “Interest
Period”).  The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Senior Notes as defined on the reverse hereof) is registered at the
close of business on the fifteenth calendar day (whether or not a Business Day,
as defined below) immediately preceding such Interest Payment Date (the “Record
Date”); provided, however, that interest
payable on the Maturity Date will be payable to the person to whom the principal
hereof and premium, if any, hereon shall be payable.  Any such
interest not so punctually paid or duly provided for (“Defaulted Interest”) will
forthwith cease to be payable to the holder on any Record Date, and shall be
paid to the person in whose name this Note is registered at the close of
business on a special record date (the “Special Record Date”) for the payment of
such Defaulted Interest to be fixed by the Issuing and Paying Agent hereinafter
referred to, notice whereof shall be given to the holder of this Note by the
Issuing and Paying Agent not less than 10 calendar days prior to such Special
Record Date.

       

      Payment
of principal of, and premium, if any, and interest on this Note if in the form
of one or more Global Notes (as defined on the reverse hereof) will be made by
the Company through the Issuing and Paying Agent (as defined on the reverse
hereof) to the Depository.  Interest on this Note if in the form of a
certificated security will be paid by check mailed to the holder at that
holder’s address as it appears in the register for the Senior Notes (as defined
on the reverse hereof) maintained by the Issuing and Paying Agent; however, a
holder of $10,000,000 or more of Senior Notes will be entitled to receive
payments of interest by wire transfer to a bank within the continental United
States, if appropriate wire transfer instructions have been received by the
Issuing and Paying Agent on or prior to the applicable Record
Date.  Such wire instructions, upon receipt by the Issuing and Paying
Agent, shall remain in effect until revoked by such holder.  The
principal, interest at maturity and premium, if any, on this Note if in the form
of a certificated security will be payable in immediately available funds at the
office of the Issuing and Paying Agent upon presentation of this
Note.  If required by law, the Issuing and Paying Agent will withhold
any taxes or other governmental charges on any payment made in connection with
this Note.

       

      If any
Interest Payment Date or the Maturity Date falls on a day that is not a Business
Day, the required payment of principal, premium, if any, and/or interest will be
made on the next succeeding Business Day with the same force and effect as if
made on the date such payment was due, and no interest will accrue on such
payment for the period from and after such Interest Payment Date or the Maturity
Date, as the case may be, to the date of such payment on the next succeeding
Business Day.

       

      As used
herein, “Business Day” means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or executive order to close in New York, New
York.

       

      The
Company is obligated to make payment of principal, premium, if any, and interest
in respect of this Note in U.S. dollars.

       

      Reference
is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall have the same force and effect as if set
forth on the face hereof.

       


      
        
          
            A-3

            
 

          

           


        

        
           


          
            

          

        

        
           


        

      

       

      
        
          	
                  IN
      WITNESS WHEREOF, Enogex LLC has caused this Note to be
      executed.

                
	 
      	 
      	
                   
      

                  ENOGEX LLC 

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                	 
      
	 
      	 
      	
                  Title:

                	 
      


        

         

        
          	 
      
	
                  Countersigned
      for Authentication only

                	 
      	 
      
	
                  
                    on                                                   .

                  

                	 
      	 
      
	 
      
	 
      
	
                  UMB
      Bank, N.A.,

                	 
      	 
      
	
                  as
      Issuing and Paying Agent

                	 
      	 
      
	 
      
	 
      
	 
      
	
                  By:

                	 
      	 
      	 
      
	
                  Name:

                	 
      	 
      	 
      
	
                  Title:

                	 
      Authorized Signatory	 
      	 
      
	 
      
	 
      
	
                  This
      Note is not valid for any purpose unless countersigned by UMB Bank, N.A.,
      as Issuing and Paying Agent.

                
	 
      	 
      	 
      	 
      


        

        
 

      

      
        
          
            A-4

            
 

          

           


        

        
           


          
            

          

        

        
           


        

      


      [REVERSE
OF NOTE]

       

      ENOGEX
LLC

       

      6.25%
SENIOR NOTE DUE 2020

       

      This Note
is one of a duly authorized series of Senior Notes of the Company, designated as
6.25% Senior Notes due 2020 (the “Senior Notes”) issued and to be issued under
an Issuing and Paying Agency Agreement, dated as of November 15, 2009 (as
amended, modified or supplemented from time to time, the “Issuing and Paying
Agency Agreement”), between the Company and UMB Bank, N.A., as Issuing and
Paying Agent (the “Issuing and Paying Agent”, which term includes any successor
issuing and paying agent under the Issuing and Paying Agency Agreement), to
which the Issuing and Paying Agency Agreement and all agreements supplemental
thereto reference is hereby made for a statement of the respective rights,
duties and obligations thereunder of the Company, the Issuing and Paying Agent
and the holders of the Senior Notes, and of the terms upon which the Senior
Notes are, and are to be, authenticated and delivered.  All terms used
but not otherwise defined in this Note shall have the meanings assigned to such
terms in the Issuing and Paying Agency Agreement.

       

      This
Note, and any Senior Note or Notes issued upon transfer hereof, is issuable only
in fully registered form (a “Global Note”), without coupons, in denominations of
$2,000 and integral multiples of $1,000 in excess thereof (an “Authorized
Denomination”).  The Issuing and Paying Agent has been appointed
registrar for the Senior Notes, and the Company will cause the Issuing and
Paying Agent to maintain at its office (or drop agent) in The City of New York a
register for the registration and transfer of Senior Notes. This Note may be
transferred at the aforesaid office of the Issuing and Paying Agent by
surrendering this Note for cancellation, duly endorsed or accompanied by a
written instrument of transfer in form approved by the Issuing and Paying Agent
and duly executed by the registered holder hereof in person or by the holder’s
attorney duly authorized in writing, and thereupon the Issuing and Paying Agent
will issue in the name of the transferee or transferees, in exchange herefor, a
new Senior Note or Notes having identical terms and provisions and having a like
aggregate principal amount in Authorized Denominations, subject to the terms and
conditions set forth herein and in the Issuing and Paying Agency Agreement,
without charge except for any tax or other governmental charge imposed in
relation thereto. The Issuing and Paying Agent is not required to exchange or
register the transfer of any Senior Note during the period of 15 days
immediately preceding the date of first giving any notice of redemption or after
such Note has been selected for redemption.

       

      This Note
is not subject to any sinking fund.

       

      This Note
will be subject to redemption at the option of the Company at any time or in
part from time to time, at the Company’s option, at a redemption price (the
“Redemption Price”) equal to the greater of:

       

      
        	
                ●  

              	
                100%
      of the principal amount of the Note to be redeemed;
  or

              


      

       

      
        	
                ●  

              	
                the
      sum of the present values of the remaining scheduled payments of principal
      and interest on the Note to be redeemed (not including any portion of such
      payments of interest accrued to the date of redemption (the “Redemption
      Date”)) discounted to the Redemption Date on a semiannual basis (assuming
      a 360-day year consisting of twelve 30-day months) at the Treasury Rate
      plus 45 basis points;

              


      

       

      plus, in
each case, accrued and unpaid interest on the principal amount being redeemed to
the Redemption Date.

       

      “Treasury
Rate” means, with respect to any Redemption Date:

       

      
        	
                ●  

              	
                the
      yield, under the heading which represents the average for the immediately
      preceding week, appearing in the most recently published statistical
      release designated “H.15(519)” or any successor publication which is
      published weekly by the Board of Governors of the Federal Reserve System
      and which establishes yields on actively traded U.S. Treasury securities
      adjusted to constant maturity under the caption “Treasury Constant
      Maturities,” for the maturity corresponding to the Comparable Treasury
      Issue (if no maturity is within three months before
  or

              


      

       


      
        
          
            A-5

            
 

          

           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                  

              	
                after
      the Remaining Life (as defined below), yields for the two published
      maturities most closely corresponding to the Comparable Treasury Issue
      will be determined and the Treasury Rate will be interpolated or
      extrapolated from such yields on a straight line basis, rounding to the
      nearest month); or

              


      

       

      
        	
                ●  

              	
                if
      such release (or any successor release) is not published during the week
      preceding the calculation date or does not contain such yields, the rate
      per annum equal to the semiannual equivalent yield to maturity of the
      Comparable Treasury Issue, calculated using 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.

              


      

       

      The
Treasury Rate will be calculated on the third business day preceding the
Redemption Date.

       

      “Comparable
Treasury Issue” means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term
(“Remaining Life”) of the Senior Notes that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Senior Notes.

       

      “Comparable
Treasury Price” means (1) the average of five Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (2) if the Independent Investment
Banker obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such quotations.

       

      “Independent
Investment Banker” means J.P. Morgan Securities Inc., Mitsubishi UFJ Securities
(USA), Inc., Wells Fargo Securities, LLC, or another independent investment
banking institution of national standing appointed by us.

       

      “Reference
Treasury Dealer” means (1) J.P. Morgan Securities Inc. or its successor and
a primary U.S. government securities dealer in the United States (a “primary
treasury dealer”) selected by each of Mitsubishi UFJ Securities (USA), Inc. and
Wells Fargo Securities, LLC, or their respective successors, provided, however, that if any of the
foregoing ceases to be a primary treasury dealer, we will substitute therefor
another primary treasury dealer and (2) any other primary treasury dealer
selected by us after consultation with the Independent Investment
Banker.

       

      “Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Independent
Investment Banker, 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 Independent Investment Banker at 5:00 p.m., New York City time,
on the third business day preceding such Redemption Date.

       

      The
Company will mail a notice of redemption to each holder of the Senior Notes by
first-class mail at least 30 and not more than 60 days prior to the Redemption
Date. Unless the Company defaults on the payment of the Redemption Price,
interest will cease to accrue on the Senior Notes or portions thereof called for
redemption. If fewer than all of the Senior Notes are to be redeemed, the
Issuing and Paying Agent will select, not more than 60 days prior to the
Redemption Date, the particular Senior Notes or portions thereof for redemption
from the outstanding Senior Notes not previously called by such method as the
Issuing and Paying Agent deems fair and appropriate.

       

      If at the
time of mailing the notice of redemption, the Company has not irrevocably
directed the Issuing and Paying Agent to redeem the Senior Notes called for
redemption, the notice may state that the redemption is subject to the receipt
of the redemption moneys by the Issuing and Paying Agent on or prior to the
Redemption Date and that the notice will be of no effect unless such moneys are
received on or prior to such Redemption Date.

       

      Liens. The Company
will not, and will not permit any Subsidiary (as hereinafter defined) to, pledge
or otherwise subject to any lien any of its property or assets (whether now or
hereafter acquired and whether tangible or intangible) unless the Senior Notes
are secured by such pledge or lien equally and ratably with all other
obligations and indebtedness secured thereby so long as such other obligations
and indebtedness shall be so secured.

       


      
        
          
            A-6

            
 

          

           


        

        
           


          
            

          

        

        
           


        

      


      The
agreement of the Company contained in this paragraph does not apply to
“Permitted Encumbrances.” Permitted Encumbrances means:

       

      (1)           any
lien on any asset securing indebtedness, including a capital lease, incurred or
assumed for the purpose of financing all or any part of the cost of acquiring,
repairing, constructing or improving such asset; provided that such lien
attaches to such asset concurrently with or within 12 months after the
acquisition thereof or the completion of the repair, construction or improvement
thereof (including, without limitation, liens in favor of the United States of
America or any state thereof, or any department, agency or instrumentality or
political subdivision of the United States of America or any state thereof, or
for the benefit of holders of securities issued by any such entity to finance
any of the foregoing).

       

      (2)           any
lien on any asset of any person existing at the time such person is merged or
consolidated with or into the Company or any of its Subsidiaries and not created
in contemplation of such event.

       

      (3)           any
lien existing on any asset prior to the acquisition thereof by the Company or
any of its Subsidiaries and not created in contemplation of such
acquisition.

       

      (4)           any
lien arising out of the refinancing, extension, renewal or refunding of any debt
secured by any lien permitted by any of the foregoing clauses or
clauses (14), (15) or (19); provided that such debt is not increased and is
not secured by any additional assets.

       

      (5)           liens
for taxes, assessments or other governmental charges or levies not yet due or
which are being contested in good faith by appropriate proceedings and with
respect to which adequate reserves or other appropriate provisions are being
maintained in accordance with generally accepted accounting principles
(“GAAP”).

       

      (6)           statutory
liens of landlords and liens of carriers, warehousemen, mechanics, materialmen,
and interest owners of oil and gas production and other liens imposed by law,
created in the ordinary course of business and for amounts not past due for more
than 60 days or which are being contested in good faith by appropriate
proceedings, properly instituted and diligently conducted and with respect to
which adequate reserves or other appropriate provisions are being maintained in
accordance with GAAP.

       

      (7)           liens
incurred or deposits made in the ordinary course of business (including, without
limitation, surety bonds and appeal bonds) in connection with pension or
retirement plans, workers’ compensation, unemployment insurance and other types
of social security benefits or to secure the performance of tenders, bids,
leases, contracts (other than for the prepayment of debt), statutory obligations
and other similar obligations or arising as a result of progress payments under
government contracts.

       

      (8)           easements
(including, without limitation, reciprocal easement agreements and utility
agreements), rights of way, covenants, consents, reservations, encroachments,
variations and other restrictions, charges or encumbrances (whether or not
recorded) affecting the use of real property.

       

      (9)           attachment,
judgment and other similar liens arising in connection with court proceedings,
provided the execution or other enforcement of such liens is effectively stayed
and the claims secured thereby are being contested in good faith in such a
manner that the property subject to such liens is not subject to
forfeiture.

       

      (10)           liens
on deposits required by any person with whom the Company or any of its
Subsidiaries enters into Swap Agreements or any credit support therefor, in each
case, in the ordinary course of business for the purpose of directly mitigating
risks associated with liabilities, commitments, investments, assets or property
held or reasonably anticipated.

       

      (11)            liens,
including liens imposed by environmental laws, arising in the ordinary course of
its business that (i) do not secure indebtedness, (ii) do not secure obligations
in an aggregate amount

       


      
        
          
            A-7

            
 

          

           


        

        
           


          
            

          

        

        
           


        

      


      exceeding
$40,000,000 at any time, and (iii) do not in the aggregate materially detract
from the value of its assets or materially impair the use thereof in the
operation of its business.

       

      (12)            deposits
securing liability to insurance carriers under insurance or self-insurance
arrangements.

       

      (13)           liens
securing indebtedness of a Subsidiary to the Company or another
Subsidiary.

       

      (14)           liens
created or assumed by a Subsidiary on any contract for the permitted sale of any
product or service or any proceeds therefrom (including accounts and other
receivables).

       

      (15)           liens
created by a Subsidiary on advance payment obligations by such Subsidiary to
secure indebtedness incurred to finance advances for oil, gas hydrocarbon and
other mineral exploration and development.

       

      (16)           liens
securing obligations, neither assumed by the Company or any Subsidiary nor on
account of which the Company or any Subsidiary customarily pays interest, upon
real estate or under which the Company or any Subsidiary has a right-of-way,
easement, franchise or other servitude or of which the Company or any Subsidiary
is the lessee of the whole thereof or any interest therein for the purpose of
locating pipe lines, substations, measuring stations, tanks, pumping or delivery
equipment or similar equipment.

       

      (17)           liens
arising by virtue of any statutory or common law provision relating to banker’s
liens, rights of setoff or similar rights as to deposit accounts or other funds
maintained with a depository institution and liens of a collecting bank arising
in the ordinary course of business under Section 4-208 of the Uniform Commercial
Code in effect in the relevant jurisdiction covering only the items being
collected upon.

       

      (18)           liens
granted to the administrative agent for the benefit of the lenders under the
Company’s revolving credit facility in respect of cash collateral for letters of
credit issued under the facility.

       

      (19)           liens
existing on the date of the Issuing and Paying Agency Agreement.

       

      (20)           liens
arising in connection with a receivables securitization program securing
indebtedness in an aggregate amount not to exceed at any one time outstanding 5%
of Consolidated Tangible Net Assets.

       

      (21)           liens
incurred in the ordinary course of business in connection with leases and
subleases of real property owned or leased by the Company or any Subsidiary and
not interfering with the ordinary conduct of the business of the Company and the
Subsidiaries.

       

      (22)           other
liens securing indebtedness in an aggregate amount not to exceed at any one time
outstanding 15% of Consolidated Tangible Net Assets.

       

      “Consolidated
Tangible Net Assets” means, as of any date of determination, the total amount of
consolidated assets of the Company and its Subsidiaries minus: (1) all
current liabilities (excluding (a) any current liabilities that by their terms
are extendable or renewable at the option of the obligor thereon to a time more
than 12 months after the time as of which the amount thereof is being computed
and (b) current maturities of long-term debt) and (2) the value (net of any
applicable reserves and accumulated amortization) of all goodwill, trade names,
trademarks, patents and other like intangible assets, all as set forth, or on a
pro forma basis would be set forth, on the consolidated balance sheet of the
Company and its Subsidiaries for the most recently completed fiscal quarter or
year, as applicable, prepared in accordance with GAAP.

       

      “Subsidiary”
means any corporation or other entity of which the Company and/or any other
Subsidiary (within the meaning of this definition) owns (whether directly or
indirectly) securities or other ownership interests 

      


        
          
            
              A-8

            

             


          

          
             


            
              

            

          

          
             


          

        

      

       

      having
ordinary voting power to elect a majority of the board of directors or other
persons performing similar functions.

       

      “Swap
Agreement” means any agreement with respect to any swap, forward, future or
other derivative transaction or option or similar agreement entered into by the
Company or any Subsidiary in order to provide protection to the Company and/or a
Subsidiary against fluctuations in future interest rates, currency exchange
rates or commodity prices.

       

      Sale and Leaseback.
The Company will not, and will not permit any Subsidiary to, enter into any
agreement providing for the leasing by the Company or such Subsidiary of all or
substantially all of the property of the Company or such Subsidiary, which
property has been or is to be sold or transferred by the Company or such
Subsidiary to the lessor thereof, or which is substantially similar in purpose
to property so sold.

       

      Merger, Consolidation,
Etc. The Company shall not consolidate with or merge into any other
entity or convey or transfer all or substantially all of its properties and
assets as an entirety to any person, unless:

       

      (1)           the
entity formed by such consolidation or into which the Company is merged or the
person which acquires by conveyance or transfer the properties and assets of the
Company substantially as an entirety shall be an entity organized and existing
under the laws of the United States of America, any State thereof or the
District of Columbia (the “Successor Entity”) and shall expressly assume, by
amendment to the Issuing and Paying Agency Agreement signed by the Company and
such Successor Entity and delivered to the Issuing and Paying Agent, the due and
punctual payment of the principal of, premium, if any, and interest on all the
Senior Notes and the performance or observance of every covenant hereof and of
the Issuing and Paying Agency Agreement on the part of the Company to be
performed or observed; and

       

      (2)           the
Company shall have delivered to the Issuing and Paying Agent a certificate
signed by an executive officer of the Company and a written opinion of counsel
satisfactory to the Issuing and Paying Agent, each stating that such transaction
and such amendment to the Issuing and Paying Agency Agreement comply with this
paragraph and that all conditions precedent herein provided for relating to such
transaction have been complied with.

       

      Upon any
such consolidation or merger, or any conveyance or transfer of all or
substantially all of the properties and assets of the Company as an entirety in
accordance with this paragraph, the Successor Entity shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
the Issuing and Paying Agency Agreement and the Senior Notes with the same
effect as if the Successor Entity had been named as the Company therein and
thereafter the Company shall be released from its liability as obligor on any of
the Senior Notes and under the Issuing and Paying Agency Agreement.

       

      For
purposes of the foregoing, “all or substantially all of its properties and
assets” shall mean 50% or more of the total assets of the Company as shown on
the consolidated balance sheet of the Company as of the end of the calendar year
immediately preceding the day of the year in which such determination is made.
Further, nothing in the Issuing and Paying Agency Agreement prevents or hinders
the Company from selling, transferring or otherwise disposing during any
calendar year (in one transaction or a series of transactions) less than 50% of
the amount of its total assets as shown on the consolidated balance sheet of the
Company as of the end of the immediately preceding calendar year.

       

      Events of Default.
The registered holder of this Note may, by notice in writing to the Company,
declare the principal of this Note to be, and the same shall thereupon become,
forthwith due and payable, together with interest accrued thereon, upon the
occurrence and continuation of one or more of the following events of
default:

       

      (1)           default
in the payment of any interest on this Note when due or in the payment of any
interest on any other Senior Note when due, which default continues and remains
unremedied for at least 30 calendar days;

       

      


        
          
            
              A-9

            

             


          

          
             


            
              

            

          

          
             


          

        

      

       

      (2)           default
in the payment of principal or redemption price, as the case may be, on this
Note or on any other Senior Note when due on the Maturity Date;

       

      (3)           a
judgment, decree or order by a court having jurisdiction shall have been entered
adjudicating the Company or any Significant Subsidiary (which term for purposes
of this Note shall mean any subsidiary of the Company that would, under the
standards set forth in Rule 405 of Regulation C under the Securities Act be a
“Significant Subsidiary” as defined therein) bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization of the Company or any
Significant Subsidiary under the United States Bankruptcy Code or any other
similar applicable Federal or state law, and such judgment, decree or order
shall not have been vacated or set aside or stayed within 60 days of its entry;
or a judgment, decree or order of a court having jurisdiction for the
appointment of a receiver or liquidator or trustee or assignee in bankruptcy or
insolvency of the Company or of any Significant Subsidiary or of the whole or
any substantial part of the property of any thereof, or for the winding up or
liquidation of the affairs of any thereof, shall have been entered, and such
judgment, decree or order shall not have been vacated or set aside or stayed
within 60 days of its entry;

       

      (4)           the
Company or any Significant Subsidiary shall institute proceedings to be
adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy
proceeding against it, or shall file a petition or answer or consent seeking
reorganization under the United States Bankruptcy Code or any other similar
applicable Federal or state law, or shall consent to the filing of any such
petition, or shall consent to the appointment of a receiver or liquidator or
trustee or assignee in bankruptcy or insolvency of it or of the whole or any
substantial part of U.S. property, or shall make an assignment for the benefit
of creditors, or shall admit in writing its inability to pay its debts generally
as they become due;

       

      (5)           the
Company shall fail to perform or observe any other term, covenant or agreement
contained in this Note to be performed or observed by it, and any such failure
shall continue and remain unremedied for at least 30 calendar days after notice
has been given in writing to the Company by the holder hereof, or

       

      (6)           the
Company or any Subsidiary shall default in the payment when due (subject to any
applicable grace period) whether at stated maturity or otherwise, of any
principal of or interest on (howsoever designated) any indebtedness for borrowed
money of, or guaranteed by, the Company or any Subsidiary (except any such
indebtedness of any Subsidiary to the Company or to any other such Subsidiary),
whether such indebtedness now exists or shall hereafter be created if the
aggregate principal amount of all such indebtedness as to which such default has
occurred equals or exceeds $40,000,000.

       

      Defeasance. If, at or
prior to the maturity of this Note, the Company shall deposit with the Issuing
and Paying Agent, in trust for the benefit of the holder hereof,
either:

       

      (1)           cash
sufficient to pay the principal of and premium, if any, and interest on this
Note as and when the same become due and payable, including upon redemption
prior to maturity, or

       

      (2)           such
amount of U.S. Government Securities (which term shall mean, for the purposes of
this Note, direct obligations of the United States of America to pay principal
which obligations are not callable at the issuer’s option, or direct obligations
of the United States of America to pay interest, in each case for the payment of
which the full faith and credit of the United States of America is pledged) as
will together with the income to accrue thereon without consideration of any
reinvestment thereof be sufficient to pay the principal of and premium, if any,
and interest on this Note as and when the same become due and payable, including
upon redemption prior to maturity,

       

      then in
such case, the Company shall be deemed to have satisfied and discharged this
Note, provided that if
this Note is to be redeemed prior to maturity, this Note will not be deemed
satisfied and discharged until such Note has been irrevocably called or
designated for redemption on a date when this Note may be called for redemption
and proper notice of redemption has been given as provided herein or the Company
has given the Issuing and Paying Agent irrevocable instructions to give such
notice of redemption.

       

      

        
          
            
              A-10

            

             


          

          
             


            
              

            

          

          
             


          

        

      

       

      No
provision of this Note or of the Issuing and Paying Agency Agreement shall alter
or impair the obligation of the Company, which is absolute and unconditional, to
pay principal, premium, if any, and interest in respect of this Note at the
times, places and rate of formula, and In the coin or currency, herein
prescribed.

       

      Prior to
due presentment of this Note for registration of transfer, the Company, the
Issuing and Paying Agent and any agent of the Company or the Issuing and Paying
Agent may treat the holder in whose name this Note is registered as the owner
hereof for all purposes, whether or not this Note be overdue, and neither the
Company, the Issuing and Paying Agent nor any such agent shall be affected by
notice to the contrary.

       

      Any
action by the holder of this Note shall bind all future holders of this Note,
and of any Note issued in substitution herefor or in place hereof, in respect of
anything done or permitted by the Company or the Issuing and Paying Agent in
pursuance of such action.

       

      So long
as this Note shall be outstanding, the Company will maintain an office or agency
for the payment of the principal of, premium, if any, and interest on this Note
as herein provided in the Borough of Manhattan, The City of New York, and an
office or agency in said Borough of Manhattan for the registration and transfer
as aforesaid of the Senior Notes. The Company may designate other agencies for
the payment of said principal, premium, if any, and interest at such place or
places (subject to applicable laws and regulations) as the Company may decide.
So long as there shall be an Issuing and Paying Agent, the Company shall keep
the Issuing and Paying Agent advised of the names and locations of such
agencies, if any agency is so designated.

       

      Any
moneys deposited with the Issuing and Paying Agent for the payment of the
principal of, premium, if any, or interest on any Senior Notes, and remaining
unclaimed at the end of two years after the last of such principal or interest
shall have become due and payable (whether at maturity or otherwise), shall then
be repaid to the Company and upon such repayment all liability of the Issuing
and Paying Agent with respect to such moneys shall thereupon cease, without,
however, limiting in any way any obligation which the Company may have to pay
the principal of, premium, if any, or interest on this Note as the same shall
become due.

       

      The
Issuing and Paying Agency Agreement and this Note shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely in such State, without regard to
principles of conflicts of laws.

       


      
        
          
            A-11

            
 

          

           


        

        
           


          
            

          

        

        
           


        

      


      ABBREVIATIONS

       

      The
following abbreviations, when used in the inscription on the face of this Note,
shall be construed as though they were written out in full according to
applicable laws or regulations:

      
         

        
          	
                  TEN
      COM-

                	 
      	
                  as
      tenants in common

                	 
      	
                  UNIF
      GIFT

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                  MIN
      ACT-

                	 
      	
                  Custodian

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                  (Cust)

                	 
      	
                  (Minor)

                


        

         

        
          	
                  TEN
      ENT-

                	 
      	
                  as
      tenants by the entireties

                	 
      	
                  Under
      Uniform Gifts to Minors Act

                


        

         

        
          	
                  JT
      ENT-

                	 
      	
                  as
      joint tenants with right of

                	 
      	 
      
	 
      	 
      	
                  survivorship
      and not as tenants

                	 
      
	 
      	 
      	
                  in
      common

                	 
      	 
      
	 
      	 
      	 
      	 
      	
                  State

                


        

         

        
          	
                  Additional
      abbreviations may also be used though not in the above
    list.

                
	 
      	 
      	 
      


        

         

        
          	
                  FOR
      VALUE RECEIVED, the undersigned hereby sell (s),

                
	
                  Assign
      (s) and transfer (s) unto

                


        

         

        
          	
                  PLEASE
      INSERT SOCIAL SECURITY OR OTHER

                	 
      
	
                  IDENTIFYING
      NUMBER OF ASSIGNEE

                	 
      


        

         

        
          	 
      
	 
      
	 
      


        

         

        
          	
                  Please
      print or typewrite name and address

                
	
                  including
      postal zip code of assignee

                


        

         

        
          	 
      	 
      
	
                  the
      within Note and all rights thereunder hereby

                	 
      
	
                  irrevocably
      constituting and appointing attorney to

                	 
      
	
                  transfer
      said Note on the books of the Issuing and Paying

                	 
      
	
                  Agent,
      with full power of substitution in the premises.

                	 
      


        

         

        
          	
                  Dated

                	 
      	 
      


        

         

        
          	 
      	 
      
	 
      	
                  NOTICE:
      The signature to this assignment must

                
	 
      	
                  correspond
      with the name as written upon the face of the

                
	 
      	
                  within
      instrument in every particular, without alteration or

                
	 
      	
                  enlargement
      or any change whatever.

                


        

        
 

      


      
        
          
            A-12

            
 

          

           


        

        
           


          
            

          

        

        
           


        

      

      


        
          	 
      	
                  Signature
      Guaranteed By:

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                  (Name
      of Eligible Guarantor Institution as

                
	 
      	
                  defined
      by SEC Rule 17 Ad-15 (17 CFR 240.17

                
	 
      	
                  Ad-15))

                


        

         

        
          
            	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	
                    Name

                  	 
      
	 
      	
                    Title:

                  	 
      


          

        

        
          	 
      	 
      
	 
      	
                	 
      
	 
      	
                	 
      
	 
      	
                	 
      


        



        
          
            
              A-13
 

            

             


          

          
             


            
              

            

          

          
             


          

        



      EXHIBIT
B—FORM OF BOND POWER

       

      [Form
of Bond Power]

       

      


       

      FOR VALUE
RECEIVED the undersigned Registered Holder(s) hereby sell(s), assign(s) and
transfer(s) unto

      
         

        
          	 
      
	 
      
	 
      


        

        (please
print or typewrite name, address, including postal zip code, and Taxpayer
identification number of assignee) the attached Note and all rights thereunder,
hereby irrevocably constituting and appointing
___________________________ attorney
to transfer said Note on the books of the issuer with full power of substitution
in the premises.

      

       

      In
connection with any transfer of the attached Note of Enogex LLC (the “Company”),
the undersigned confirms that without utilizing any general solicitation or
general advertising:

       

      [Check
One]

       

      
        	
                o

              	
                (a)

              	
                The
      Note is being transferred by the undersigned to a “qualified institutional
      buyer” (as defined in Rule 144A under the Securities Act of 1933, as
      amended (the “Securities Act”)) acting for its own account or for the
      account of another “qualified institutional buyer” in reliance upon the
      exemption from the registration provisions of Section 5 of the Securities
      Act provided by Rule 144A
thereunder.

              


      

       

      
        	
                or

              


      

       

      
        	
                o

              	
                (b)

              	
                The
      Note is being transferred by the undersigned to a person who is not a
      “U.S. person” (as defined in Rule 902 of Regulation S under the
      Securities Act (“Regulation S”)) in a transaction or transactions
      taking place outside the United States in accordance with
      Regulation S.

              


      

       

      
        	
                or

              


      

       

      
        	
                o

              	
                (c)

              	
                The
      Note is being transferred pursuant by the undersigned in reliance upon the
      exemption from the registration provisions of Section 5 of the Securities
      Act provided by                                                                                       .

              	
                .

              


      

       

      The
undersigned also confirms that it did not purchase the Note as part of the
initial distribution thereof and that the transfer is being effected pursuant to
and in accordance with an exemption from registration under the Securities
Act.

       

      The
Issuing and Paying Agent will not register the Note in the name of any person
other than the Registered Holder(s) thereof unless (1) one of the foregoing
boxes is checked and (2) the other conditions to any such transfer of
registration set forth on the face of the Note and in Section 12 of the
Issuing and Paying Agency Agreement shall have been satisfied.

       

      
         

        
          	
                  Dated:

                	                                                                    
      	
                  By:

                	 
      
	 
      	 
      	 
      	
                   NOTICE:  The
      signature of the Registered Holder(s) to this assignment must correspond
      with 

                
	 
      	 
      	 
      	
                   the
      name as written upon the face of the attached
  Note.

                


        

         

      

      
      

       

      
        

          
            
               


            

            
               


              
                

              

            

            
               


            

          



      

      TO
BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED:

       

      The
undersigned represents and warrants that it is a “qualified institutional buyer”
(as defined in Rule 144A under the Securities Act) and that it is acquiring
the Note for its own account or for accounts for which it exercised sole
investment discretion and that, if applicable, each account is a “qualified
institutional buyer.”  The undersigned acknowledges that it has
received such information regarding the Company as the undersigned has requested
pursuant to Rule 144A or has determined not to request such information and
that it is aware that the Registered Holder(s) is relying upon the foregoing
representations in order to claim the exemption from the registration provisions
of Section 5 of the Securities Act provided by Rule 144A.  The
undersigned acknowledges that the Note cannot be resold unless registered under
the Securities Act or pursuant to an exemption from registration under the
Securities Act.

       

      
         

        
          	 
      	 
      	
                  (Name
      of Transferee)

                


        

         

         

        
          	
                  Dated:

                	                                                                                                       
      	
                  By:

                	 
      
	 
      	 
      	 
      	
                  NOTICE:  To
      be executed by an executive

                
	 
      	 
      	 
      	
                  officer.

                


        

         

         

      

       


      
        
          
            B-2

            
 

          

           


        

        
           


          
            

          

        

        
           


        

      


      TO
BE COMPLETED BY PURCHASER IF (b) ABOVE IS CHECKED:

       

      The
undersigned represents and warrants that it is not a “U.S. person” (as defined
in Rule 902 of Regulation S under the Securities Act) and that it is
acquiring the Note in a transaction or transactions taking place outside the
United States in accordance with Regulation S.  The undersigned
acknowledges that the Note cannot be resold unless registered under the
Securities Act or pursuant to an exemption from registration under the
Securities Act.

      
         

        
           

          
            	 
      	 
      	
                    (Name
      of Transferee)

                  


          

           

           

          
            	
                    Dated:

                  	                                                                                                      	
                    By:

                  	 
      
	 
      	 
      	 
      	
                    NOTICE:  To
      be executed by an executive

                  
	 
      	 
      	 
      	
                    officer.

                  


          

          
 

        

      

       


      
        
          
            B-3