Issuing And Paying Agency Agreement

Exhibit 10.14


ISSUING AND PAYING AGENCY AGREEMENT


THIS AGREEMENT, dated as of January 1, 2000 (the " Agreement" ), is by and between ENOGEX INC., a corporation organized under the laws of the State of Oklahoma (the " Issuer" ), and THE BANK OF NEW YORK, a New York banking corporation, 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 8.125% Senior Notes due 2010 (the " Notes" ), in the aggregate principal amount of $400,000,000. The Issuer and Lehman Brothers Inc. (" Lehman" ), Banc of America Securities LLC, Banc One Capital Markets, Inc., Bear, Stearns & Co., Inc., CIBC World Markets Corp., First Union Securities, Inc. and Warburg Dillon Read LLC (collectively, with Lehman, the " Initial Purchasers" ) have entered into a Placement Agreement dated as of January 11, 2000, elating 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 $1,000 and any larger denominations in integral multiples thereof 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: (i) 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; (ii) taxpayer identification number of each Registered Holder; (iii) 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 January 15 and July 15 of each year, commencing July 15, 2000, 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. All interest payments on the Notes (other than interest due upon redemption or at maturity) will be made by check of the Issuing Agent mailed to the Registered Holders, as such Registered Holders appear on the Record Date in the Note Register referred to in Section 11 hereof, or to such other address as any Registered Holder shall designate to the Issuing Agent in writing not later than the relevant Record Date, or, in the case holders of $10,000,000 or more in aggregate principal amount of Notes, at the option of such holder, by wire transfer of immediately available funds if appropriate wire transfer instructions have been received by the Issuing Agent on or before such Record Date. 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


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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 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 22(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


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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 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. 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 to, by, through or in a transaction approved by an Initial Purchaser, (ii) so long as such Note is eligible for resale pursuant to Rule 144A (" Rule 144A" ) under the Securities Act of 1933, as amended (the " 1933 Act" ), to a person whom the seller reasonably believes is a " Qualified Institutional Buyer" (as defined in Rule 144A) acquiring such Note or interest therein for its own account or as a fiduciary or agent for others (which others must also be Qualified Institutional Buyers) to whom notice is given that such resale or other transfer is being made in reliance on Rule 144A, (iii) pursuant to an exemption from registration provided by Rule 144 under the 1933 Act, (iv) to an " Institutional Accredited Investor" (as defined in the Note) acquiring such Note or interest therein for its own account or as a fiduciary or agent for others (which others must also be Institutional Accredited Investors unless such transferee is a bank acting in a fiduciary capacity) for investment purposes and not for distribution in violation of the 1933 Act in a transaction exempt from registration, or (v) pursuant to an effective registration statement under the 1933 Act. The consent of an Initial Purchaser referred to in subsection (i) above must be given by a facsimile transmission or any other method to which the Issuing Agent has agreed on or before the time of transfer. To effectuate the foregoing restrictions on resales and other transfers of


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Notes in certificated form, if any resale or other transfer of such a Note described in clause (ii) or (iv) above is proposed to be made, the holder and the prospective purchaser or transferee shall be required 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 Section 11(b) or Section 11(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.


(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 11, 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 11, 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 11(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 for exchange, the Issuing Agent shall complete, authenticate and deliver the Notes that the Registered Holder making the exchange is entitled to receive.


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SECTION 12. 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 13. 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 14. 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 The Depository Trust Company (" DTC" ) and such Notes shall be registered in the name of Cede & Co., as nominee for DTC.


(b) Such Notes shall be initially issued in the form of a separate single authenticated fully registered certificate in the name of Cede & Co. and in the principal amount of such Notes (a " Global Note" ). Upon initial issuance, 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 a Global Note, 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


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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 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 Section 14(c) and (g) 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 or at any time ceases to be a clearing agency registered as such under the 1934 Act, (ii) the Issuer instructs the Issuing Agent that such Global Note shall be exchangeable or (iii) 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. 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 a Global Note, 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.


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(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 Participan ...