(2) if to the Dealer Managers, initially at, J.P. Morgan Securities LLC at 383 Madison Avenue, New York, New York 10179, Attention: Liability Management Group, telephone number: (866) 834-4666, and Credit Agricole Securities (USA) Inc., at 1301 Avenue of the Americas, New York, New York 10019, Attention: Debt Capital Markets/Liability Management, telephone number: (866) 807-6030, with a copy delivered or sent by mail or facsimile transmission to Vinson & Elkins L.L.P., 1001 Fannin, Suite 2500, Houston, Texas 77002, Attention: Douglas E. McWilliams (Fax: (713) 615-5725); and
(3) if to the Issuer or the Guarantors, Southwestern Energy Company, 10000 Energy Drive, Spring, Texas 77389, facsimile number ###-###-####, and confirmed to it at Michael E. Hancock, Attention: Vice President, Treasurer and CFO (Interim).
All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; one business day after being delivered to a next-day air courier; five business days after being deposited in the mail; and when receipt is acknowledged by the recipients telecopier or facsimile machine, if sent by telecopier or facsimile.
(c) Successors And Assigns. This Agreement shall be binding upon the Issuer, the Guarantors and their respective successors and assigns.
(d) Counterparts. This Agreement may be executed in any number of counterparts (which may be delivered in original form or by telecopier) and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
(e) Definition of Terms. For purposes of this Agreement, (a) the term business day means any day on which the New York Stock Exchange, Inc. is open for trading, (b) the term subsidiary has the meaning set forth in Rule 405 under the Act and (c) except where otherwise expressly provided, the term affiliate has the meaning set forth in Rule 405 under the Act.
(f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
(g) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
(h) Remedies. In the event of a breach by the Issuer, the Guarantors or by any Holder of any of their respective obligations under this Agreement, each Holder, the Issuer or the Guarantors, as the case may be, in addition to being entitled to exercise all rights granted by law, including recovery of damages (other than the recovery of damages for a breach by the Issuer and the Guarantors of their obligations under Sections 1 or 2 hereof for which Additional Interest has been paid pursuant to Section 3 hereof), will be entitled, to the fullest extent permitted by law, to specific performance of its rights under this Agreement. The Issuer, the Guarantors and each Holder agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agree that, in the event of any action for specific performance in respect of such breach, it shall, to the fullest extent permitted by law, waive the defense that a remedy at law would be adequate.