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EXHIBIT 4.5(c)
AMENDMENT TO NOTE PURCHASE AGREEMENT
THIS AMENDMENT TO NOTE PURCHASE AGREEMENT is made and entered into as
of the 22nd day of December, 1993 by and between ATMOS ENERGY CORPORATION, a
Texas corporation (the "Company"), and THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY, a Texas life insurance company ("Purchaser").
W I T N E S S E T H:
WHEREAS, the Company and Purchaser entered into that certain Note
Purchase Agreement dated as of August 29, 1991, as amended by an Amendment to
Note Purchase Agreement dated November 26, 1991 (such Note Purchase Agreement
as amended being hereinafter referred to as the "Agreement"), pursuant to which
the Company sold to Purchaser certain of its 9.57% Senior Notes in an aggregate
principal amount of $20,000,000; and
WHEREAS, the Company and Purchaser now desire to amend the Agreement
in the manner hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Section 1.2 of the Agreement shall be, and hereby is, amended
by adding the following definitions therein:
"Tenth Supplemental Indenture" means that certain Tenth Supplemental
Indenture dated as of December 1, 1993 between the Company and
Colorado National Bank (formerly Central Bank Denver, National
Association).
"Greeley Indenture" means the Indenture of Mortgage and Deed of Trust
dated as of March 1, 1957 between Greeley Gas Company and the Central
Bank and Trust Company, as Trustee, as supplemented by the First
through Tenth Supplemental Indentures thereto (the obligations of
Greeley Gas Company and its successors under the Greeley Indenture and
under the bonds issued pursuant thereto having been assumed by the
Company under the First Amendment to Bond Purchase
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Agreement dated as of December 1, 1993, between the Company and First
Colony Life Insurance Company).
2. Paragraph (ii) of Section 4.10(b) of the Agreement shall be,
and hereby is, amended to read in its entirety as follows:
(ii) Liens existing on any real property (including leaseholds) and
fixtures thereon (and in the cases of the Liens of the Western
Kentucky Indenture and Greeley Indenture, other property covered by
the Western Kentucky Indenture as specifically limited by the Twelfth
Supplemental Indenture or by the Greeley Indenture as specifically
limited by the Tenth Supplemental Indenture) at the time of
acquisition of such property by the Company or by such Subsidiary
through a merger or consolidation permitted under Section 4.4 above,
whether or not assumed, or on any such property of a Subsidiary at the
time such Subsidiary is acquired by the Company or another Subsidiary
in an acquisition permitted under Section 4.15; provided that every
such Lien described in this clause (ii) shall apply and attach only to
the specific items of property originally subject thereto and fixed
improvements constructed thereon (and including repairs thereto and
replacements thereof) and any extensions located entirely in the State
of Kentucky of the former Western Kentucky Gas Utility Corporation
system with respect to the Lien of the Western Kentucky Indenture or
extensions located in the States of Colorado, Kansas, or Missouri of
the former Greeley Gas Company system with respect to the Lien of the
Greeley Indenture and shall not extend to any other assets or property
whatsoever (including, without limitation, to any property or assets
of the acquiring entity or of the other corporation or corporations
which are party to the merger or consolidation), other than such
assets of the acquired company for so long as the acquired company
shall remain a separate corporate entity; and provided further that at
no time shall the aggregate principal amount of all Debt secured by
Liens described in this clause (ii), including without limitation the
Liens of the Western Kentucky Indenture and Greeley Indenture, exceed
55% of the aggregate cost (including the secured Debt) or fair value
(without deducting the secured Debt), whichever is less, of the assets
subject thereto (with the lower of cost or fair value to be determined
separately with respect to each such asset);
3. Except to the extent amended or modified herein, the Agreement
is, and shall continue, in full force and effect in accordance with the terms
and provisions thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Note Purchase Agreement effective as of the date first written above.
ATMOS ENERGY CORPORATION THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President Investment Officer
and Chief Financial Officer
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