EXHIBIT 4.11(b)
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ATMOS ENERGY CORPORATION
(Successor by Merger to United Cities Gas Company)
to
FIRST TRUST NATIONAL ASSOCIATION
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of July 29, 1997
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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of the 29th day of July, 1997,
by and between ATMOS ENERGY CORPORATION, ("Atmos"), a corporation duly organized
and existing under and by virtue of the laws of the State of Texas (hereinafter
sometimes called the "Company"), and FIRST TRUST NATIONAL ASSOCIATION, successor
to Bank of America Illinois, as Trustee, a national banking association
organized and existing under the laws of the United States, having its principal
place of business in Chicago, Illinois, as Trustee (hereinafter sometimes
referred to as "Trustee"),
WITNESSETH
WHEREAS, United Cities Gas Company ("United Cities") has heretofore
executed and delivered to the Trustee an Indenture dated as of November 15,
1995;
WHEREAS, there are currently outstanding three tranches, all of the same
series, of medium-term notes under the Indenture designated, respectively,
"Medium-Term Notes, Series A 1995-1, 6.67% due December 15, 2025," "Medium-Term
Notes, Series A 1995-2, 6.27% due December 19, 2010," and "Medium-Term Notes,
Series A 1995-3, 6.20%, due December 19, 2000" (hereinafter referred to as the
"Medium-Term Notes" or the "Outstanding Securities").
WHEREAS, effective on the date hereinafter written, United Cities merged
with and into Atmos (the "Merger") and Atmos is the surviving company of the
Merger.
WHEREAS, as a result of the Merger, all property, rights, privileges,
powers and franchises of United Cities vested in Atmos, and all rights of the
Trustee and the holders of the Outstanding Securities were preserved unimpaired,
and are enforceable against Atmos to the same extent as if it had been named a
party to the Indenture.
WHEREAS, Article Eleven of the Indenture permits United Cities to merge
with and into another corporation provided that the surviving corporation
executes and delivers to the Trustee a supplemental indenture in and by which it
expressly assumes the due and punctual payment of the principal of and premium,
if any, and interest, if any, on all Outstanding Securities according to their
tenor, and the due and punctual performance of every covenant of the Indenture
to be performed or observed by United Cities.
WHEREAS, the execution and delivery of this First Supplemental Indenture
has been duly authorized by Atmos and all conditions precedent to the execution
and delivery hereof by Atmos and the Trustee provided for in the Indenture have
been complied with, and all acts and things necessary to constitute this First
Supplemental Indenture a valid indenture and agreement according to the terms
thereof have been done and performed.
WHEREAS, the Trustee has duly determined to execute this First
Supplemental Indenture and to be bound, insofar as lawful, by the provisions
thereof;
IN WITNESS WHEREOF, ATMOS ENERGY CORPORATION has caused this First
Supplemental Indenture to be signed and acknowledged by its President or one of
its Vice Presidents, and its corporate seal to be affixed hereunto, and the same
to be attested by its Secretary or one of its Assistant Secretaries, and FIRST
TRUST NATIONAL ASSOCIATION has caused this First Supplemental Indenture to be
signed and acknowledged by one of its Vice Presidents, and its corporate seal to
be affixed hereunto, and the same to be attested by one of its Assistant
Secretaries, all as of the day and year first above written.
ATMOS ENERGY CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Executive Vice President and CFO
(SEAL) ATTEST:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Assistant Secretary
-3-
FIRST TRUST NATIONAL ASSOCIATION, as
Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Vice President and Assistant Secretary
ATTEST:
/s/ ▇. ▇. ▇▇▇▇▇▇▇
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STATE OF TEXAS )
) SS:
COUNTY OF Dallas )
On the 29 day of July 1997, before me personally came ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to
me known, who, being by me duly sworn, did depose and say that he is the
Executive Vice President & CFO of Atmos Energy Corporation, a Texas and Virginia
corporation, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporation's seal that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.
/s/ ▇▇▇▇ ▇▇▇▇
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Notary Public
(NOTARIAL SEAL)
STATE OF ILLINOIS )
) SS:
COUNTY OF ▇▇▇▇ )
On the 28th day of July 1997, before me personally came ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
to me known, who, being by me duly sworn, did depose and say that he is the Vice
President and Assistant Secretary of First Trust National Association, one of
the corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporation's seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
/s/ ▇. ▇▇▇▇▇▇▇
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Notary Public
(NOTARIAL SEAL)