INSTRUMENT OF
APPOINTMENT AND ACCEPTANCE OF
SUCCESSOR TRUSTEE
INSTRUMENT OF APPOINTMENT AND ACCEPTANCE OF SUCCESSOR TRUSTEE, dated as
of May 21, 1997, by and between Mountain Fuel Supply Company (the "Company"), a
Utah corporation having its principal office at 180 East 100 South, Salt Lake
City, Utah, and First Security Bank, National Association (the "Successor
Trustee"), a national banking association duly organized and existing under the
laws of the United States of America, having its principal Corporate Trust
office at 79 South Main Street, Salt Lake City, Utah, and Citibank, N.A., a
national banking association duly incorporated and existing under the laws of
the United States of America, having its principal Corporate Trust office at 120
Wall Street, New York, NY 10043 (herein called "Citibank").
RECITALS:
WHEREAS, The Company and Citibank, N.A. (the "Resigning Trustee")
entered into an Indenture (the "Indenture") dated as of May 1, 1992;
WHEREAS, Section 606(b) of the Indenture provides that the trustee may
at any time resign by giving written notice of such resignation to the Company,
effective upon the appointment of a successor trustee and acceptance of such
appointment by a successor trustee;
WHEREAS, Section 606(e) of the Indenture provides that, if the trustee
shall resign, the Company shall promptly appoint a successor trustee;
WHEREAS, Resigning Trustee gave notice of resignation as trustee under
the Indenture on May 1, 1997;
WHEREAS, the Company by a Board Resolution dated May 20, 1997 has duly
appointed the Successor Trustee as trustee to succeed Resigning Trustee under
the Indenture;
WHEREAS, Section 607 of the Indenture provides that any successor
trustee appointed in accordance with Section 606(e) thereof shall execute,
acknowledge and deliver to the Company and the retiring trustee an instrument
accepting such appointment under the Indenture, and thereupon the resignation of
the retiring trustee shall become effective and such successor trustee, without
any further act, deed, or conveyance, shall become vested with all rights,
powers, duties and obligations of the retiring trustee; and
WHEREAS, Successor Trustee is willing to accept such appointment as
successor trustee under the Indenture;
NOW, THEREFORE, the Company and Successor Trustee, for and in
consideration of the premises and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, hereby consent and
agree as follows;
ARTICLE I
THE BENEFICIARY
SECTION 101. The Company hereby accepts the resignation of Citibank as
Trustee under the Indenture, such resignation to be effective May 21,
1997. From May 21, 1997 Citibank shall have no further responsibility for the
exercise of the rights and powers or of the performance of the trusts and duties
vested in the Trustee under the Indenture.
SECTION 102. The Company hereby appoints Successor Trustee as Trustee
under the Indenture to succeed to, and hereby vests Successor Trustee with, all
the rights, powers, duties and obligations of Resigning Trustee under the
Indenture with like effect as if Successor Trustee were originally named as
Trustee under the Indenture.
SECTION 103. In accordance with Section 606(f) of the Indenture, the
Company shall cause notice to be given of the resignation of Citibank and the
appointment of the Successor Trustee.
SECTION 104. The Company hereby represents and warrants that:
(a) It has performed or fulfilled each covenant, agreement and
condition on its part to be performed or fulfilled under the Indenture, or the
other documents to which it is a party, on or prior to the date hereof;
(b) No default or Event of Default or, to the best of its knowledge,
any event which with notice or the passage of time or both would constitute an
Event of Default under the Indenture has occurred and is continuing as of the
date hereof.
ARTICLE II
THE SUCCESSOR TRUSTEE
SECTION 201. Successor Trustee hereby represents and warrants to
Resigning Trustee and to the Company, that Successor Trustee is eligible under
the provisions of Section 609 of the Indenture.
SECTION 202. Successor Trustee hereby accepts its appointment as
Successor Trustee under the Indenture and accepts the rights, powers, duties and
obligations of Resigning Trustee under the Indenture, upon the terms and
conditions set forth therein, with like effect as if originally named as Trustee
under the Indenture.
ARTICLE III
MISCELLANEOUS
SECTION 301. Except as otherwise expressly provided herein or unless
the context otherwise requires, all terms used herein which are defined in the
Indenture shall have the meaning assigned to them in the Indenture.
SECTION 302. This Agreement shall be governed by and construed in
accordance with the laws of the jurisdiction whose laws govern the Indenture.
SECTION 303. This Agreement may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
2
IN WITNESS HEREOF, the parties have caused this Instrument of
Appointment and Acceptance to be duly executed and acknowledged as of the day
and year first above written.
Mountain Fuel Supply Company
By: /s/ S.E. Parks
---------------------------
Its: Vice President, Treasurer and CFO
First Security Bank, National Association,
as Successor Trustee
By: /s/ Brett R. King
---------------------------
Its: Assistant Vice President
Citibank, N.A.,
as Resigning Trustee
By: /s/ Wafaa Orfy
-----------------------------
Its: Senior Trust Officer