Exhibit 99.2
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ATMOS ENERGY CORPORATION
7 3/8% Senior Notes due 2011
No. 1 CUSIP NO. 049560 AB1
Atmos Energy Corporation, a Texas and Virginia corporation (herein
called the "Company", which term includes any successor entity under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns the principal sum of THREE HUNDRED FIFTY
MILLION DOLLARS ($350,000,000) on May 15, 2011 (the "Maturity Date"), at the
office or agency of the Company referred to below, and to pay interest thereon
from May 22, 2001, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually on May 15 and November
15 in each year (each, an "Interest Payment Date"), commencing November 15, 2001
at 7 3/8% per annum until the principal hereof is paid or duly provided for.
Any payment of principal or interest required to be made on a day that
is not a Business Day need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on such day
and no interest shall accrue as a result of such delayed payment. Interest
payable on each Interest Payment Date will include interest accrued from and
including May 22, 2001, or from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for, as the case may be,
to but excluding such Interest Payment Date.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
person (the "Holder") in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the May 1 and November 1
(whether or not a Business Day) next preceding such Interest Payment Date (a
"Regular Record Date"). Any such interest not so punctually paid or duly
provided for ("Defaulted Interest") will forthwith cease to be payable to the
Holder on such Regular Record Date and either may be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a special record date (the "Special Record Date") for the
payment of such Defaulted Interest to be fixed by the Trustee (referred to
herein), notice whereof shall be given to the Holder of this Security not less
than ten days prior to such Special Record Date, or may be paid at any time in
any other lawful manner, all as more fully provided in the Indenture.
For purposes of this Security, "Business Day" means any day that, in
the city of the principal Corporate Trust Office of the Trustee and in the City
of New York, is neither a Saturday, Sunday, or legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to close.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, the City of New York, or at such other
office or agency of the Company as may be maintained for such purpose, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. So long as this Security
remains in book-entry form, all payments of principal and interest will be made
by the Company in immediately available funds.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
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Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.
This Security is one of a duly authorized issue of securities of the
Company designated as its 7 3/8% Senior Notes due 2011 (herein called the
"Securities"), limited (except as otherwise provided in the Indenture referred
to below) in aggregate principal amount to $350,000,000, which may be issued in
one or more series under an Indenture, dated as of May 22, 2001 (as it may be
supplemented from time to time herein called the "Indenture"), between the
Company and SunTrust Bank, as trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture with respect to the series of
which this Security is a part), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties, obligations and immunities thereunder of
the Company, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
Events of Default. If an Event of Default shall occur and be
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continuing, the principal of all the Securities may be declared due and payable
in the manner and with the effect provided in the Indenture.
Maturity. The Securities will be redeemable, in whole or in part, at
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the Company's option, at any time at a Redemption Price equal to the greater of:
(a) 100% of the principal amount of the Securities, or
(b) as determined by the Quotation Agent, the sum of the present
values of the Remaining Scheduled Payments of principal and interest on the
Securities discounted to the Redemption Date on a semi-annual basis assuming a
360-day year consisting of twelve 30 day months at the Adjusted Treasury Rate
plus 25 basis points;
plus, in either case, accrued and unpaid interest on the principal amount of
Securities being redeemed to the Redemption Date.
"Adjusted Treasury Rate" means, for any Redemption Date, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price of the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
that Redemption Date.
"Comparable Treasury Issue" means the United States treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Securities to be redeemed that would be used, at the time of a
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Securities.
"Comparable Treasury Price" means, for any Redemption Date, the Reference
Treasury Dealer Quotation for that Redemption Date.
"Quotation Agent" means the Reference Treasury Dealer appointed by us.
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"Reference Treasury Dealer" means Banc of America Securities LLC and its
successors; provided, however, if Banc of America Securities LLC ceases to be a
primary U.S. government securities dealer in New York City (a "Primary Treasury
Dealer"), we will substitute another Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means, with respect to any Redemption
Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed, in each case, as a percentage of its
principal amount) quoted in writing to the Trustee by the Reference Treasury
Dealer by 5:00 p.m. on the third business day preceding the Redemption Date.
"Remaining Scheduled Payments" means, with respect to each Security to be
redeemed, the remaining scheduled payments of the principal and interest on such
Security that would be due after the related Redemption Date but for such
redemption; provided, however, that if such Redemption Date is not an Interest
Payment Date, the amount of the next succeeding scheduled interest payment on
such note will be reduced by the amount of interest accrued on such note to such
Redemption Date.
In the event that less than all of the Securities are to be redeemed
at any time, selection of such Securities for redemption will be made by the
Trustee on a pro rata basis, by lot or by such method as the Trustee in its sole
discretion shall deem fair and appropriate; provided, however, that no
Securities of a principal amount of $1,000 or less shall be redeemed in part.
Notice of redemption shall be given by first-class mail, postage prepaid, mailed
not less than 30 nor more than 60 days before the Redemption Date, to each
Holder of Securities to be redeemed, at its address as shown in the Security
Register. If the Securities are to be redeemed in part only, the notice of
redemption that relates to such Securities shall state the portion of the
principal amount thereof to be redeemed. A new Security in a principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon surrender for cancellation of the original Security. On and after
the Redemption Date, interest will cease to accrue on Securities or portions
thereof called for redemption unless the Company defaults in the payment of the
Redemption Price.
Sinking Fund. This Security does not have the benefit of any sinking
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fund obligations.
Modification and Waivers; Obligations of the Company Absolute. The
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Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of each series. Such amendment may be effected under
the Indenture at any time, subject to certain exceptions, by the Company and the
Trustee with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities of such series at the time Outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of not less than a majority in principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all Outstanding Securities, to waive
compliance by the Company with certain provisions of the Indenture. Furthermore,
provisions in the Indenture permit the Holders of not less than a majority in
principal amount of the Outstanding Securities of individual series to waive on
behalf of all of the Holders of Securities of such individual series certain
past defaults under the
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Indenture and their consequences. Any such consent or waiver by or on behalf of
the Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
Defeasance and Covenant Defeasance. The Indenture contains provisions
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for defeasance at any time of (a) the entire indebtedness of the Company on this
Security and (b) certain restrictive covenants and the related Defaults and
Events of Default, upon compliance by the Company with certain conditions set
forth therein, which provisions apply to this Security.
Authorized Denominations. The Securities are issuable only in
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registered form, without coupons in denominations of $1,000 and any integral
multiple thereof.
Registration of Transfer or Exchange. As provided in the Indenture
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and subject to certain limitations therein set forth, the transfer of this
Security is registrable on the Security Register of the Company, upon surrender
of this Security for registration of transfer at the office or agency of the
Company, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees. At
the date of the original issuance of this Security such office or agency of the
Company is maintained by SunTrust Bank, Corporate Trust Division, 25 Park Place,
24th Floor, Atlanta, GA 30303-2900.
As provided in the Indenture and subject to certain limitations
therein set forth, the Securities are exchangeable for a like aggregate
principal amount of Securities of a different authorized denomination, as
requested by the Holder surrendering the same.
No service charge shall be made for any registration of transfer or
exchange or redemption of Securities, but the Company may require payment of a
sum sufficient to pay all documentary, stamp or similar issue or transfer taxes
or other governmental charges payable in connection with any registration of
transfer or exchange.
Prior to the time of due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any agent shall be affected by notice to
the contrary.
Defined Terms. All terms used in this Security which are defined in
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the Indenture shall have the meanings assigned to them in the Indenture.
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Governing Laws. The Indenture and this Security shall be governed by
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and construed in accordance with the laws of the State of New York, without
regard to conflicts of laws principles.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
ATMOS ENERGY CORPORATION
By: /s/ Louis P. Gregory
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Name: Louis P. Gregory
Title: Sr. Vice President &
General Counsel
Attest:
By: /s/ Shirley A. Hines
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Name: Shirley A. Hines
Title: Corporate Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
Dated: May 22, 2001 SUNTRUST BANK,
as Trustee
By: /s/ Jack Ellerin
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Authorized Officer
ASSIGNMENT FORM
To assign this Security, fill in the form below:
(I) or (we) assign and transfer this Security to
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(Insert assignee's social security or tax I.D. no.)
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(Print or type assignee's name, address and zip code)
and irrevocably appoint
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agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Date: Signature:
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(sign exactly as name appears on the other side of
this Security)
Signature guaranteed by:
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