Exhibit 10.8(a)
Atmos Energy Corporation
(Successor by Merger to United Cities Gas Company)
to
First Trust National Association
as Trustee
First Supplemental Indenture
Dated as of July 29, 1997
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,
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by the provisions thereof;
Now, Therefore, in consideration of the premises, the covenants and
agreements hereinafter contained, and for other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Atmos, for the equal
and proportionate benefit of the respective holders from time to time of the
Medium-Term Notes, has executed and delivered this First Supplemental Indenture;
and Atmos, for itself and its successors and assigns, does hereby covenant and
agree to and with the Trustee and its successors as follows:
Part I
Assumption of Obligations and Liabilities
Atmos (i) assumes and agrees to pay, duly and punctually, the principal of,
premium, if any, and interest, if any, on all Medium-Term Notes according to
their terms and the terms of the Indenture and (ii) agrees to perform and
observe, duly and punctually, all other terms, covenants and conditions of the
Indenture to be performed or observed by United Cities thereunder or in
connection therewith.
Part II
Concerning the Trustee
The Trustee accepts the trusts hereunder and agrees to perform the same but
only upon the terms and conditions set forth in the Indenture. Without limiting
the generality of the foregoing, the Trustee assumes no responsibility for the
correctness of the recitals of fact herein contained, which shall be taken as
the statements of Atmos. The Trustee makes no representations and shall have no
responsibility as to the validity of this First Supplemental Indenture.
Part III
Reaffirmation of Indenture
As supplemented by this First Supplemental Indenture, the Indenture is in
all respects ratified and confirmed, and the Indenture and the First
Supplemental Indenture shall be read, taken and construed as one and the same
instrument.
Part IV
Miscellaneous
This First Supplemental Indenture may be executed in several counterparts,
and all such counterparts, executed and delivered, each as an original, shall
constitute but one and the same instrument.
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
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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
Signature Page
Atmos Energy Corporation
By
President
(Seal)Attest:
Secretary
First Trust National
Association, as Trustee
By:
Vice President and
Assistant Secretary
(Seal) Attest:
Assistant Secretary
State of Texas )
) SS:
County of )
On the day of , 1997, before me personally came to me known,
who, being by me duly sworn, did depose and say that he is the 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.
Notary Public
(Notarial Seal)
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State of Illinois )
) SS:
County of Cook )
On the day of , 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.
Notary Public
(Notarial Seal)
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