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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.
ATMOS ENERGY CORPORATION
6 3/4% Debentures due 2028
No. 1 CUSIP NO. 049560AA3
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 ONE HUNDRED FIFTY
MILLION DOLLARS ($150,000,000) on July 15, 2028, at the office or agency of the
Company referred to below, and to pay interest thereon on January 15, 1999 and
semiannually thereafter, on January 15 and July 15 in each year, from July 27,
1998 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, at the rate of 6 3/4% per annum, until the principal
hereof is paid or duly provided for, and (to the extent lawful) to pay on
demand interest on any overdue interest at the rate borne by the Securities
from the date of the Interest Payment Date on which such overdue interest
becomes payable to the date payment of such interest has been made or duly
provided for. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the January 1 or July 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for, and interest on
such defaulted interest at the interest rate borne by the Securities, to the
extent lawful, shall forthwith cease to be payable to the Holder on such
Regular Record Date, and 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 for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any
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other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
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 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; provided, however, that payment of
interest may be made at the option of the Company by check mailed to the
address of the Person entitled thereto as such address shall appear on the
Security Register.
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.
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.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
ATMOS ENERGY CORPORATION
By: /s/ Larry J. Dagley
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Name: Larry J. Dagley
Title: Executive Vice President
and Chief Financial Officer
Attest:
By: /s/ Shirley A. Morgan
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Name: Shirley A. Morgan
Title: Assistant Corporate Secretary
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
Dated: July 27, 1998 U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By: Larry Kusch
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Authorized Signatory
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REVERSE OF SECURITY
This Security is one of a duly authorized issue of securities
of the Company designated as its 6 3/4% Debentures due 2028 (herein called the
"Securities"), limited (except as otherwise provided in the Indenture referred
to below) in aggregate principal amount to $150,000,000, which may be issued in
one or more series under an indenture (herein called the "Indenture"), dated as
of July 15, 1998, between the Company and U.S. Bank Trust National Association,
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.
The Securities shall be subject to redemption at the option of
the Company, in whole or in part, in principal amounts of $1,000 or any
integral multiple thereof at any time at a Redemption Price equal to the sum of
(i) an amount equal to 100% of the principal amount thereof and (ii) the
Make-Whole Premium, together with accrued and unpaid interest to the 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 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.
As used herein, "Make-Whole Premium" means, in connection with any optional
redemption of any Security, the excess, if any, of (i) the aggregate present
value as of the Redemption Date of each dollar of principal of such Securities
being redeemed and the amount of interest (exclusive of interest accrued to the
Redemption Date) that would have been payable in respect of such dollar if such
redemption had not been made, determined by discounting, on a semi-annual
basis, such principal and interest at a rate equal to the sum of the Treasury
Yield (determined on the Business Day immediately preceding the Redemption
Date) plus 0.25% from the respective dates on which such principal and interest
would have been payable if such redemption had not been made, over (ii) the
aggregate principal amount of such Securities being redeemed. As used herein,
"Treasury Yield" means, in connection with the calculation of any Make-Whole
Premium on the Securities, the yield to maturity at the time of computation of
United States Treasury securities with a constant maturity (as compiled by and
published in the most recent Federal Reserve Statistical Release H.15 (519)
that has become publicly available at least two Business Days prior to the
Redemption Date (or, if such Statistical Release is no longer published, any
publicly available source of similar data)) equal to the then remaining
maturity of the Securities; provided that if no United
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States Treasury security is available with such a constant maturity and for
which a closing yield is given, the Treasury Yield shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the
closing yields of United States Treasury securities for which such yields are
given, except that if the remaining maturity of the Securities is less than one
year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year shall be used.
If an Event of Default shall occur and be continuing, the
principal of all the Securities may be declared due and payable in the manner
and with the effect provided in the Indenture.
The Indenture contains provisions 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.
This Security does not have the benefit of any sinking fund
obligations.
The 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
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all the Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the 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
hereof 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.
As provided in the Indenture 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 U.S. Bank Trust
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National Association at One Illinois Center, 111 East Wacker Drive, Suite 3000,
Chicago, Illinois 60601.
The Securities are issuable only in registered form, without
coupons in denominations of $1,000 and any integral multiple thereof. 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.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
The Indenture and this Security shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflicts of laws principals.
The following abbreviations, when used in the inscription on
the face of this Security, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - . Custodian
(Cust.) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
Act
(State)
JT TEN - as joint tenants with right of
survivorship and not as tenants in common
Additional abbreviations may also be used though not in the above list.
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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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