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EXHIBIT 4.10(c)
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TWENTY-SECOND SUPPLEMENTAL INDENTURE
Dated as
of July 29, 1997
BY AND AMONG
ATMOS ENERGY CORPORATION
and
FIRST TRUST NATIONAL ASSOCIATION
and
RUSSELL C. BERGMAN
Supplementing Indenture of Mortgage
Dated as of July 15, 1959
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THIS
TWENTY-SECOND SUPPLEMENTAL INDENTURE, dated as of July 29, 1997,
is
made by and among ATMOS ENERGY CORPORATION,
a corporation organized under the
laws of the State of Texas (hereinafter
sometimes referred to as "Atmos"), whose
address is 1800 Three Lincoln Center, 5430
LBJ Freeway, Dallas, Texas 75240,
FIRST TRUST NATIONAL ASSOCIATION, a
national banking association having its
offices at One Illinois Center, 111 East
Wacker Drive, Suite 3000, Chicago,
Illinois 60601 (hereinafter sometimes
referred to as "First Trust"), and Russell
C. Bergman, residing in the Village of
Frankfort, Illinois.
RECITALS:
The
background of this Twenty-Second Supplemental Indenture is:
1.
United
Cities Gas Company, a corporation organized under the laws of
the State of Illinois and the Commonwealth
of Virginia (hereinafter sometimes
referred to as "UCG"), heretofore executed
and delivered to City National Bank
and Trust Company of Chicago and R. Emmett
Hanley, as Trustees, its Indenture of
Mortgage dated as of July 15, 1959
(hereinafter sometimes referred to as the
"Original Indenture"), providing for the
issuance thereunder from time to time
of First Mortgage Bonds of UCG, issuable in
one or more series, and wherein and
whereby UCG did grant, convey, mortgage,
warrant to, the said Trustees, and each
of them, and their respective successors
and assigns, and create a security
interest in certain property of UCG in said
Original Indenture as more
particularly described therein for the
security of all First Mortgage bonds
issued and to be issued thereunder.
2.
UCG has
heretofore executed and delivered twenty-one supplemental
indentures to the Original Indenture,
designated as First through Twenty-First
(the Original Indenture and all
supplemental indentures, including this
Twenty-Second Supplemental Indenture, are
hereinafter referred to as the
"Indenture"), for the purpose of subjecting
to the lien of the Indenture certain
additional property heretofore and
hereafter acquired by UCG, creating
additional series of First Mortgage Bonds,
and amending and supplementing the
Indenture in certain respects.
3.
There have
been issued under the Indenture various series of First
Mortgage Bonds designated as Series A
through V, inclusive, of which
$115,000,000 in aggregate principal amount
are outstanding as of June 30, 1997.
The bonds of Series A, B, C, D, E, F, G, H,
I, J, K, L, M, 0 and S have been
retired as of June 30, 1997.
4.
On
September 1, 1961, City National Bank and Trust Company of
Chicago was merged with Continental
Illinois National Bank and Trust Company of
Chicago, formerly known as Continental
Bank, National Association, a national
banking association, which changed from a
national banking association to an
Illinois state bank on June 29, 1994, and
is now known as Bank of America
Illinois ("BAI"). BAI and certain of its
affiliates entered into a Purchase and
Assumption Agreement with First Bank
National Association, the parent company of
First Trust, which provided that First Bank
National Association, or an
affiliate, would purchase substantially all
of the Illinois trust and agency
appointments of BAI, including the
appointment under the Indenture. First Trust
and BAI thereupon entered into an
Instrument of Transfer and Assignment of
certain Illinois appointments from BAI to
First Trust, which provided for the
succession by First Trust of substantially
all of the Illinois trust and agency
appointments of BAI, including the
Indenture.
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5.
The
Twenty-First Supplemental Indenture dated as of February 5,
1997, was executed, delivered, acknowledged
and recorded by UCG, First Trust and
BAI, to give notice to all persons that the
power to act as Trustee and all
right, title and interest of BAI to all
estate, properties, rights, powers and
trusts under the Indenture is now vested in
First Trust.
6.
On October
15, 1966, Ray F. Myers became individual trustee under
the Indenture as successor to R. Emmett
Hanley who resigned. On March 15, 1981,
M. J. Kruger became individual trustee
under the Indenture as successor to Ray
F. Myers who resigned. On February 5, 1997,
Russell C. Bergman became individual
trustee under the Indenture as successor to
M. J. Kruger who resigned.
7.
Pursuant
to an Agreement and Plan of Reorganization dated July 19,
1996, as amended by Amendment No. 1 to the
Agreement and Plan of Reorganization
dated October 3, 1996, and the Plan of
Merger provided for therein, UCG will be
merged with and into Atmos in a statutory
merger to become effective under the
laws of the State of Illinois, the State of
Texas and the Commonwealth of
Virginia, with Atmos to be the surviving
corporation and the successor to UCG
(the "Merger"). Atmos agrees that at the
effective time of the Merger (the
"Effective Time"), pursuant to the terms
and provisions contained in the
Indenture, it will assume (i) the due and
punctual payment of the principal and
interest of the First Mortgage Bonds
secured by the Indenture, and (ii) the
performance of all covenants and conditions
under the Indenture.
8.
In
addition, Atmos agrees that effective as of the Effective Time
the Indenture will be amended as
hereinafter set forth and Atmos will not
certify or issue any additional First
Mortgage Bonds under the Indenture as
hereinafter set forth.
9.
UCG has
obtained and filed with the Trustees the written consent of
the holders of the requisite percentage of
the outstanding First Mortgage Bonds
to the amendments to the Indenture herein
contained. All acts and things
necessary to make this Twenty-Second
Supplemental Indenture a valid and binding
instrument effective as of the Effective
Time in accordance with its terms and
for the purposes herein expressed, have
been done and performed.
10.
Atmos represents
to the Trustees that at the time of the Merger and
after giving effect thereto, no "event of
default" (as defined in Section 6.01
of the Indenture) shall or would exist.
NOW,
THEREFORE, in consideration of the premises and of the sum of
One
Dollar ($1.00) to Atmos duly paid by the
Trustees at or before the ensealing and
delivery hereof and for other good and
valuable considerations, the receipt
whereof is hereby acknowledged, Atmos
hereby covenants to and with the Trustees
and their successors in the trusts under
the Indenture, for the equal and pro
rata benefit of all present and future
holders of all First Mortgage Bonds
issues, and of the coupons, if any, thereto
appertaining, without any
preference, priority or distinction
whatsoever, as follows:
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ARTICLE ONE
SUBSTITUTION OF SUCCESSOR CORPORATION
Section
1.01. Assumption of Indenture Obligations. Effective as of the
Effective Time, Atmos, as successor to UCG,
assumes the due and punctual payment
of the principal of and interest and
premium on the First Mortgage Bonds secured
by the lien of the Indenture and the
performance of all the covenants and
conditions contained in the Indenture on
the part of UCG.
Section
1.02. Mortgage of Property. Atmos, in order to better secure
the
principal of and interest and premium on
the First Mortgage Bonds at any time
outstanding under the Indenture according
to their tenor and effect and the
performance of and compliance with the
covenants and conditions contained in the
Indenture, does hereby mortgage, assign,
grant, bargain, sell and convey unto
the Trustees and to their successors in
said trust, forever, all of the
property, rights and franchises owned by
UCG immediately prior to the Effective
Time which are subject to the lien of the
Indenture including the properties
described in Schedule 1 attached hereto and
hereby made a part hereof. The
Indenture shall not by reason of the
Merger, or otherwise, constitute or become
a lien upon, and the term "mortgaged
property" as used in the Indenture shall
not include or comprise:
(1) Any property
or franchises owned prior to the Effective Time
by Atmos
or which, prior to the Effective Time, were not subject to the
lien of
the Indenture; and
(2) Any property
or franchises which may be purchased, constructed
or
otherwise acquired by Atmos after the Effective Time; excepting
only
betterments, extensions, improvements, additions, repairs,
renewals,
replacements, substitutions and alterations of, to, upon and for,
and
comprising
and constituting appurtenances of, or fixtures to, the property
subject to
the lien of the Indenture immediately prior to the Effective
Time, and
renewals, modifications or substitutions of or for contracts
mortgaged
under the Indenture immediately prior to the Effective Time,
which may
be purchased, constructed, or otherwise acquired by Atmos from
and after
the Effective Time, which shall be and become subject to the
lien and
operation of the Indenture, notwithstanding the Merger.
Atmos pursuant to Section 8.02(2) of the
Indenture does hereby mortgage, assign,
grant, bargain, sell and convey unto the
Trustees and their successors the
following properties acquired by Atmos on
or after the Effective Time, to wit:
all
betterments, extensions, improvements, additions, repairs,
renewals,
replacements, substitutions and alterations of, to, upon and for,
and
comprising
and constituting appurtenances of, or fixtures to, the property
subject to
the lien of the Indenture immediately prior to the Effective
Time, and
renewals, modifications or substitutions of or for contracts
mortgaged
under the Indenture immediately prior to the Effective Time,
which may
be
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purchased,
constructed, or otherwise acquired by Atmos from and after the
Effective
Time, which shall be and become subject to the lien and
operation
of the Indenture, notwithstanding the Merger.
Subject to
such liens and encumbrances as are of the character specified
in Section 3.09 of the Indenture, as
amended by this Twenty-Second Supplemental
Indenture;
BUT
SPECIFICALLY RESERVING AND EXCEPTING from the foregoing grant:
A.
All cash,
notes, bills and accounts receivable not specifically
pledged under the Indenture;
B.
All
stocks, bonds and securities not specifically pledged u
