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. A
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 DEPOSITORY, 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.
8.50% Senior Notes due
2019
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CUSIP NO. 049560 AJ4
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ISIN NO.
US045960AJ40
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Atmos
Energy Corporation, a Texas and Virginia corporation (herein called
the “Company”, which term includes any successor entity
under the Indenture, hereinafter defined), for value received,
hereby promises to pay to Cede & Co. or registered assigns the
principal sum of FOUR HUNDRED FIFTY MILLION DOLLARS ($450,000,000)
on March 15, 2019 (the “Maturity Date”), at the
office or agency of the Company referred to below, and to pay
interest thereon from March 26, 2009, or from the most recent
Interest Payment Date to which interest has been paid or duly
provided for, semiannually on March 15 and September 15
in each year (each, an “Interest Payment Date”),
commencing March 26, 2009 at 8.50% 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
March 26, 2009, 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.
Interest will be computed on the basis of a 360-day year of twelve
30-day months.
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 March 1 or September 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.
Unless
the certificate of authentication hereon has been duly executed by
the Trustee 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 the 8.50% Senior Notes due 2019 (the
“Securities”), issued under an Indenture dated as of
March 26, 2009, as it may be supplemented from time to time
(referred to herein as the “Indenture”), between the
Company and U.S. Bank National Association, as trustee (referred to
herein as the “Trustee”, which term includes any
successor trustee under the Indenture with respect to the series of
which this Security is a part). A reference is hereby made to the
Indenture 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, except as otherwise provided herein.
The
Securities are initially limited to $450,000,000 aggregate
principal amount. The Company may, at any time, without the consent
of the Holders of the Securities, create and issue additional
securities having the same ranking, interest rate, maturity and
other terms as the Securities. Any such additional securities shall
be consolidated and form the same series of the Securities having
the same terms as to status, redemption and otherwise as the
Securities under the Indenture.
Events of Default . 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.
Optional Redemption . The Securities will be redeemable, in
whole or in part, at 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 to be redeemed,
or
(b) as
determined by the Quotation Agent, the sum of the present
val
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