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<CONFORMED-NAME>ATMOS ENERGY CORP
<CIK>0000731802
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<STATE-OF-INCORPORATION>TX
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<STREET1>1800 THREE LINCOLN CTR
<STREET2>5430 LBJ FREEWAY
<CITY>DALLAS
<STATE>TX
<ZIP>75240
<PHONE>9729349227
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<STREET2>5430 LBJ FREEWAY
<CITY>DALLAS
<STATE>TX
<ZIP>75240
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<FORMER-CONFORMED-NAME>ENERGAS CO
<DATE-CHANGED>19881024
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<FILENAME>d8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form 8-K


                   Current Report Pursuant to Section 13 or
                 15(d) of the Securities Exchange Act of 1934


                                 May 15, 2001
               Date of Report (Date of earliest event reported)



                           ATMOS ENERGY CORPORATION
            (Exact Name of Registrant as Specified in its Charter)


     TEXAS AND VIRGINIA                  1-10042                 75-1743247
----------------------------         ---------------         -------------------
(State or Other Jurisdiction         Commission File          (I.R.S. Employer
of Incorporation or                      Number              Identification No.)
Organization)

1800 THREE LINCOLN CENTRE,
5430 LBJ FREEWAY, DALLAS, TEXAS                                     75240
-------------------------------                                ----------------
(Address of Principal                                             (Zip Code)
Executive Offices)



                                (972) 934-9227
             ----------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)


                                Not Applicable
         -------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
<PAGE>

ITEM 5.   OTHER EVENTS.

     On May 15, 2001, Atmos Energy Corporation ("Registrant") and Banc of
America Securities LLC, on behalf of the underwriters named in Schedule A to
that certain Purchase Agreement (collectively the "Underwriters"), executed the
Purchase Agreement in connection with the sale by Registrant to the Underwriters
of a total of $350,000,000 of the Company's Senior Notes, a copy of which is
attached hereto as Exhibit 99.1.

     On May 22, 2001, Registrant executed that certain Global Security
representing a total of $350,000,000 in 7 3/8% Senior Notes due 2011, a copy of
which is attached hereto as Exhibit 99.2.

     On May 22, 2001, Registrant and SunTrust Bank executed that certain
Indenture, relating to the issuance of a total of $350,000,000 in 7 3/8% Senior
Notes due 2011, a copy of which is attached hereto as Exhibit 99.3.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

               (c)  Exhibits

                    99.1  Purchase Agreement dated May 15, 2001
                    99.2  Global Security dated May 22, 2001
                    99.3  Indenture dated May 22, 2001
<PAGE>

                                   SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                    ATMOS ENERGY CORPORATION
                                         (Registrant)


DATE:  May 22, 2001                      By: /s/ LOUIS P. GREGORY
                                             ------------------------------
                                                 Louis P. Gregory
                                                 Senior Vice President
                                                 and General Counsel
<PAGE>

                                 EXHIBIT INDEX

  Exhibit Number                       Description
  --------------                       -----------

     99.1                Purchase Agreement dated May 15, 2001
     99.2                Global Security dated May 22, 2001
     99.3                Indenture dated May 22, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>dex991.txt
<DESCRIPTION>PURCHASE AGREEMENT
<TEXT>

<PAGE>

                                                                    Exhibit 99.1


                                                                  EXECUTION COPY


================================================================================



                           ATMOS ENERGY CORPORATION

                      (a Texas and Virginia corporation)

                         7 3/8% Senior Notes due 2011

                              PURCHASE AGREEMENT



================================================================================


Dated: May 15, 2001
<PAGE>

                               Table of Contents

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>         <C>                                                                    <C>
SECTION 1.  Representations and Warranties.........................................   2
     (a)    Representations and Warranties by the Company..........................   2
            (i)      Compliance with Registration Requirements.....................   2
                     -----------------------------------------
            (ii)     Incorporated Documents........................................   3
                     ----------------------
            (iii)    Independent Accountants.......................................   3
                     -----------------------
            (iv)     Financial Statements..........................................   4
                     --------------------
            (v)      No Material Adverse Change in Business........................   4
                     --------------------------------------
            (vi)     Good Standing of the Company..................................   4
                     ----------------------------
            (vii)    Good Standing of Subsidiaries.................................   4
                     -----------------------------
            (viii)   Capitalization................................................   5
                     --------------
            (ix)     Authorization of Agreement....................................   5
                     --------------------------
            (x)      Authorization of Indenture....................................   5
                     --------------------------
            (xi)     Authorization of Securities...................................   5
                     ---------------------------
            (xii)    Description of Securities and the Indenture...................   6
                     -------------------------------------------
            (xiii)   Absence of Defaults and Conflicts.............................   6
                     ---------------------------------
            (xiv)    Absence of Labor Dispute......................................   6
                     ------------------------
            (xv)     Absence of Proceedings........................................   7
                     ----------------------
            (xvi)    Accuracy of Exhibits..........................................   7
                     --------------------
            (xvii)   Possession of Intellectual Property...........................   7
                     -----------------------------------
            (xviii)  Absence of Further Requirements...............................   7
                     -------------------------------
            (xix)    Possession of Licenses and Permits............................   8
                     ----------------------------------
            (xx)     Title to Property.............................................   8
                     -----------------
            (xxi)    Investment Company Act........................................   8
                     ----------------------
            (xxii)   Environmental Laws............................................   8
                     ------------------
            (xxiii)  Registration Rights...........................................   9
                     -------------------
     (b)    Officer's Certificates.................................................   9


SECTION 2.  Sale and Delivery to Underwriters; Closing.............................   9
     (a)    Securities.............................................................   9
     (b)    Payment................................................................   9
     (c)    Denominations; Registration............................................  10


SECTION 3.  Covenants of the Company...............................................  10
     (a)    Prospectus Supplement; Delivery of Prospectus..........................  10
     (b)    Filing of Amendments...................................................  10
     (c)    Delivery of Registration Statements....................................  10
     (d)    Delivery of Prospectuses...............................................  11
     (e)    Continued Compliance with Securities Laws..............................  11
     (f)    Blue Sky Qualifications................................................  11
     (g)    Rule 158...............................................................  12
</TABLE>
<PAGE>

<TABLE>
<S>         <C>                                                                      <C>
     (h)    Use of Proceeds........................................................  12
     (i)    Notice upon Effectiveness; Commission Requests.........................  12
     (j)    Restriction on Sale of Securities......................................  12
     (k)    Reporting Requirements.................................................  12
     (l)    Rating of Securities...................................................  12
     (m)    The Depository Trust Company...........................................  12


SECTION 4.  Payment of Expenses....................................................  13
     (a)    Expenses...............................................................  13
     (b)    Termination of Agreement...............................................  13


SECTION 5.  Conditions of Underwriters' Obligations................................  13
     (a)    Effectiveness of Registration Statement................................  13
     (b)    Opinion of Counsel for Company.........................................  13
     (c)    Opinion of Counsel for Underwriters....................................  14
     (d)    Officers' Certificate..................................................  14
     (e)    Accountants' Comfort Letter............................................  14
     (f)    Bring-down Comfort Letter..............................................  14
     (g)    Maintenance of Rating..................................................  15
     (h)    No Objection...........................................................  15
     (i)    Additional Documents...................................................  15
     (j)    Termination of Agreement...............................................  15


SECTION 6.  Indemnification........................................................  15
     (a)    Indemnification of Underwriters........................................  15
     (b)    Indemnification of Company, Directors and Officers.....................  16
     (c)    Actions Against Parties; Notification..................................  17
     (d)    Settlement Without Consent If Failure to Reimburse.....................  17


SECTION 7.  Contribution...........................................................  17


SECTION 8.  Representations, Warranties and Agreements to Survive Delivery.........  19


SECTION 9.  Termination of Agreement...............................................  19
     (a)    Termination; General...................................................  19
     (b)    Liabilities............................................................  19


SECTION 10. Default by One or More of the Underwriters.............................  19
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>         <C>                                                                      <C>
SECTION 11. Notices................................................................  20


SECTION 12. Parties................................................................  20


SECTION 13. Representation of Underwriters.........................................  21


SECTION 14. GOVERNING LAW AND TIME.................................................  21


SECTION 15. Effect of Headings.....................................................  21


SECTION 16. Counterparts...........................................................  21
</TABLE>


SCHEDULES

Schedule A - List of Underwriters

Schedule B - Pricing Information

Schedule C - List of Subsidiaries


EXHIBITS

Exhibit A - Form of Opinion of Company's Counsel

Exhibit B - Form of Opinion of Virginia Counsel to the Company

Exhibit C - Form of Opinion of General Counsel of the Company

                                      iii
<PAGE>

                           ATMOS ENERGY CORPORATION
                      (a Texas and Virginia corporation)
                         7 3/8% Senior Notes due 2011


                              PURCHASE AGREEMENT
                              ------------------

                                                                    May 15, 2001

BANC OF AMERICA SECURITIES LLC
 as Representative of the several Underwriters named in Schedule A

c/o  Banc of America Securities LLC
Banc of America Corporate Center
100 North Tryon Street
Charlotte, NC 28255


Ladies and Gentlemen:

          Atmos Energy Corporation, a Texas and Virginia corporation (the
"Company"), confirms its agreement with Banc of America Securities LLC ("Banc of
America") and each of the other Underwriters named in Schedule A hereto
(collectively, the "Underwriters", which term shall also include any underwriter
substituted as hereinafter provided in Section 10 hereof), for whom Banc of
America is acting as representative (in such capacity, the "Representative"),
with respect to the issue and sale by the Company to the Underwriters of its 7
3/8% Senior Notes due 2011 (the "Securities") on the terms and conditions stated
herein and in Schedule B. The Securities are to be sold to each Underwriter,
acting severally and not jointly, in the respective principal amounts as are set
forth in Schedule A hereto opposite the name of such Underwriter. The Securities
are to be issued pursuant to an indenture to be dated as of May 22, 2001 (the
"Indenture"), between the Company and SunTrust Bank, as trustee (the "Trustee").
The Securities and the Indenture are more fully described in the Prospectus
(defined below).

          The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (Registration
No. 333-93705). Such registration statement, as amended at the date hereof,
including the exhibits thereto, schedules thereto, if any, and the documents
incorporated or deemed to be incorporated by reference therein, is hereinafter
referred to as the "Registration Statement". The Registration Statement includes
a prospectus prepared in accordance with Rule 415 under the Securities Act of
1933, as amended (the "1933 Act"), relating to certain debt securities and
common stock of the Company, as the case may be, and the offering thereof from
time to time in accordance with Rule 415 under the 1933 Act pursuant to the
Registration Statement. The Registration Statement has been declared effective
by the Commission and the Indenture has been qualified under the
<PAGE>

Trust Indenture Act of 1939, as amended (the "1939 Act"). As provided in Section
3(a), a prospectus supplement reflecting the terms of the Securities, the terms
of the offering thereof and other matters set forth therein has been prepared
and will be filed pursuant to Rule 424 under the 1933 Act. Such prospectus
supplement, in the form first filed after the date hereof pursuant to Rule 424,
is herein referred to as the "Prospectus Supplement." The base prospectus
included in the Registration Statement relating to all offerings of securities
under the Registration Statement, as supplemented by the Prospectus Supplement,
is herein called the "Prospectus," except that, if such base prospectus is
amended or supplemented on or prior to the date on which the Prospectus
Supplement is first filed pursuant to Rule 424, the term "Prospectus" shall
refer to the base prospectus as so amended or supplemented and as supplemented
by the Prospectus Supplement, in either case including the documents filed with
the Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), that are incorporated by reference therein. Any preliminary
prospectus supplement attached to the base prospectus that was filed omitting
certain information regarding the public offering price and description of
Securities pursuant to Rule 424 of the rules and regulations of the Commission
under the 1933 Act and used prior to the execution and delivery of this
Agreement, is herein called a "preliminary prospectus." For purposes of this
Agreement, all references to the Registration Statement, any preliminary
prospectus, the Prospectus, or any amendment or supplement to any of the
foregoing shall be deemed to include the copy filed with the Commission pursuant
to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR").

          All references in this Agreement to financial statements and schedules
and other information which is "contained", "included" or "stated" in the
Registration Statement, any preliminary prospectus or the Prospectus (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to mean and include the filing of
any document under the 1934 Act which is incorporated by reference in the
Registration Statement, such preliminary prospectus or the Prospectus, as the
case may be.

          The Company understands that the Underwriters propose to make a public
offering of the Securities as soon as the Representative deems advisable after
this Agreement has been executed and delivered.

          SECTION 1.  Representations and Warranties.
          ------------------------------------------

          (a)  Representations and Warranties by the Company. The Company
represents and warrants to each Underwriter as of the date hereof, as of the
Closing Time referred to in Section 2(b) hereof, and agrees with each
Underwriter, as follows:

          (i)     Compliance with Registration Requirements. The Company meets
          -------------------------------------------------
     the requirements for use of Form S-3 under the 1933 Act. The Registration
     Statement has become effective under the 1933 Act and no stop order
     suspending the effectiveness of the Registration Statement has been issued
     under the 1933 Act and no proceedings for that purpose have been instituted
     or are pending or, to the knowledge of the Company,

                                       2
<PAGE>

     are contemplated by the Commission, and any request on the part of the
     Commission for additional information has been complied with.

          At the respective times the Registration Statement and any post-
     effective amendments thereto became effective and at the time of the filing
     by the Company of any annual report on Form 10-K or any quarterly report on
     Form 10-Q and at the Closing Time, the Registration Statement and any
     amendments and supplements thereto complied and will comply in all material
     respects with the requirements of the 1933 Act and the published rules and
     regulations under the 1933 Act (the "1933 Act Regulations"), the 1939 Act
     and the published rules and regulations of the Commission under the 1939
     Act (the "1939 Act Regulations") and did not and will not contain an untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading. Neither the Prospectus nor any amendments or supplements
     thereto, at the time the Prospectus or any such amendment or supplement was
     issued and at the Closing Time, included or will include an untrue
     statement of a material fact or omitted or will omit to state a material
     fact necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading. The
     representations and warranties in this subsection shall not apply to
     statements in or omissions from the Registration Statement or Prospectus
     made in reliance upon and in conformity with information furnished to the
     Company in writing by any Underwriter through Banc of America expressly for
     use in the Registration Statement or Prospectus.

          Each preliminary prospectus and the Prospectus filed as part of the
     Registration Statement as originally filed or as part of any amendment
     thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
     filed in all material respects with the 1933 Act Regulations and each
     preliminary prospectus and the Prospectus delivered to the Underwriters for
     use in connection with this offering was identical to the electronically
     transmitted copies thereof filed with the Commission pursuant to EDGAR,
     except to the extent permitted by Regulation S-T.

          (ii)    Incorporated Documents. The documents incorporated or deemed
          ------------------------------
     to be incorporated by reference in the Registration Statement and the
     Prospectus, at the time they were or hereafter are filed with the
     Commission, complied and will comply in all material respects with the
     requirements of the 1933 Act, 1933 Act Regulations, 1934 Act and the
     published rules and regulations of the Commission thereunder (the "1934 Act
     Regulations"), and, when read together with the other information in the
     Prospectus, at the time the Registration Statement became effective, at the
     time the Prospectus was issued and at the Closing Time, did not and will
     not contain an untrue statement of a material fact and did not omit to or
     will not omit to state a material fact required to be stated therein or
     necessary to make the statements therein, in the light of the circumstances
     under which they were made, not misleading.

          (iii)   Independent Accountants. The accountants who certified the
          -------------------------------
     financial statements and supporting schedules included in the Registration
     Statement are independent public accountants as required by the 1933 Act
     and the 1933 Act Regulations.

                                       3
<PAGE>

          (iv)    Financial Statements. The financial statements included or
          ----------------------------
     incorporated by reference in the Registration Statement and the Prospectus,
     together with the related schedules and notes, present fairly in all
     material respects the financial position of the Company and its
     consolidated subsidiaries at the dates indicated and the statement of
     operations, stockholders' equity and cash flows of the Company and its
     consolidated subsidiaries for the periods specified; said financial
     statements have been prepared in conformity with generally accepted
     accounting principles ("GAAP") applied on a consistent basis throughout the
     periods involved. The supporting schedules, if any, included in the
     Registration Statement and the Prospectus present fairly in all material
     respects in accordance with GAAP the information required to be stated
     therein. The selected financial data and the summary financial information
     included in the Prospectus present fairly the information shown therein and
     have been compiled on a basis consistent with that of the audited financial
     statements included or incorporated by reference in the Registration
     Statement and the Prospectus.

          (v)     No Material Adverse Change in Business. Since the respective
          ----------------------------------------------
     dates as of which information is given in the Registration Statement and
     the Prospectus, except as otherwise stated therein, (A) there has been no
     material adverse change, or a development known to the Company involving a
     prospective material adverse change, in the condition, financial or
     otherwise, or in the earnings, business affairs or business prospects of
     the Company and its subsidiaries considered as one enterprise, whether or
     not arising in the ordinary course of business (a "Material Adverse
     Effect"), (B) there have been no transactions entered into by the Company
     or any of its subsidiaries, other than those in the ordinary course of
     business, which are material with respect to the Company and its
     subsidiaries considered as one enterprise, and (C) except for regular
     quarterly dividends on the Common Stock in amounts per share that are
     consistent with past practice, there has been no dividend or distribution
     of any kind declared, paid or made by the Company on any class of its
     capital stock, other than as set forth in the Prospectus.

          (vi)    Good Standing of the Company. The Company has been duly
          ------------------------------------
     organized and is validly existing as a corporation in good standing under
     the laws of the State of Texas and the Commonwealth of Virginia and has
     corporate power and authority to own, lease and operate its properties and
     to conduct its business as described in the Prospectus and to enter into
     and perform its obligations under this Agreement and the Indenture; and the
     Company is duly qualified as a foreign corporation to transact business and
     is in good standing in each other jurisdiction in which such qualification
     is required, whether by reason of the ownership or leasing of property or
     the conduct of business, except where the failure so to qualify or to be in
     good standing would not result in a Material Adverse Effect.

          (vii)   Good Standing of Subsidiaries. Each "significant subsidiary"
          -------------------------------------
     of the Company (as such term is defined in Rule 1-02 of Regulation S-X)
     (each a "Subsidiary" and, collectively, the "Subsidiaries") (a) has been
     duly organized and is validly existing as an entity in good standing under
     the laws of the jurisdiction of its formation, other than EnerMart Energy
     Services Trust, a Pennsylvania business trust, and Energas Energy Services
     Trust, a Pennsylvania business trust, each of which has been duly organized
     and is validly existing as a business trust in good standing under the laws
     of the

                                       4
<PAGE>

     Commonwealth of Pennsylvania and (b) has power and authority or business
     trust power and authority, as the case may be, to own, lease and operate
     its properties and to conduct its business as described in the Prospectus
     and is duly qualified as a foreign entity to transact business and is in
     good standing in each jurisdiction in which such qualification is required,
     whether by reason of the ownership or leasing of property or the conduct of
     business, except where the failure so to qualify or to be in good standing
     would not result in a Material Adverse Effect; except as otherwise
     disclosed in the Registration Statement and the Prospectus, all of the
     issued and outstanding capital stock or limited liability company
     membership interests, as the case may be, of each such Subsidiary have been
     duly authorized and validly issued, is fully paid and non-assessable and is
     owned by the Company, directly or through subsidiaries, free and clear of
     any security interest, mortgage, pledge, lien, encumbrance, claim or
     equity; none of the outstanding shares of capital stock or limited
     liability company membership interests, as the case may be, of any
     Subsidiary was issued in violation of the preemptive or similar rights of
     any securityholder of such Subsidiary. The only Subsidiaries of the Company
     are the subsidiaries listed on Schedule C hereto.

          (viii)  Capitalization. The authorized, issued and outstanding capital
          ----------------------
     stock of the Company is as set forth in the Prospectus in the column
     entitled "Actual" under the caption "Capitalization" (except for subsequent
     issuances, if any, pursuant to reservations, agreements or employee benefit
     plans each referred to in the Prospectus or pursuant to the exercise of
     convertible securities or options each referred to in the Prospectus). The
     shares of issued and outstanding capital stock of the Company have been
     duly authorized and validly issued and are fully paid and non-assessable;
     none of the outstanding shares of capital stock of the Company was issued
     in violation of the preemptive or other similar rights of any
     securityholder of the Company.

          (ix)    Authorization of Agreement. This Agreement has been duly
          ----------------------------------
     authorized, executed and delivered by the Company.

          (x)     Authorization of Indenture. The Indenture has been duly
          ----------------------------------
     authorized by the Company and duly qualified under the 1939 Act and, when
     executed and delivered by the Company and, assuming the due authorization,
     execution and delivery by the Trustee, will constitute a valid and binding
     agreement of the Company, enforceable against the Company in accordance
     with its terms, except as enforceability thereof may be limited by
     bankruptcy, insolvency, reorganization, moratorium or similar laws relating
     to or affecting the enforcement of creditors' rights generally and by
     equitable principles of general applicability, regardless of whether such
     enforceability is considered in a proceeding at equity or at law.

          (xi)    Authorization of Securities. The Securities have been duly
          -----------------------------------
     authorized by the Company and, at the Closing Time, will have been duly
     executed by the Company and, when authenticated, issued and delivered in
     the manner provided for in the Indenture and delivered against payment of
     the purchase price therefor as provided in this Agreement, will constitute
     valid and binding obligations of the Company and enforceable against the
     Company in accordance with their terms, except as enforcement thereof may
     be limited by bankruptcy, insolvency, reorganization, moratorium or similar
     laws relating

                                       5
<PAGE>

     to or affecting the enforcement of creditors' rights generally and by
     equitable principles of general applicability, regardless of whether such
     enforceability is considered in a proceeding at equity or at law, and will
     be in the form contemplated by, and entitled to the benefits of, the
     Indenture.

          (xii)   Description of Securities and the Indenture. The Securities
          ---------------------------------------------------
     and the Indenture will conform in all material respects to the respective
     statements relating thereto contained in the Prospectus and will be in
     substantially the respective forms filed or incorporated by reference, as
     the case may be, or to be filed or to be incorporated by reference prior to
     the Closing Time, as the case may be, as exhibits to the Registration
     Statement.

          (xiii)  Absence of Defaults and Conflicts. Neither the Company nor any
          -----------------------------------------
     of its subsidiaries is in violation of its charter, bylaws or other
     organizational documents or in default in the performance or observance of
     any obligation, agreement, covenant or condition contained in any contract,
     indenture, mortgage, deed of trust, loan or credit agreement, note, lease
     or other agreement or instrument to which the Company or any of its
     subsidiaries is a party or by which it or any of them may be bound, or to
     which any of the property or assets of the Company or any subsidiary is
     subject (collectively, "Agreements and Instruments") except for such
     defaults that would not result in a Material Adverse Effect; and the
     execution, delivery and performance of this Agreement, the Indenture and
     any other agreement or instrument entered into or issued or to be entered
     into or issued by the Company in connection with the consummation of the
     transactions contemplated herein and in the Registration Statement and the
     Prospectus (including the issuance and sale of the Securities and the use
     of the proceeds from the sale of the Securities as described in the
     Prospectus under the caption "Use of Proceeds") and compliance by the
     Company with its obligations hereunder and thereunder have been duly
     authorized by all necessary corporate or other action on the part of the
     Company and do not and will not, whether with or without the giving of
     notice or passage of time or both, conflict with or constitute a breach of,
     or default or Repayment Event (as defined below) under, or result in the
     creation or imposition of any lien, charge or encumbrance upon any property
     or assets of the Company or any subsidiary pursuant to, the Agreements and
     Instruments (except for such conflicts, breaches or defaults or liens,
     charges, encumbrances or a Repayment Event that would not result in a
     Material Adverse Effect), nor will such action result in any violation of
     the provisions of the charter, bylaws or other organizational document of
     the Company or any subsidiary or any applicable law, statute, rule,
     regulation, judgment, order, writ or decree of any government, government
     instrumentality or court, domestic or foreign, having jurisdiction over the
     Company or any subsidiary or any of their assets, properties or operations.
     As used herein, a "Repayment Event" means any event or condition which
     gives the holder of any note, debenture or other evidence of indebtedness
     (or any person acting on such holder's behalf) the right to require the
     repurchase, redemption or repayment of all or a portion of such
     indebtedness by the Company or any subsidiary.

          (xiv)   Absence of Labor Dispute. No labor dispute with the employees
          --------------------------------
     of the Company or any subsidiary exists or, to the knowledge of the
     Company, is imminent, and the Company is not aware of any existing or
     imminent labor disturbance by the

                                       6
<PAGE>

     employees of any of its or any subsidiary's principal suppliers,
     manufacturers, customers or contractors, which, in either case, may
     reasonably be expected to result in a Material Adverse Effect.

          (xv)    Absence of Proceedings. There is no action, suit, proceeding,
          ------------------------------
     inquiry or investigation before or brought by any court or governmental
     agency or body, domestic or foreign, now pending, or, to the knowledge of
     the Company, threatened, against or affecting the Company or any
     subsidiary, which is required to be disclosed in the Registration Statement
     (other than as disclosed therein), or which might reasonably be expected to
     result in a Material Adverse Effect, or which might reasonably be expected
     to affect the properties, assets or operations of the Company and its
     subsidiaries, except what does not result in a Material Adverse Effect, or
     the consummation of the transactions contemplated in this Agreement or the
     performance by the Company of its obligations hereunder; the aggregate of
     all pending legal or governmental proceedings to which the Company or any
     subsidiary is a party or of which any of their respective property, assets
     or operations is the subject which are not described in the Registration
     Statement, including ordinary routine litigation incidental to the
     business, could not reasonably be expected to result in a Material Adverse
     Effect.

          (xvi)   Accuracy of Exhibits. There are no contracts or documents
          ----------------------------
     which are required to be described in the Registration Statement, the
     Prospectus or the documents incorporated by reference therein or to be
     filed as exhibits thereto which have not been so described and filed as
     required.

          (xvii)  Possession of Intellectual Property. The Company and its
          -------------------------------------------
     Subsidiaries own or possess, or can acquire on reasonable terms, adequate
     patents, patent rights, licenses, inventions, copyrights, know-how
     (including trade secrets and other unpatented and/or unpatentable
     proprietary or confidential information, systems or procedures),
     trademarks, service marks, trade names or other intellectual property
     (collectively, "Intellectual Property") necessary to carry on the business
     now operated by them, and neither the Company nor any of its subsidiaries
     has received any notice or is otherwise aware of any infringement of or
     conflict with asserted rights of others with respect to any Intellectual
     Property or of any facts or circumstances which would render any
     Intellectual Property invalid or inadequate to protect the interest of the
     Company or any of its subsidiaries therein, and which infringement or
     conflict (if the subject of any unfavorable decision, ruling or finding) or
     invalidity or inadequacy, singly or in the aggregate, would result in a
     Material Adverse Effect.

          (xviii) Absence of Further Requirements. There have been issued and,
          ---------------------------------------
     at the Closing Time, there shall be in full force and effect orders or
     authorizations of the regulatory authorities of the States of Colorado,
     Georgia, Illinois, Kentucky, Missouri, and Virginia, respectively,
     authorizing the issuance and sale of the Securities on terms herein set
     forth or contemplated and no other filing with, or authorization, approval,
     consent, license, order, registration, qualification or decree of, any
     court or governmental authority or agency is necessary or required for the
     performance by the Company of its obligations hereunder, in connection with
     the offering, issuance or sale of the Securities hereunder or the
     consummation of the transactions contemplated by this Agreement or

                                       7
<PAGE>

     for the due execution, delivery or performance of the Indenture by the
     Company, except such as have been already obtained or as may be required
     under the 1933 Act or the 1933 Act Regulations or state securities or blue
     sky laws.

          (xix)   Possession of Licenses and Permits. The Company and its
          ------------------------------------------
     subsidiaries possess such permits, licenses, approvals, consents and other
     authorizations (collectively, "Governmental Licenses") issued by the
     appropriate federal, state, local or foreign regulatory agencies or bodies
     necessary to conduct the business now operated by them, except where the
     failure to do so would not have a Material Adverse Effect; the Company and
     its subsidiaries are in compliance with the terms and conditions of all
     such Governmental Licenses, except where the failure so to comply would
     not, singly or in the aggregate, have a Material Adverse Effect; all of the
     Governmental Licenses are valid and in full force and effect, except when
     the invalidity of such Governmental Licenses or the failure of such
     Governmental Licenses to be in full force and effect would not have a
     Material Adverse Effect; and neither the Company nor any of its
     subsidiaries has received any notice of proceedings relating to the
     revocation or modification of any such Governmental Licenses which, singly
     or in the aggregate, would result in a Material Adverse Effect.

          (xx)    Title to Property. The Company and its subsidiaries have good
          -------------------------
     title to all real property owned by the Company and its subsidiaries and
     good title to all other properties owned by them, in each case, free and
     clear of all mortgages, pledges, liens, security interests, claims,
     restrictions or encumbrances of any kind except such as (a) are described
     in the Registration Statement and the Prospectus or (b) do not, singly or
     in the aggregate, materially affect the value of such property and do not
     interfere with the use made and proposed to be made of such property by the
     Company or any of its subsidiaries; and all of the leases and subleases
     material to the business of the Company and its subsidiaries, considered as
     one enterprise, and under which the Company or any of its subsidiaries
     holds properties described in the Prospectus, are in full force and effect,
     and neither the Company nor any subsidiary has any notice of any claim of
     any sort that has been asserted by anyone adverse to the rights of the
     Company or any subsidiary under any of the leases or subleases mentioned
     above, or affecting or questioning the rights of the Company or such
     subsidiary to the continued possession of the leased or subleased premises
     under any such lease or sublease, which, singly or in the aggregate, would
     result in a Material Adverse Effect.

          (xxi)   Investment Company Act. The Company is not, and upon the
          ------------------------------
     issuance and sale of the Securities as herein contemplated and the
     application of the net proceeds therefrom as described in the Prospectus
     will not be, an "investment company" or an entity "controlled" by an
     "investment company" as such terms are defined in the Investment Company
     Act of 1940, as amended (the "1940 Act").

          (xxii)  Environmental Laws. Except as would not, singly or in the
          --------------------------
     aggregate, result in a Material Adverse Effect, (A) neither the Company nor
     any of its subsidiaries is in violation of any federal, state, local or
     foreign statute, law, rule, regulation, ordinance, code, policy or rule of
     common law or any judicial or administrative interpretation thereof,
     including any judicial or administrative order, consent, decree or
     judgment,

                                       8
<PAGE>

     relating to pollution or protection of human health, the environment
     (including, without limitation, ambient air, surface water, groundwater,
     land surface or subsurface strata) or wildlife, including, without
     limitation, laws and regulations relating to the release or threatened
     release of chemicals, pollutants, contaminants, wastes, toxic substances,
     hazardous substances, petroleum or petroleum products (collectively,
     "Hazardous Materials") or to the manufacture, processing, distribution,
     use, treatment, storage, disposal, transport or handling of Hazardous
     Materials (collectively, "Environmental Laws"), (B) the Company and its
     subsidiaries have all permits, authorizations and approvals required under
     any applicable Environmental Laws and are each in compliance with their
     requirements, (C) there are no pending or threatened administrative,
     regulatory or judicial actions, suits, demands, demand letters, claims,
     liens, notices of noncompliance or violation, investigation or proceedings
     relating to any Environmental Law against the Company or any of its
     subsidiaries and (D) there are no events or circumstances that might
     reasonably be expected to form the basis of an order for clean-up or
     remediation, or an action, suit or proceeding by any private party or
     governmental body or agency, against or affecting the Company or any of its
     subsidiaries relating to Hazardous Materials or any Environmental Laws.

          (xxiii) Registration Rights. There are no persons or entities with
          ---------------------------
     registration rights or other similar rights to have any securities
     registered under the Registration Statement.

          (b)  Officer's Certificates.  Any certificate signed by any officer of
the Company or any of its subsidiaries delivered to the Representative or to
counsel for the Underwriters shall be deemed a representation and warranty by
the Company to each Underwriter as to the matters covered thereby.

          SECTION 2. Sale and Delivery to Underwriters; Closing.
          -----------------------------------------------------

          (a)  Securities. On the basis of the representations and warranties
herein contained, and subject to the terms and conditions herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, at the purchase price
to the Underwriters set forth in Schedule B, the principal amount of Securities
set forth opposite the name of such Underwriter in Schedule A, plus any
additional principal amount of Securities that such Underwriter may become
obligated to purchase pursuant to Section 10 of this Agreement.

          (b)  Payment. Payment of the purchase price for, and delivery of, the
Securities shall be made at the offices of Shearman & Sterling, 599 Lexington
Avenue, New York, New York 10022, or at such other place as shall be agreed upon
by the Company and the Underwriters, at 9:00 A.M. (Eastern Standard Time) on May
22, 2001 (unless postponed pursuant to Section 10), or at such other time not
later than ten business days after such date as shall be agreed upon by the
Underwriters and the Company (such date and time of payment and delivery being
herein called the "Closing Time"). Payment shall be made to the Company by wire
transfer of immediately available funds to an account designated by the Company,
against delivery to the Underwriters for the respective accounts of the several
Underwriters of the Securities to be purchased by them.

                                       9
<PAGE>

          (c)  Denominations; Registration. The Securities to be purchased by
the Underwriters shall be in such denominations ($1,000 or integral multiples
thereof) and registered in such names as the Underwriters may request in writing
at least one full business day before the Closing Time. The Securities will be
made available in New York City for examination by the Underwriters not later
than 10:00 A.M. (Eastern Standard Time) on the last business day prior to the
Closing Time.

          SECTION 3. Covenants of the Company. The Company covenants with each
          -----------------------------------
Underwriter as follows:

          (a)  Prospectus Supplement; Delivery of Prospectus. Immediately
     following the execution of this Agreement, the Company will, if it has not
     already done so, prepare a Prospectus Supplement that complies with the
     1933 Act and the 1933 Act Regulations and that sets forth the principal
     amount of the Securities and their terms not otherwise specified in the
     Indenture, the name of each Underwriter participating in the offering and
     the principal amount of the Securities that each severally and not jointly
     has agreed to purchase, the name of each Underwriter, if any, acting as
     representative of the Underwriters in connection with the offering, the
     price at which the Securities are to be purchased by the Underwriters from
     the Company, any initial public offering price, any selling concession and
     reallowance and any delayed delivery arrangements, and such other
     information as the Underwriters and the Company deem appropriate in
     connection with the offering of the Securities. The Company will promptly
     transmit copies of the Prospectus Supplement to the Commission for filing
     pursuant to Rule 424 under the 1933 Act and will furnish to the
     Underwriters as many copies of the Prospectus as the Underwriters shall
     reasonably request.

          (b)  Filing of Amendments. The Company will give the Representative
     notice of its intention to file or prepare any amendment to the
     Registration Statement, or any amendment, supplement or revision to either
     the prospectus included in the Registration Statement at the time it became
     effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934
     Act, or otherwise, will furnish the Representative with copies of any such
     documents a reasonable amount of time prior to such proposed filing or use,
     as the case may be, and will not file or use any such document to which the
     Representative shall reasonably object.

          (c)  Delivery of Registration Statements. The Company has furnished or
     will deliver to the Representative and counsel for the Underwriters,
     without charge, signed copies of the Registration Statement as originally
     filed and of each amendment thereto (including exhibits filed therewith or
     incorporated by reference therein and documents incorporated or deemed to
     be incorporated by reference therein) and signed copies of all consents and
     certificates of experts, and will also deliver to the Representative,
     without charge, a conformed copy of the Registration Statement as
     originally filed and of each amendment thereto (without exhibits) for each
     of the Underwriters. The copies of the Registration Statement and each
     amendment thereto furnished to the Underwriters will be identical to the
     electronically transmitted copies thereof filed with the Commission
     pursuant to EDGAR, except to the extent permitted by Regulation S-T.

                                       10
<PAGE>

          (d)  Delivery of Prospectuses. The Company has delivered to each
     Underwriter, without charge, as many copies of each preliminary prospectus
     as such Underwriter reasonably requested, and the Company hereby consents
     to the use of such copies for purposes permitted by the 1933 Act. The
     Company will furnish to each Underwriter, without charge, during the period
     when the Prospectus is required to be delivered under the 1933 Act or the
     1934 Act, such number of copies of the Prospectus (as amended or
     supplemented) as such Underwriter may reasonably request. The Prospectus
     and any amendments or supplements thereto furnished to the Underwriters
     will be identical to the electronically transmitted copies thereof filed
     with the Commission pursuant to EDGAR, except to the extent permitted by
     Regulation S-T.

          (e)  Continued Compliance with Securities Laws. The Company will
     comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the
     1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to
     permit the completion of the distribution of the Securities as contemplated
     in this Agreement and in the Prospectus. If at any time when a prospectus
     is required by the 1933 Act to be delivered in connection with sales of the
     Securities, any event shall occur or condition shall exist as a result of
     which it is necessary, in the opinion of counsel for the Underwriters or
     for the Company, to amend the Registration Statement or amend or supplement
     the Prospectus in order that the Prospectus will not include any untrue
     statements of a material fact or omit to state a material fact necessary in
     order to make the statements therein not misleading in the light of the
     circumstances existing at the time it is delivered to a purchaser, or if it
     shall be necessary, in the opinion of such counsel, at any such time to
     amend the Registration Statement or amend or supplement the Prospectus in
     order to comply with the requirements of the 1933 Act or the 1933 Act
     Regulations, the Company will promptly prepare and file with the
     Commission, subject to Section 3(b), such amendment or supplement as may be
     necessary to correct such untrue statement or omission or to make the
     Registration Statement or the Prospectus comply with such requirements, and
     the Company will furnish to the Underwriters such number of copies of such
     amendment or supplement as the Underwriters may reasonably request.

          (f)  Blue Sky Qualifications. The Company will use its best efforts,
     in cooperation with the Underwriters, to qualify the Securities for
     offering and sale under the applicable securities laws of such states and
     other jurisdictions (domestic or foreign) as the Representative may
     designate and to maintain such qualifications in effect for a period of not
     less than one year from the later of the effective date of the Registration
     Statement; provided, however, that the Company shall not be obligated to
                --------  -------
     file any general consent to service of process or to qualify as a foreign
     corporation or as a dealer in securities in any jurisdiction in which it is
     not so qualified or to subject itself to taxation in respect of doing
     business in any jurisdiction in which it is not otherwise so subject. In
     each jurisdiction in which the Securities have been so qualified, the
     Company will file such statements and reports as may be required by the
     laws of such jurisdiction to continue such qualification in effect for a
     period of not less than one year from the date of the Prospectus.

                                       11
<PAGE>

          (g)  Rule 158. The Company will timely file such reports pursuant to
     the 1934 Act as are necessary in order to make generally available to its
     securityholders as soon as practicable an earnings statement for the
     purposes of, and to provide the benefits contemplated by, the last
     paragraph of Section 11(a) of the 1933 Act.

          (h)  Use of Proceeds. The Company will use the net proceeds received
     by it from the sale of the Securities in the manner specified in the
     Prospectus under "Use of Proceeds".

          (i)  Notice upon Effectiveness; Commission Requests. During the period
     when a prospectus is required by the 1933 Act to be delivered in connection
     with sales of the Securities, the Company will notify the Underwriters
     immediately, and confirm the notice in writing, (i) of the effectiveness of
     any amendment to the Registration Statement, (ii) of the mailing or the
     delivery to the Commission for filing of any supplement to the Prospectus
     or any document that would as a result thereof be incorporated by reference
     in the Prospectus, (iii) of the receipt of any comments from the Commission
     with respect to the Registration Statement, the Prospectus or the
     Prospectus Supplement, (iv) of any request by the Commission for any
     amendment to the Registration Statement or any supplement to the Prospectus
     or for additional information relating thereto or to any document
     incorporated by reference in the Prospectus and (v) of the issuance by the
     Commission of any stop order suspending the effectiveness of the
     Registration Statement or of the suspension of the qualification of the
     Securities for offering or sale in any jurisdiction, or of the institution
     or threatening of any proceeding for any of such purposes. The Company will
     use every reasonable effort to prevent the issuance of any such stop order
     or of any order suspending such qualification and, if any such order is
     issued, to obtain the lifting thereof at the earliest possible moment.

          (j)  Restriction on Sale of Securities. Between the date hereof and
     the Closing Time, the Company will not, without the prior written consent
     of the Underwriters, directly or indirectly, issue, sell, offer or contract
     to sell, grant any option for the sale of, or otherwise transfer or dispose
     of, any debt securities issued or guaranteed by the Company.

          (k)  Reporting Requirements. The Company, during the period when the
     Prospectus is required to be delivered under the 1933 Act or the 1934 Act
     in connection with sales of the Securities, will file all documents
     required to be filed with the Commission pursuant to the 1934 Act within
     the time periods required by the 1934 Act and the 1934 Act Regulations.

          (l)  Rating of Securities. The Company shall take all reasonable
     action necessary to enable Standard & Poor's Ratings Services, a division
     of McGraw Hill, Inc. ("S&P"), Moody's Investors Service Inc. ("Moody's")
     and Fitch IBCA, Inc. ("Fitch") to provide their respective credit ratings
     of the Securities.

          (m)  The Depository Trust Company. The Company will cooperate with the
     Underwriters and use its best efforts to permit the Securities to be
     eligible for clearance and settlement through the facilities of The
     Depository Trust Company.

                                       12
<PAGE>

          SECTION 4. Payment of Expenses.
          ------------------------------

          (a)  Expenses. The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits, including any documents incorporated therein
by reference) as originally filed and of each amendment thereto, (ii) the
preparation, printing and delivery to the Underwriters of this Agreement, the
Indenture, any Agreement among Underwriters and such other documents as may be
required in connection with the offering, purchase, sale, issuance or delivery
of the Securities, (iii) the delivery of the Securities to the Underwriters,
(iv) the fees and disbursements of the Company's counsel, accountants and other
advisors, (v) the qualification of the Securities under securities laws in
accordance with the provisions of Section 3(f) hereof, including the filing fees
incident to any necessary filings under state securities laws and the reasonable
fees and disbursements of counsel for the Underwriters in connection therewith
and in connection with the preparation of the Blue Sky Survey and any supplement
thereto, (vi) the printing and delivery to the Underwriters of copies of each
preliminary prospectus, and of the Prospectus and any amendments or supplements
thereto, (vii) the preparation, printing and delivery to the Underwriters of
copies of the Blue Sky Survey and any supplement thereto, (viii) the filing fees
incident to, and the reasonable fees and disbursements of counsel to the
Underwriters in connection with, the review by the National Association of
Securities Dealers, Inc. (the "NASD") of the terms of the sale of the
Securities, if any, (ix) any fees payable in connection with the rating of the
Securities and (x) the reasonable fees and expenses of the Trustee, including
the fees and disbursements of counsel for the Trustee, in connection with the
Indenture and the Securities.

          (b)  Termination of Agreement. If this Agreement is terminated by the
Representative in accordance with the provisions of Section 5 or Section 9(a)(i)
hereof, the Company shall reimburse the Underwriters for all of their out-of-
pocket expenses, including the reasonable fees and disbursements of counsel for
the Underwriters.

          SECTION 5. Conditions of Underwriters' Obligations. The obligations of
          --------------------------------------------------
the several Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company contained in Section 1 hereof or
in certificates of any officer of the Company or any subsidiary of the Company
delivered pursuant to the provisions hereof, to the performance by the Company
of its covenants and other obligations hereunder, and to the following further
conditions:

          (a)  Effectiveness of Registration Statement. The Registration
     Statement has become effective and at Closing Time no stop order suspending
     the effectiveness of the Registration Statement shall have been issued
     under the 1933 Act or proceedings therefor initiated, pending or threatened
     by the Commission, and any request on the part of the Commission for
     additional information shall have been complied with to the reasonable
     satisfaction of counsel to the Underwriters. A Prospectus Supplement shall
     have been filed with the Commission in accordance with Rule 424(b).

          (b)  Opinion of Counsel for Company. At Closing Time, the
     Representative shall have received the favorable opinion, dated as of
     Closing Time, of (i) Gibson, Dunn

                                       13
<PAGE>

     & Crutcher LLP, counsel for the Company, in form and substance reasonably
     satisfactory to counsel for the Underwriters, together with signed or
     reproduced copies of such letter for each of the other Underwriters to the
     effect set forth in Exhibit A hereto, (ii) Hunton & Williams, Virginia
     counsel for the Company, in form and substance reasonably satisfactory to
     counsel for the Underwriters, together with signed or reproduced copies of
     such letter for each of the other Underwriters to the effect set forth in
     Exhibit B hereto and (iii) Louis P. Gregory, General Counsel of the
     Company, in form and substance reasonably satisfactory to counsel for the
     Underwriters, together with signed or reproduced copies of such letter for
     each of the other Underwriters to the effect set forth in Exhibit C hereto.

          (c)  Opinion of Counsel for Underwriters. At Closing Time, the
     Representative shall have received the favorable opinion, dated as of
     Closing Time, of Shearman & Sterling, counsel for the Underwriters, as the
     Representative may reasonably require. In giving such opinion such counsel
     may rely, as to all matters governed by the laws of jurisdictions other
     than the law of the State of New York and the federal law of the United
     States, upon the opinions of counsel satisfactory to the Representative.
     Such counsel may also state that, insofar as such opinion involves factual
     matters, they have relied, to the extent they deem proper, upon
     certificates of officers of the Company and its subsidiaries and
     certificates of public officials.

          (d)  Officers' Certificate. At Closing Time, there shall not have
     been, since the date hereof or since the respective dates as of which
     information is given in the Prospectus, any material adverse change or a
     development known to the Company involving a prospective material adverse
     change in the condition, financial or otherwise, or in the earnings,
     business affairs or business prospects of the Company and its subsidiaries
     considered as one enterprise, whether or not arising in the ordinary course
     of business, and the Representative shall have received a certificate of
     the President or a Senior Vice President of the Company and of the
     Treasurer of the Company, dated as of Closing Time, to the effect that (i)
     there has been no such material adverse change, (ii) the representations
     and warranties in Section 1(a) hereof are true and correct with the same
     force and effect as though expressly made at and as of Closing Time, (iii)
     the Company has complied with all agreements and satisfied all conditions
     on its part to be performed or satisfied at or prior to Closing Time, and
     (iv) no stop order suspending the effectiveness of the Registration
     Statement has been issued and no proceedings for that purpose have been
     instituted or are pending or are contemplated by the Commission.

          (e)  Accountants' Comfort Letter. At the time of the execution of this
     Agreement, the Representative shall have received from Ernst & Young a
     letter dated such date, in form and substance satisfactory to the
     Representative, together with signed or reproduced copies of such letter
     for each of the other Underwriters containing statements and information of
     the type ordinarily included in accountants' "comfort letters" to
     underwriters with respect to the financial statements and certain financial
     information contained in the Registration Statement and the Prospectus.

          (f)  Bring-down Comfort Letter. At Closing Time, the Representative
     shall have received from Ernst & Young a letter, dated as of Closing Time,
     to the effect that

                                       14
<PAGE>

     they reaffirm the statements made in the letter furnished pursuant to
     subsection (e) of this Section, except that the specified date referred to
     shall be a date not more than three business days prior to Closing Time.

          (g)  Maintenance of Rating. At the Closing Time, the Securities shall
     be rated at least A3 by Moody's Investor's Service Inc., A- by Standard &
     Poor's Ratings Services and A- by Fitch IBCA, Inc., and the Company shall
     have delivered to the Underwriters a letter dated the Closing Time, from
     each such rating agency, or other evidence satisfactory to the
     Underwriters, confirming that the Securities have such ratings; and since
     the date of this Agreement, there shall not have occurred a downgrading in
     the rating assigned to the Securities or any of the Company's other debt
     securities by any "nationally recognized statistical rating agency", as
     that term is defined by the Commission for purposes of Rule 436(g)(2) under
     the 1933 Act, and no such securities rating agency shall have publicly
     announced that it has under surveillance or review, with possible negative
     implications, its rating of the Securities or any of the Company's other
     debt securities.

          (h)  No Objection. If required, the NASD has confirmed that it has not
     raised any objection with respect to the fairness and reasonableness of the
     underwriting terms and arrangements.

          (i)  Additional Documents. At Closing Time, counsel for the
     Underwriters shall have been furnished with such documents and opinions as
     they may require for the purpose of enabling them to pass upon the issuance
     and sale of the Securities as herein contemplated, or in order to evidence
     the accuracy of any of the representations or warranties, or the
     fulfillment of any of the conditions, herein contained; and all proceedings
     taken by the Company in connection with the issuance and sale of the
     Securities as herein contemplated shall be satisfactory in form and
     substance to the Representative and counsel for the Underwriters.

          (j)  Termination of Agreement. If any condition specified in this
     Section shall not have been fulfilled when and as required to be fulfilled,
     this Agreement may be terminated by the Representative by notice to the
     Company at any time at or prior to Closing Time, and such termination shall
     be without liability of any party to any other party except as provided in
     Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such
     termination and remain in full force and effect.

          SECTION 6.  Indemnification.
          ---------------------------

          (a)  Indemnification of Underwriters. (1) The Company agrees to
indemnify and hold harmless each Underwriter and each person, if any, who
controls any Underwriter within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act as follows:

          (i)     against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, arising out of any untrue statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or any amendment thereto) or the omission or alleged omission therefrom of
     a material fact required to be stated therein or necessary

                                       15
<PAGE>

     to make the statements therein not misleading or arising out of any untrue
     statement or alleged untrue statement of a material fact included in any
     preliminary prospectus, Prospectus Supplement or the Prospectus (or any
     amendment or supplement thereto), or the omission or alleged omission
     therefrom of a material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading;

          (ii)    against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission; provided that (subject to Section
     6(d) below) any such settlement is effected with the written consent of the
     Company; and

          (iii)   against any and all expense whatsoever, as incurred (including
     the fees and disbursements of counsel chosen by Banc of America),
     reasonably incurred in investigating, preparing or defending against any
     litigation, or any investigation or proceeding by any governmental agency
     or body, commenced or threatened, or any claim whatsoever based upon any
     such untrue statement or omission, or any such alleged untrue statement or
     omission, to the extent that any such expense is not paid under (i) or (ii)
     above;

provided, however, that this indemnity agreement shall not apply to any loss,
--------  -------
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through Banc of America expressly for use in the Registration
Statement (or any amendment thereto), or any preliminary prospectus, Prospectus
Supplement or the Prospectus (or any amendment or supplement thereto). The
foregoing indemnity with respect to any untrue statement contained in or any
omission from the Prospectus shall not inure to the benefit of any Underwriter
(or any person controlling such Underwriter) from whom the person asserting any
such loss, liability, claim, damage or expense purchased any of the Securities
that are the subject thereof if the Company shall sustain the burden of proving
that (i) the untrue statement or omission contained in the Prospectus was
corrected; (ii) such person was not sent or given a copy of the Prospectus
(excluding documents incorporated by reference) which corrected the untrue
statement or omission at or prior to the written confirmation of the sale of
such Securities to such person if required by applicable law; and (iii) the
Company satisfied its obligation pursuant to Section 3(d) of this Agreement to
provide a sufficient number of copies of the Prospectus to the Underwriters.

          (b)  Indemnification of Company, Directors and Officers. Each
Underwriter severally agrees to indemnify and hold harmless the Company, its
directors, each of its officers who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a)
of this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any

                                       16
<PAGE>

amendment thereto), or any preliminary prospectus, Prospectus Supplement or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through Banc of America expressly for use in the Registration Statement (or any
amendment thereto) or such preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).

          (c)  Actions Against Parties; Notification. Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it is
not materially prejudiced as a result thereof and in any event shall not relieve
it from any liability which it may have otherwise than on account of this
indemnity agreement. In the case of parties indemnified pursuant to Section 6(a)
above, counsel to the indemnified parties shall be selected by Banc of America,
and, in the case of parties indemnified pursuant to Section 6(b) above, counsel
to the indemnified parties shall be selected by the Company. An indemnifying
party may participate at its own expense in the defense of any such action;
provided, however, that counsel to the indemnifying party shall not (except with
--------  -------
the consent of the indemnified party) also be counsel to the indemnified party.
In no event shall the indemnifying parties be liable for fees and expenses of
more than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 or Section
7 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

          (d)  Settlement Without Consent If Failure to Reimburse. If at any
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel and such
indemnified party shall be entitled to such reimbursement, such indemnifying
party agrees that it shall be liable for any settlement of the nature
contemplated by Section 6(a)(ii) effected without its written consent if (i)
such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement.

          SECTION 7. Contribution. If the indemnification provided for in
          -----------------------
Section 6 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims,

                                       17
<PAGE>

damages and expenses incurred by such indemnified party, as incurred, (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Underwriters on the other hand from the
offering of the Securities pursuant to this Agreement or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company on the one hand and of the
Underwriters on the other hand in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as well
as any other relevant equitable considerations.

          The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company
and the total underwriting discount received by the Underwriters, in each case
as set forth on the cover of the Prospectus bear to the aggregate initial public
offering price of the Securities as set forth on such cover.

          The relative fault of the Company on the one hand and the Underwriters
on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

          The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section. The aggregate amount
of losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

          Notwithstanding the provisions of this Section, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

          No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

          For purposes of this Section, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the

                                       18
<PAGE>

same rights to contribution as such Underwriter, and each director of the
Company, each officer of the Company who signed the Registration Statement, and
each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company. The Underwriters' respective obligations to
contribute pursuant to this Section are several in proportion to the number of
Securities set forth opposite their respective names in Schedule A hereto and
not joint.

          SECTION 8. Representations, Warranties and Agreements to Survive
          ----------------------------------------------------------------
Delivery. All representations, warranties and agreements contained in this
--------
Agreement or in certificates of officers of the Company or any of its
subsidiaries submitted pursuant hereto shall remain operative and in full force
and effect, regardless of any investigation made by or on behalf of any
Underwriter or controlling person within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act, or by or on behalf of the Company, and shall
survive delivery of the Securities to the Underwriters.

          SECTION 9. Termination of Agreement.
          -----------------------------------

          (a)  Termination; General. The Representative may terminate this
Agreement, by notice to the Company, at any time at or prior to Closing Time (i)
if there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) if there has occurred any material adverse
change in the financial markets in the United States or the international
financial markets, any outbreak of hostilities or escalation thereof or other
calamity or crisis or any change or development involving a prospective change
in national or international political, financial or economic conditions, in
each case the effect of which is such as to make it, in the judgment of the
Representative, impracticable to market the Securities or to enforce contracts
for the sale of the Securities, or (iii) if trading in any securities of the
Company has been suspended or materially limited by the Commission or the New
York Stock Exchange, or if trading generally on the American Stock Exchange or
the New York Stock Exchange or in the Nasdaq National Market has been suspended
or materially limited, or minimum or maximum prices for trading have been fixed,
or maximum ranges for prices have been required, by any of said exchanges or by
such system or by order of the Commission, the National Association of
Securities Dealers, Inc. or any other governmental authority, or (iv) if a
banking moratorium has been declared by either Federal, New York, Texas or
Virginia authorities.

          (b)  Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6, 7 and 8 shall survive such termination and remain in full force and
effect.

          SECTION 10. Default by One or More of the Underwriters. If one or more
          ------------------------------------------------------
of the Underwriters shall fail at Closing Time to purchase the Securities which
it or they are obligated to purchase under this Agreement (the "Defaulted
Securities"), the Representative shall have the right, within 24 hours
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of

                                       19
<PAGE>

the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representative shall not have completed
such arrangements within such 24-hour period, then:

          (a)  if the aggregate principal amount of Defaulted Securities does
     not exceed 10% of the aggregate principal amount of the Securities to be
     purchased on such date, the non-defaulting Underwriters shall be obligated,
     each severally and not jointly, to purchase the full amount thereof in the
     proportions that their respective underwriting obligations hereunder bear
     to the underwriting obligations of all non-defaulting Underwriters, or

          (b)  if the aggregate principal amount of Defaulted Securities exceeds
     10% of the aggregate principal amount of Securities to be purchased on such
     date, this Agreement shall terminate without liability on the part of any
     non-defaulting Underwriter.

          No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

          In the event of any such default which does not result in a
termination of this Agreement, either the Representative or the Company shall
have the right to postpone Closing Time, for a period not exceeding seven days
in order to effect any required changes in the Registration Statement or
Prospectus or in any other documents or arrangements. As used herein, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section.

          SECTION 11. Notices. All notices and other communications hereunder
          -------------------
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representative at Banc of America
Securities LLC, Banc of America Corporate Center, 100 North Tryon Street,
Charlotte, North Carolina, 28255 attention of Lynn T. McConnell and notices to
the Company shall be directed to it at 1800 Three Lincoln Centre, 5430 LBJ
Freeway, Dallas, Texas, 75240, attention of Louis P. Gregory.

          SECTION 12. Parties. This Agreement shall inure to the benefit of and
          -------------------
be binding upon the Underwriters and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Underwriters and the Company and their respective successors and the controlling
persons within the meaning of Section 15 of the 1933 Act and officers and
directors referred to in Sections 6 and 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriters and the Company and their respective
successors and assigns, and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Securities from any Underwriter
shall be deemed to be a successor by reason merely of such purchase.

                                       20
<PAGE>

          SECTION 13. Representation of Underwriters. Banc of America will act
          ------------------------------------------
for the several Underwriters in connection with the transactions contemplated by
this Agreement, and any action under or in respect of this Agreement taken by
Banc of America will be binding upon all Underwriters.

          SECTION 14. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED
          ----------------------------------
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED
TIMES OF DAY REFER TO NEW YORK CITY TIME.

          SECTION 15. Effect of Headings. The Article and Section headings
          ------------------------------
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

          SECTION 16. Counterparts. This Agreement may be executed in one or
          ------------------------
more counterparts, and when a counterpart has been executed by each party, all
such counterparts taken together shall constitute one and the same agreement.

                                       21
<PAGE>

          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between the Underwriters and the Company in accordance with its terms.



                                    Very truly yours,

                                    ATMOS ENERGY CORPORATION

                                    By: /s/ Laurie M. Sherwood
                                        -------------------------------
                                      Name:   Laurie M. Sherwood
                                      Title:  Vice President, Corporate
                                              Development and Treasurer

CONFIRMED AND ACCEPTED,
  as of the date first above written:

BANC OF AMERICA SECURITIES LLC

     As Representative of the several Underwriters

By:  BANC OF AMERICA SECURITIES LLC



By: /s/ Lynn McConnell
    -----------------------
    Authorized Signatory

For themselves and as Representative of the other Underwriters named in Schedule
A hereto.
<PAGE>

                                  SCHEDULE A

<TABLE>
<CAPTION>
                                                                                Principal Amount
                                                                                       of
                           Name of Underwriter                                     Securities
------------------------------------------------------------------------------  -----------------
<S>                                                                             <C>
Banc of America Securities LLC............................................         $227,500,000
Banc One Capital Markets, Inc.............................................         $ 70,000,000
First Union Securities, Inc...............................................         $ 17,500,000
Fleet Securities, Inc.....................................................         $ 17,500,000
SG Cowen Securities Corporation...........................................         $ 17,500,000
                                                                                   ------------
          Total...........................................................         $350,000,000
                                                                                   ============
</TABLE>
<PAGE>

                                  SCHEDULE B

                                                             Dated: May 15, 2001

                      ATMOS ENERGY CORPORATION, as Issuer

                         7 3/8% Senior Notes due 2011


Principal amount to be issued:  $350,000,000

Current ratings:  Moody's A3, Standard & Poor's A-, Fitch A-

Interest rate: 7 3/8% payable semiannually on May 15 and November 15 of each
year, beginning November 15, 2001

Interest accrues from:  May 22, 2001

Date of maturity:  May 15, 2011

Redemption provisions: The Securities will be redeemable, as a whole or in part,
at the option of the Company, at any time or from time to time, at a redemption
price equal to the greater of (i) 100% of the principal amount of the Securities
to be redeemed or (ii) 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 at the treasury rate plus 25 basis
points, plus, in the case of each clause (i) and (ii), accrued interest to the
date of redemption.

Sinking fund requirements:  None

Initial public offering price: 99.940% of the principal amount plus accrued
interest from May 22, 2001

Purchase price to be paid by the Underwriters: 99.290% of the principal amount
plus accrued interest from May 22, 2001

Closing date, time and location: May 22, 2001, 9:00 A.M., New York City time, at
Shearman & Sterling, 599 Lexington Avenue, New York, New York

Delayed delivery contracts:  Not authorized

Listing requirement:  None

Other terms and conditions:  None
<PAGE>

                                  SCHEDULE C

                             List of Subsidiaries
                             --------------------

1.   Atmos Energy Holdings, Inc.

2.   Atmos Energy Services, LLC

3.   Atmos Energy Marketing, LLC
<PAGE>

                                                                       Exhibit A
                                                                       ---------

                     FORM OF OPINION OF COMPANY'S COUNSEL
                          TO BE DELIVERED PURSUANT TO
                                SECTION 5(b)(i)

          For the purposes of this opinion the term "Prospectus" shall have the
meaning set forth in the Purchase Agreement and shall include the Prospectus
Supplement, the Company's Annual Report on Form 10-K for the year ended
September 30, 2000, the Company's Quarterly Report on Form 10-Q for the period
ended December 31, 2000, the Company's Quarterly Report on Form 10-Q for the
period ended March 31, 2001 and any other document incorporated by reference
therein.

          (i)     The Company is validly existing as a corporation in good
standing under the laws of the State of Texas.

          (ii)    The Company has corporate power and authority to own, lease
and operate its properties and to conduct its business as described in the
Prospectus and to enter into and perform its obligations under the Purchase
Agreement.

          (iii)   The Purchase Agreement has been duly authorized, executed and
delivered by the Company.

          (iv)    The Registration Statement has been declared effective under
the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has
been made in the manner and within the time period required by Rule 424(b); and,
to the best of our knowledge, no stop order suspending the effectiveness of the
Registration Statement has been issued under the 1933 Act and no proceedings for
that purpose have been instituted or are pending or threatened by the
Commission.

          (v)     The Indenture has been duly authorized, executed and delivered
by the Company and (assuming the due authorization, execution and delivery
thereof by the Trustee) constitutes a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms.

          (vi)    The Securities are in the form contemplated by the Indenture,
have been duly authorized by the Company and, assuming that the Securities have
been duly authenticated by the Trustee in the manner described in its
certificate delivered to you today (which fact such counsel need not determine
by an inspection of the Securities), the Securities have been duly executed,
issued and delivered by the Company and constitute valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms
and will be entitled to the benefits of the Indenture.

                                      A-1
<PAGE>

          (vii)   The Registration Statement, the Prospectus, including the
documents incorporated by reference therein, and each amendment or supplement to
the Registration Statement and Prospectus, including the documents incorporated
by reference therein, as of their respective effective or issue dates (other
than the financial statements and supporting schedules and other financial data
included therein or omitted therefrom, and the Statements of Eligibility of
Trustee on Form T-1 included as exhibits to the Registration Statement (the
"Form T-1"), as to which we express no comment) complied as to form in all
material respects with the requirements of the 1933 Act, the 1933 Act
Regulations, the 1934 Act and the 1934 Regulations, as applicable.

          (viii)  The Securities and the Indenture conform in all material
respects to the respective descriptions thereof in the Prospectus under the
captions "Description of Debt Securities" and "Description of the Notes."

          (ix)    The documents incorporated by reference in the Prospectus
(other than the financial statements and supporting schedules and other
financial data included therein or omitted therefrom, as to which we need
express no opinion), when they became effective or were filed with the
Commission, as the case may be, complied as to form in all material respects
with the requirements of the 1933 Act or the 1934 Act, as applicable, and the
published rules and regulations of the Commission thereunder.

          (x)     To the best of our knowledge, there is not pending or
threatened any action, suit, proceeding, inquiry or investigation, to which the
Company or any subsidiary is a party, or to which the property of the Company or
any subsidiary is subject, before or brought by any court or governmental agency
or body, domestic or foreign, which might reasonably be expected to result in a
Material Adverse Effect, or which might reasonably be expected to materially and
adversely affect the properties or assets thereof or the consummation of the
transactions contemplated in the Purchase Agreement or the performance by the
Company of its obligations thereunder or that are required to be described in
the Prospectus that are not described as required (except for regulatory
proceedings, as to which we express no opinion).

          (xi)    The information in the Prospectus under "Description of Common
Stock", "Description of Debt Securities" and "Description of Notes" and in the
Registration Statement under Item 15, to the extent that it constitutes matters
of law, summaries of legal matters, the Company's charter and bylaws or legal
proceedings, or legal conclusions, has been reviewed by us and is correct in all
material respects.

          (xii)   No filing with, or authorization, approval, consent, license,
order, registration, qualification or decree of, any court or governmental
authority or agency, domestic or foreign, (other than under the 1933 Act and the
1933 Act Regulations, which have been obtained, or as may be required under the
securities or blue sky laws of the various states or the regulatory authorities
of the various states, and except for the qualification of the Indenture under
the 1939 Act, as to which we express no opinion) is necessary or required in
connection with the due authorization, execution and delivery of the Purchase
Agreement or the due execution, delivery and performance of the Indenture by the
Company or for the offering, issuance, sale or delivery of the Securities.

                                      A-2
<PAGE>

          (xiii)  The execution, delivery and performance of the Purchase
Agreement, the Indenture and the Securities and the consummation of the
transactions contemplated in the Purchase Agreement, the Indenture and in the
Registration Statement and the Prospectus (including the issuance and sale of
the Securities and the use of the proceeds from the sale of the Securities as
described in the Prospectus under the caption "Use of Proceeds") by the Company,
and compliance by the Company with its obligations under the Purchase Agreement,
the Indenture and the Securities do not and will not, whether with or without
the giving of notice or lapse of time or both, conflict with or constitute a
breach of, or default or Repayment Event (as defined in Section 1(a)(xiii) of
the Purchase Agreement) under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company or any
subsidiary pursuant to, any document filed as an exhibit to the Registration
Statement or incorporated by reference therein or any document incorporated as
an exhibit into the Registration Statement (except for such conflicts, breaches
or defaults or liens, charges or encumbrances that would not have a Material
Adverse Effect), nor will such action result in any violation of the provisions
of the charter or bylaws of the Company, or any applicable law, statute, rule,
regulation, judgment, order, writ or decree, known to us, of any government,
government instrumentality or court, domestic or foreign, having jurisdiction
over the Company or any of its properties, assets or operations. (other than as
to regulatory matters, as to which we express no opinion).

          (xiv)   The Company is not an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in the 1940
Act.

          (xv)    To the best of our knowledge, no person or corporation which
is a "holding company" or a "subsidiary of a holding company", within the
meaning of such terms as defined in the Public Utility Holding Company Act of
1935, directly or indirectly owns, controls or holds with power to vote 10% or
more of the outstanding voting securities of the Company; and the Company is not
a "holding company" or to the best of our knowledge, a "subsidiary of a holding
company" as so defined.

          (xvi)   The Indenture has been qualified under the 1939 Act, as
amended.

          During the course of the preparation of the Registration Statement and
the Prospectus, we have participated in conferences with representatives of the
Company and the Underwriters at which the contents of the Registration Statement
and the Prospectus and related matters were discussed. Based upon the foregoing,
no facts have come to our attention that would lead us to believe that the
Registration Statement or any amendment thereto (except for financial statements
and schedules and other financial data included or incorporated by reference
therein or omitted therefrom and the Form T-1, as to which we make no statement
and except as to any Incorporated Document, which is dealt with below), at the
time such Registration Statement or any such amendment became effective,
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or that the Prospectus or any amendment or supplement thereto
(except for financial statements and schedules and other financial data included
or incorporated by reference therein or omitted therefrom and the Form T-1, as
to which we make no statement), at the time the Prospectus was issued, at the
time any such amended or supplemented prospectus was issued or at the Closing
Time, included or includes an untrue statement of a material fact or

                                      A-3
<PAGE>

omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or that any document incorporated by reference in the
Registration Statement (each an "Incorporated Document") or any amendment or
supplement thereto made by the Company prior to the Closing Time, when they were
filed with the Commission, as the case may be, contained (except for financial
statements and schedules and other financial data included or incorporated by
reference or omitted therefrom, as to which we make no statement) an untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. We have not independently verified the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or incorporated by reference therein, and we are not
passing upon and do not assume any responsibility for the accuracy, completeness
or fairness of such statements.

          In rendering such opinion, such counsel may state that its opinion is
limited to the Federal laws of the United States and the laws of the State of
Texas and the State of New York. Such opinion shall not state that it is to be
governed or qualified by, or that it is otherwise subject to, any treatise,
written policy or other document relating to legal opinions, including, without
limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

          This opinion is furnished by us as counsel for the Company to you
pursuant to the terms of the Purchase Agreement and is solely for your benefit.
Without our prior written consent, this opinion may not be relied upon by you in
any other context or by any other person. We are aware that Shearman & Sterling,
your counsel, is relying, solely with respect to matters involving the laws of
the State of Texas, on opinion paragraphs 1-3 and 5-6 herein in rendering their
opinion to you required under Section 5(c) of the Purchase Agreement. This
opinion may not be quoted, in whole or in part, or copies thereof furnished, to
any other person without our prior written consent, except that you may furnish
copies hereof (a) to your independent auditors and attorneys, (b) to any state
or federal authority having regulatory jurisdiction over you or the Company, (c)
pursuant to order or legal process of any court or governmental agency, and (d)
in connection with any legal or governmental action, proceeding or investigation
to which you are a party arising out of the transactions contemplated by the
Purchase Agreement.

                                      A-4
<PAGE>

                                                                       Exhibit B
                                                                       ---------

              FORM OF OPINION OF VIRGINIA COUNSEL TO THE COMPANY
                 TO BE DELIVERED PURSUANT TO SECTION 5(b)(ii)

          For the purposes of this opinion the term "Prospectus" shall have the
meaning set forth in the Purchase Agreement and shall include the Prospectus
Supplement, the Company's Annual Report on Form 10-K for the year ended
September 30, 2000, the Company's Quarterly Report on Form 10-Q for the period
ended December 31, 2000, the Company's Quarterly Report on Form 10-Q for the
period ended March 31, 2001 and any other document incorporated by reference
therein.

          (i)     The Company is validly existing as a corporation in good
standing under the laws of the Commonwealth of Virginia.

          (ii)    The Company has corporate power and authority to own, lease
and operate its properties and to conduct its business as described in the
Prospectus and to enter into and perform its obligations under the Purchase
Agreement.

          (iii)   The Indenture has been duly authorized, executed and delivered
by the Company.

          (iv)    The Securities are in the form contemplated by the Indenture,
have been duly authorized by the Company and, assuming that the Securities have
been duly authenticated by the Trustee in the manner described in its
certificate delivered to you today (which fact such counsel need not determine
by an inspection of the Securities), the Securities have been duly executed,
issued and delivered by the Company and constitute valid and binding obligations
of the Company and will be entitled to the benefits of the Indenture.

     In rendering such opinion, such counsel may state that its opinion is
limited to the Federal laws of the United States and the laws of the
Commonwealth of Virginia.

          Except with our prior written consent, no person other than the
addressees of this opinion and Shearman & Sterling, counsel for the Underwriters
shall be entitled to rely upon it. We are aware that this opinion will be relied
upon by Shearman & Sterling.

                                      B-1
<PAGE>

                                                                       Exhibit C
                                                                       ---------

               FORM OF OPINION OF GENERAL COUNSEL OF THE COMPANY
                 TO BE DELIVERED PURSUANT TO SECTION 5(b)(iii)

          For the purposes of this opinion the term "Prospectus" shall have the
meaning set forth in the Purchase Agreement and shall include the Prospectus
Supplement, the Company's Annual Report on Form 10-K for the year ended
September 30, 2000, the Company's Quarterly Report on Form 10-Q for the period
ended December 31, 2000, the Company's Quarterly Report on Form 10-Q for the
period ended March 31, 2001 and any other document incorporated by reference
therein.

          (i)     The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Texas and the
Commonwealth of Virginia.

          (ii)    The Company has corporate power and authority to own, lease
and operate its properties and to conduct its business as described in the
Prospectus and to enter into and perform its obligations under the Purchase
Agreement.

          (iii)   The Company is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect.

          (iv)    The authorized, issued and outstanding capital stock of the
Company is as set forth in the Prospectus in the column entitled "Actual" under
the caption "Capitalization" (except for subsequent issuances, if any, pursuant
to the Purchase Agreement or pursuant to reservations, agreements, employee
benefit plans referred to in the Prospectus or pursuant to the exercise of
convertible securities or options referred to in the Prospectus); the shares of
issued and outstanding capital stock of the Company have been duly authorized
and validly issued and are fully paid and non-assessable; and none of the
outstanding shares of capital stock of the Company was issued in violation of
the preemptive or other similar rights of any securityholder of the Company.

          (v)     Each subsidiary (other than EnerMart Energy Services Trust, a
Pennsylvania business trust ("EnerMart Trust") and Energas Energy Services
Trust, a Pennsylvania business trust ("EnerGas Trust"), has been duly
incorporated or formed, as the case may be, and is validly existing as an entity
in good standing under the laws of the jurisdiction of its incorporation or
formation, as the case may be, has the power and authority to own, lease and
operate its properties and to conduct its business as described in the
Prospectus and is duly qualified as a foreign entity to transact business and is
in good standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property

                                      C-1
<PAGE>

or the conduct of business, except where the failure so to qualify or to be in
good standing would not result in a Material Adverse Effect; except as otherwise
disclosed in the Registration Statement, all of the issued and outstanding
capital stock of each subsidiary or limited liability company membership
interests of each subsidiary (other than EnerMart Trust and EnerGas Trust) has
been duly authorized and validly issued, is fully paid and non-assessable and,
to the best of my knowledge, is owned by the Company, directly or through
subsidiaries, free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity; none of the outstanding shares of capital stock or
limited liability company membership interests of any subsidiary (other than
EnerMart Trust and EnerGas Trust) was issued in violation of the preemptive or
similar rights of any securityholder of such subsidiary.

          (vi)    EnerMart Trust and EnerGas Trust has been duly organized and
validly existing as a business trust under laws of the Commonwealth of
Pennsylvania, has power and authority to own, lease and operate its properties
and to conduct its business as described in the Prospectus, is duly qualified as
a foreign business trust to transact business and is in good standing in each
jurisdiction in which such qualification is required, except where the failure
so to qualify or to be in good standing would not result in a Material Adverse
Effect and is wholly-owned, free and clear of any security interest, mortgage,
pledge, lien, encumbrance, claim or equity.

          (vii)   The Purchase Agreement has been duly authorized, executed and
delivered by the Company.

          (viii)  The documents incorporated by reference in the Prospectus
(other than the financial statements and data and supporting schedules included
therein or omitted therefrom, as to which I need express no opinion), when they
were filed with the Commission complied as to form in all material respects with
the requirements of the 1934 Act and the 1934 Act Regulations.

          (ix)    To the best of my knowledge, there is not pending or
threatened any action, suit, proceeding, inquiry or investigation, to which the
Company or any subsidiary is a party, or to which the property of the Company or
any subsidiary is subject, before or brought by any court or governmental agency
or body, domestic or foreign, which might reasonably be expected to result in a
Material Adverse Effect, or which might reasonably be expected to materially and
adversely affect the properties or assets thereof or the consummation of the
transactions contemplated in the Purchase Agreement or the performance by the
Company of its obligations thereunder or that are required to be described in
the Prospectus that are not described as required.

          (x)     The information in (a) the Prospectus under "Atmos--
Operations" "Atmos--Recent Developments", (b) the Company's Annual Report on
Form 10-K for the year ended September 30, 2000 (the "Form 10-K") under "Part I,
Item 1-Business-Regulation", "Part I, Item 1-Business-Rates", "Item 2-
Properties" and Item 3-Litigation Matters and (c) Note 5 to the Company's 2000
Consolidated Financial Statements (contained in the Form 10-K), (d) the
Company's Quarterly Report on Form 10-Q for the period ended December 31, 2000
under Note 2, Note 3 and Note 7 to the Company's Condensed Consolidated
Financial Statements (Unaudited) December 31, 2000 and "Part I, Item 2 -
Management's Discussion and Analysis of

                                      C-2
<PAGE>

Financial Condition and Results of Operations - Ratemaking Activity", (e) the
Company's Quarterly Report on Form 10-Q for the period ended March 31, 2001
under Note 2, Note 3, Note 7 and Note 8 to the Company's Condensed Consolidated
Financial Statements (Unaudited) March 31, 2001 and "Part I, Item 2 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations -Ratemaking Activity", "Part I, Item 2 - Management's Discussion and
Analysis of Financial Condition and Results of Operations - Status of Pending
Acquisition" to the extent that it constitutes matters of law, summaries of
legal matters, the Company's Restated Articles of Incorporation, as amended, and
Amended and Restated Bylaws or legal proceedings, or legal conclusions, has been
reviewed by me and is correct in all material respects.

          (xi)    To the best of my knowledge, there are no statutes or
regulations that are required to be described in the Prospectus that are not
described as required.

          (xii)   All descriptions in the Registration Statement and the
Prospectus of contracts and other documents to which the Company or its
subsidiaries are a party are accurate in all material respects; to the best of
my knowledge, there are no franchises, contracts, indentures, mortgages, loan
agreements, notes, leases or other instruments required to be described or
referred to in the Registration Statement or the Prospectus or to be filed as
exhibits thereto other than those described or referred to therein or filed or
incorporated by reference as exhibits thereto, and the descriptions thereof or
references thereto are correct in all material respects.

          (xiii)  To the best of my knowledge, neither the Company nor any
subsidiary is in violation of its charter, bylaws or other organizational
document and no default by the Company or any subsidiary exists in the due
performance or observance of any material obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan agreement, note,
lease or other agreement or instrument that is described or referred to in the
Registration Statement or the Prospectus or filed or incorporated by reference
as an exhibit to the Registration Statement.

          (xiv)   The material franchises, permits and rights of the Company and
its subsidiaries in each jurisdiction in which such franchise, permit or right
is required are valid and adequate for the business in which it is engaged, and
there do not exist, to the best of my knowledge, any restrictions in connection
therewith that, solely or in the aggregate, would result in a Material Adverse
Effect.

          (xv)    There have been issued and, as of the dated hereof, are in
full force and effect orders or authorizations of the regulatory authorities of
Colorado, Georgia, Illinois, Kentucky, Missouri, and Virginia, respectively,
authorizing the issuance and sale of the Securities on the terms set forth or
contemplated in the Purchase Agreement; and no other filing with, or
authorization, approval, consent, license, order, registration, qualification or
decree of, any court or governmental authority or agency, domestic or foreign
(other than under the 1933 Act and the 1933 Act Regulations, which have been
obtained, or as may be required under the securities or blue sky laws of the
various states, as to which I express no opinion), is necessary or required in
connection with the due authorization, execution and delivery of the Purchase
Agreement, the Indenture or for the offering, issuance, sale or delivery of the
Securities.

                                      C-3
<PAGE>

          (xvi)   The execution, delivery and performance of the Purchase
Agreement, the Indenture and the Securities and the consummation of the
transactions contemplated in the Purchase Agreement, the Indenture and in the
Registration Statement and the Prospectus (including the issuance and sale of
the Securities and the use of the proceeds from the sale of the Securities as
described in the Prospectus under the caption "Use of Proceeds") and compliance
by the Company with its obligations under the Purchase Agreement, the Indenture
and the Securities do not and will not, whether with or without the giving of
notice or lapse of time or both, conflict with or constitute a breach of, or
default or Repayment Event (as defined in Section 1(a)(xiii) of the Purchase
Agreement) under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any subsidiary
pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or any other agreement or instrument, known to me, to
which the Company or any subsidiary is a party or by which it or any of them may
be bound, or to which any of the property or assets of the Company or any
subsidiary is subject (except for such conflicts, breaches or defaults or liens,
charges or encumbrances that would not have a Material Adverse Effect), nor will
such action result in any violation of the provisions of the charter or bylaws
of the Company or the charter, bylaws or other organizational documents of any
subsidiary, or any applicable law, statute, rule, regulation, judgment, order,
writ or decree, known to me, of any government, government instrumentality or
court, domestic or foreign, having jurisdiction over the Company or any
subsidiary or any of their respective properties, assets or operations.

          Nothing has come to my attention that would lead me to believe that
the Registration Statement or any amendment thereto (except for financial
statements and schedules and other financial data included or incorporated by
reference therein or omitted therefrom and Statements of Eligibility of Trustee
on Form T-1 included as exhibits to the Registration Statement (the "Form T-1"),
as to which I make no statement), at the time such Registration Statement or any
such amendment became effective, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or that the Prospectus
or any amendment or supplement thereto (except for financial statements and
schedules and other financial data included or incorporated by reference therein
or omitted therefrom and the Form T-1, as to which I make no statement), at the
time the Prospectus was issued, at the time any such amended or supplemented
prospectus was issued or at the Closing Time, included or includes an untrue
statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

          [In rendering such opinion, such counsel may state that his opinion is
limited to the Federal laws of the United States, the laws of the State of Texas
and the Virginia Stock Corporation Act.]

          Except with our prior written consent, no person other than the
addressees of this opinion and Shearman & Sterling, counsel for the Underwriters
shall be entitled to rely upon it. We are aware that this opinion will be relied
upon by Shearman & Sterling.

                                      C-4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>dex992.txt
<DESCRIPTION>GLOBAL SECURITY
<TEXT>

<PAGE>

                                                                    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
<PAGE>

          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.

                                       2
<PAGE>

          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
          -----------------
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
          --------
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.

                                       3
<PAGE>

     "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
          ------------
fund obligations.

          Modification and Waivers; Obligations of the Company Absolute. 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. 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

                                       4
<PAGE>

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
          ----------------------------------
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
          ------------------------
registered form, without coupons in denominations of $1,000 and any integral
multiple thereof.

          Registration of Transfer or Exchange. 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 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
          -------------
the Indenture shall have the meanings assigned to them in the Indenture.

                                       5
<PAGE>

          Governing Laws. 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 principles.

                                       6
<PAGE>

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                              ATMOS ENERGY CORPORATION

                              By:  /s/ Louis P. Gregory
                                   -----------------------------
                                   Name:   Louis P. Gregory
                                   Title:  Sr. Vice President &
                                             General Counsel

Attest:

By: /s/ Shirley A. Hines
    -----------------------------
    Name:   Shirley A. Hines
    Title:  Corporate Secretary
<PAGE>

                    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
                                 -------------------
                                  Authorized Officer
<PAGE>

                                ASSIGNMENT FORM

To assign this Security, fill in the form below:
(I) or (we) assign and transfer this Security to


--------------------------------------------------------------------------------
              (Insert assignee's social security or tax I.D. no.)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
             (Print or type assignee's name, address and zip code)

and irrevocably appoint
                       ---------------------------------------------------------
agent to transfer this Security on the books of the Company.  The agent may
substitute another to act for him.

Date:          Signature:
     ---------            ------------------------------------------------------
                          (sign exactly as name appears on the other side of
                          this Security)



Signature guaranteed by:
                         -------------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>dex993.txt
<DESCRIPTION>INDENTURE
<TEXT>

<PAGE>

                                                                    EXHIBIT 99.3


================================================================================


                           ATMOS ENERGY CORPORATION,

                                    Issuer,


                                      to


                                SUNTRUST BANK,

                                    Trustee







                                   Indenture

                           Dated as of May 22, 2001



                                Debt Securities


================================================================================
<PAGE>

              Reconciliation and tie between Trust Indenture Act
                of 1939 and Indenture, dated as of May 22, 2001



Trust Indenture
  Act Section                                              Indenture Section


(S) 310(a)(1)      .....................................   608
       (a)(2)      .....................................   608
       (b)         .....................................   604, 607, 609(d)(1)
(S) 311(a)         .....................................   101(2), 604, 613
       (b)         .....................................   101(2), 604, 613
(S) 312(c)         .....................................   701
(S) 313            .....................................   702
(S) 314(a)         .....................................   703
       (a)(4)      .....................................   1004
       (c)(1)      .....................................   102
       (c)(2)      .....................................   102
       (e)         .....................................   101 ("Opinion of
                   .....................................         Counsel"), 102
(S) 315(b)         .....................................   601
(S) 316(a)(last
       sentence)   .....................................   101 ("Outstanding")
       (a)(1)(A)   .....................................   512
       (a)(1)(B)   .....................................   513
       (b)         .....................................   508
       (c)         .....................................   104(d)
(S) 317(a)(1)      .....................................   503
       (a)(2)      .....................................   504
       (b)         .....................................   1003
(S) 318(a)         .....................................   107
<PAGE>

                               TABLE OF CONTENTS


                                                                          Page
                                                                          ----
                                  ARTICLE ONE
                             DEFINITIONS AND OTHER
                       PROVISIONS OF GENERAL APPLICATION


     SECTION 101.  Definitions.............................................  1
     "Act".................................................................  2
     "Additional Amounts"..................................................  2
     "Affiliate"...........................................................  2
     "Attributable Debt"...................................................  2
     "Authenticating Agent"................................................  2
     "Authorized Newspaper"................................................  2
     "Authorized Officer"..................................................  2
     "Bankruptcy Law"......................................................  3
     "Board of Directors"..................................................  3
     "Board Resolution"....................................................  3
     "Book-Entry Security".................................................  3
     "Business Day"........................................................  3
     "Capital Stock".......................................................  3
     "Commission"..........................................................  3
     "Company".............................................................  3
     "Company Request" or "Company Order"..................................  3
     "Consolidated Net Tangible Assets"....................................  4
     "Corporate Trust Office"..............................................  4
     "corporation".........................................................  4
     "covenant defeasance".................................................  4
     "Custodian"...........................................................  4
     "Default".............................................................  4
     "Defaulted Interest"..................................................  4
     "defeasance"..........................................................  4
     "Definitive Security".................................................  4
     "Depository"..........................................................  4
     "Euroclear"...........................................................  4
     "Event of Default"....................................................  4
     "Exchange Act"........................................................  4
     "Extension Notice" and "Extension Period".............................  4
     "Final Maturity"......................................................  4
     "Funded Indebtedness".................................................  5

-------------------------
Note:  This table of contents shall not, for any purpose, be deemed to be a part
       of the Indenture.
<PAGE>

                                                                          Page
                                                                          ----

     "generally accepted accounting principles" or "GAAP"..................  5
     "Global Securities"...................................................  5
     "Government Obligations"..............................................  5
     "Greeley Indenture"...................................................  5
     "guarantee"...........................................................  5
     "Holder"..............................................................  6
     "incorporated provision"..............................................  6
     "Indebtedness"........................................................  6
     "Indenture"...........................................................  6
     "Indexed Security"....................................................  6
     "interest"............................................................  6
     "Interest Payment Date"...............................................  6
     "Lien"................................................................  6
     "mandatory sinking fund payment"......................................  7
     "Maturity"............................................................  7
     "Non-Recourse Indebtedness"...........................................  7
     "Note Purchase Agreements"............................................  7
     "Officers' Certificate"...............................................  8
     "Opinion of Counsel"..................................................  8
     "Option to Elect Repayment"...........................................  8
     "Optional Reset Date".................................................  8
     "optional sinking fund payment".......................................  8
     "Original Issue Discount Security"....................................  8
     "Original Stated Maturity"............................................  8
     "Outstanding".........................................................  8
     "Participants"........................................................  9
     "Paying Agent"........................................................  9
     "Person"..............................................................  9
     "Place of Payment"....................................................  9
     "Predecessor Security"................................................ 10
     "Principal Property".................................................. 10
     "Redemption Date"..................................................... 10
     "Redemption Price".................................................... 10
     "Regular Record Date"................................................. 10
     "Repayment Date"...................................................... 10
     "Repayment Price"..................................................... 10
     "Reset Notice"........................................................ 10
     "Restricted Securities"............................................... 10
     "Restricted Subsidiary"............................................... 10
     "Sale and Leaseback Transaction"...................................... 10
     "Securities".......................................................... 11
<PAGE>

                                                                          Page
                                                                          ----

     "Security Register" and "Security Registrar".......................... 11
     "Special Record Date"................................................. 11
     "Stated Maturity"..................................................... 11
     "Subsequent Interest Period".......................................... 11
     "Subsidiary".......................................................... 11
     "Trust Indenture Act" or "TIA"........................................ 11
     "Trustee"............................................................. 11
     "Trustee Payments".................................................... 11
     "United Cities Indenture"............................................. 11
     "United States"....................................................... 12
     "United States person"................................................ 12
     "Vice President"...................................................... 12
     "Yield to Maturity"................................................... 12
     SECTION 102.  Compliance Certificates and Opinions.................... 12
     SECTION 103.  Form of Documents Delivered to Trustee.................. 13
     SECTION 104.  Acts of Holders......................................... 14
     SECTION 105.  Notices, etc. to Trustee and Company.................... 15
     SECTION 106.  Notice to Holders; Waiver............................... 15
     SECTION 107.  Conflict of any Provision of Indenture with Trust
                     Indenture Act......................................... 16
     SECTION 108.  Effect of Headings and Table of Contents................ 16
     SECTION 109.  Successors and Assigns.................................. 16
     SECTION 110.  Separability Clause..................................... 16
     SECTION 111.  Benefits of Indenture................................... 16
     SECTION 112.  Governing Law........................................... 16
     SECTION 113.  Legal Holidays.......................................... 17
     SECTION 114.  No Recourse Against Others.............................. 17

                                  ARTICLE TWO
                                SECURITY FORMS

     SECTION 201.  Forms Generally......................................... 17
     SECTION 202.  Form of Trustee's Certificate of Authentication......... 18
     SECTION 203.  Securities Issuable in Global Form...................... 18
     SECTION 204.  Form of Legend for Book-Entry Securities................ 19
<PAGE>

                                                                          Page
                                                                          ----
                                 ARTICLE THREE
                                THE SECURITIES


     SECTION 301.  Amount Unlimited; Issuable in Series.................... 19
     SECTION 302.  Denominations........................................... 22
     SECTION 303.  Execution, Authentication, Delivery and Dating.......... 22
     SECTION 304.  Book-Entry Securities................................... 24
     SECTION 305.  Temporary Securities.................................... 26
     SECTION 306.  Registration, Registration of Transfer and Exchange..... 26
     SECTION 307.  Mutilated, Destroyed, Lost and Stolen Securities........ 28
     SECTION 308.  Payment of Interest; Interest Rights Preserved;
                     Optional Interest Reset............................... 28
     SECTION 309.  Optional Extension of Stated Maturity................... 31
     SECTION 310.  Persons Deemed Owners................................... 32
     SECTION 311.  Cancellation............................................ 32
     SECTION 312.  Computation of Interest................................. 33
     SECTION 313.  CUSIP Numbers........................................... 33

                                 ARTICLE FOUR
                          SATISFACTION AND DISCHARGE

     SECTION 401.  Satisfaction and Discharge of Indenture................. 33
     SECTION 402.  Application of Trust Money.............................. 34

                                 ARTICLE FIVE
                                   REMEDIES

     SECTION 501.  Events of Default....................................... 35
     SECTION 502.  Acceleration of Maturity; Rescission and Annulment...... 36
     SECTION 503.  Collection of Indebtedness and Suits for Enforcement
                     by Trustee............................................ 37
     SECTION 504.  Trustee May File Proofs of Claim........................ 38
     SECTION 505.  Trustee May Enforce Claims Without Possession of
                     Securities............................................ 39
     SECTION 506.  Application of Money Collected.......................... 39
     SECTION 507.  Limitation on Suits..................................... 39
<PAGE>

                                                                          Page
                                                                          ----

     SECTION 508.  Unconditional Right of Holders to Receive Principal,
                   Premium and Interest.................................... 40
     SECTION 509.  Restoration of Rights and Remedies...................... 40
     SECTION 510.  Rights and Remedies Cumulative.......................... 41
     SECTION 511.  Delay or Omission Not Waiver............................ 41
     SECTION 512.  Control by Holders...................................... 41
     SECTION 513.  Waiver of Past Defaults................................. 41
     SECTION 514.  Undertaking for Costs................................... 42
     SECTION 515.  Waiver of Stay or Extension Laws........................ 42

                                  ARTICLE SIX

                                  THE TRUSTEE

     SECTION 601.  Notice of Defaults...................................... 43
     SECTION 602.  Certain Rights of Trustee............................... 43
     SECTION 603.  Trustee Not Responsible for Recitals or Issuance of
                   Securities.............................................. 45
     SECTION 604.  May Hold Securities..................................... 45
     SECTION 605.  Money Held in Trust..................................... 45
     SECTION 606.  Compensation and Reimbursement.......................... 45
     SECTION 607.  Conflicting Interests................................... 46
     SECTION 608.  Corporate Trustee Required; Eligibility; Conflicting
                   Interests............................................... 46
     SECTION 609.  Resignation and Removal; Appointment of Successor....... 47
     SECTION 610.  Acceptance of Appointment by Successor.................. 48
     SECTION 611.  Merger, Conversion, Consolidation or Succession to
                   Business................................................ 49
     SECTION 612.  Appointment of Authenticating Agent..................... 50
     SECTION 613.  Preferential Collection of Claims Against Company....... 52

                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 701.  Disclosure of Names and Addresses of Holders............ 52
     SECTION 702.  Reports by Trustee...................................... 52
     SECTION 703.  Reports by Company...................................... 52
<PAGE>
                                                                          Page
                                                                          ----

                                 ARTICLE EIGHT

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.... 53
     SECTION 802.  Rights and Duties of Successor Corporation.............. 54
     SECTION 803.  Securities to be Secured in Certain Events.............. 54

                                 ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

     SECTION 901.  Supplemental Indentures Without Consent of Holders...... 55
     SECTION 902.  Supplemental Indentures with Consent of Holders......... 56
     SECTION 903.  Execution of Supplemental Indentures.................... 57
     SECTION 904.  Effect of Supplemental Indentures....................... 57
     SECTION 905.  Conformity with Trust Indenture Act..................... 58
     SECTION 906.  Reference in Securities to Supplemental Indentures...... 58
     SECTION 907.  Notice of Supplemental Indentures....................... 58

                                  ARTICLE TEN

                                   COVENANTS

     SECTION 1001. Payment of Principal, Premium and Interest.............. 58
     SECTION 1002. Maintenance of Office or Agency......................... 58
     SECTION 1003. Money for Security Payments to Be Held in Trust......... 59
     SECTION 1004. Statement as to Compliance.............................. 60
     SECTION 1005. Corporate Existence..................................... 60
     SECTION 1006. Limitations on Liens.................................... 61
     SECTION 1007. Limitation on Sale and Leaseback Transactions........... 62
     SECTION 1008. Additional Amounts...................................... 63
     SECTION 1009. Waiver of Certain Covenants............................. 64

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

     SECTION 1101. Applicability of Article................................ 64
     SECTION 1102. Election to Redeem; Notice to Trustee................... 64
<PAGE>
                                                                          Page
                                                                          ----

     SECTION 1103. Selection by Trustee of Securities to Be Redeemed....... 64
     SECTION 1104. Notice of Redemption.................................... 65
     SECTION 1105. Deposit of Redemption Price............................. 66
     SECTION 1106. Securities Payable on Redemption Date................... 66
     SECTION 1107. Securities Redeemed in Part............................. 66

                                ARTICLE TWELVE

                                 SINKING FUNDS

     SECTION 1201. Applicability of Article................................ 67
     SECTION 1202. Satisfaction of Sinking Fund Payments with Securities... 68
     SECTION 1203. Redemption of Securities for Sinking Fund............... 68

                               ARTICLE THIRTEEN

                        REPAYMENT AT OPTION OF HOLDERS

     SECTION 1301. Applicability of Article................................ 69
     SECTION 1302. Repayment of Securities................................. 69
     SECTION 1303. Exercise of Option...................................... 70
     SECTION 1304. When Securities Presented for Repayment Become Due and
                   Payable................................................. 70
     SECTION 1305. Securities Repaid in Part............................... 71

                               ARTICLE FOURTEEN

                      DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 1401. Company's Option to Effect Defeasance or Covenant
                   Defeasance.............................................. 71
     SECTION 1402. Defeasance and Discharge................................ 71
     SECTION 1403. Covenant Defeasance..................................... 72
     SECTION 1404. Conditions to Defeasance or Covenant Defeasance......... 72
     SECTION 1405. Deposited Money and Government Obligations to Be Held
                   in Trust; Other Miscellaneous Provisions................ 74
     SECTION 1406. Reinstatement........................................... 74

<PAGE>

          INDENTURE, dated as of May 22, 2001, between Atmos Energy Corporation,
a Texas and Virginia corporation (herein called the "Company"), and SunTrust
Bank, a banking corporation with trust powers organized and existing under the
laws of the State of Georgia, trustee (herein called the "Trustee").

                            RECITALS OF THE COMPANY

          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior debt
securities (herein called the "Securities"), to be issued in one or more series
as in this Indenture provided.

          This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, that are required to be part of this Indenture and shall,
to the extent applicable, be governed by such provisions.

          All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, as follows:

                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          SECTION 101.  Definitions. For all purposes of this Indenture, except
          -------------------------
as otherwise expressly provided or unless the context otherwise requires:

          (1)  the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular;

          (2)  all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein, and the terms "cash transaction" and "self-
     liquidating paper", as used in TIA Section 311, shall have the meanings
     assigned to them in the rules of the Commission adopted under the Trust
     Indenture Act;

          (3)  all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles and except as otherwise herein expressly provided, the term
     "generally accepted accounting principles" with respect to any computation
     required or permitted hereunder shall mean such accounting principles as
     are generally accepted in the United States; and
<PAGE>

                                       2



          (4)  the words "herein", "hereof" and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision.

          Certain terms, used principally in Article Three, are defined in that
Article.

          "Act", when used with respect to any Holder, has the meaning specified
in Section 104.

          "Additional Amounts" has the meaning specified in Section 1008.

          "Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.


          "Attributable Debt" means, as to any particular lease under which any
Person is at the time liable for rent, at any date as of which the amount
thereof is to be determined, the total net amount of rent required to be paid by
such Person under such lease during the remaining term thereof (excluding
amounts required to be paid on account of maintenance and repairs, services,
insurance, taxes, assessments, water rates and similar charges and contingent
rents), discounted from the respective due dates thereof at the weighted average
of the rates of interest (or Yield to Maturity, in the case of Original Issue
Discount Securities) borne by the then Outstanding Securities compounded
annually.

          "Authenticating Agent" means any Person appointed by the Trustee to
act on behalf of the Trustee pursuant to Section 612 to authenticate Securities.

          "Authorized Newspaper" means a newspaper, in the English language or
in an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in each place in connection with which the term is
used or in the financial community of each such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day.

          "Authorized Officer", when used with respect to the Trustee, means
any vice-president, assistant vice president, any assistant secretary, any
assistant treasurer, any trust officer or assistant trust officer, the
controller and any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above-
designated officers, in each case who is assigned by the Trustee to administer
corporate trust matters at its Corporate Trust Office, and also means, with
respect to a particular corporate trust
<PAGE>

                                       3

matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

          "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

          "Board of Directors" means the Board of Directors of the Company or
any duly authorized committee of such Board.

          "Board Resolution" means a copy of a resolution certified by the
Corporate Secretary or an Assistant Corporate Secretary of the Company to have
been duly adopted by the Board of Directors and to be in full force and effect
on the date of such certification, and delivered to the Trustee.

          "Book-Entry Security" has the meaning specified in Section 304.

          "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.

          "Capital Stock" means, with respect to any corporation, any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests (however designated) in stock issued by that
corporation.

          "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act or, if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

          "Company" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person. To the extent necessary to comply
with the requirements of the provisions of TIA Sections 310 through 317 as they
are applicable to the Company, the term "Company" shall include any other
obligor with respect to the Securities for the purposes of complying with such
provisions.

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company (i) by its Chairman, Chief Executive Officer,
its President or a Vice President and (ii) by its Treasurer, an Assistant
Treasurer, its Corporate Secretary or an Assistant Corporate Secretary and
delivered to the Trustee; provided, however, that such written request or order
                          --------  -------
may be signed by any two of the officers or directors listed in clause (i) above
in lieu of being signed by one of such officers or directors listed in such
clause (i) and one of the officers listed in clause (ii) above.
<PAGE>

                                       4

          "Consolidated Net Tangible Assets" means the aggregate amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (i) all current liabilities (excluding any portion thereof
constituting Funded Indebtedness) and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as set forth on the most recent consolidated balance sheet of
the Company contained in the latest quarterly or annual report of the Company
filed with the Commission under the Exchange Act and computed in accordance with
generally accepted accounting principles.

          "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office on the date of execution of this Indenture is located
at SunTrust Bank, Corporate Trust Division, 25 Park Place, 24th Floor, Atlanta,
Georgia 30303-2900, Attention: Corporate Trust Department.

          "corporation" includes corporations, associations, partnerships,
limited liability companies, companies and business trusts.

          "covenant defeasance" has the meaning specified in Section 1403
hereof.

          "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar officer under any Bankruptcy Law.

          "Default" means any event that is, or after notice or passage of time
or both would be, an Event of Default.

          "Defaulted Interest" has the meaning specified in Section 308 hereof.

          "defeasance" has the meaning specified in Section 1402 hereof.

          "Definitive Security" has the meaning specified in Section 304 hereof.

          "Depository" has the meaning specified in Section 304.

          "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
Office, or its successor as operator of the Euroclear System.

          "Event of Default" has the meaning specified in Section 501.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Extension Notice" and "Extension Period" shall have the meanings
specified in Section 309.

          "Final Maturity" has the meaning specified in Section 309.
<PAGE>

                                       5

          "Funded Indebtedness" as applied to any Person, means all Indebtedness
of such Person maturing after, or renewable or extendable at the option of such
Person beyond 12 months from the date of determination.

          "generally accepted accounting principles" or "GAAP" means generally
accepted accounting principles in the United States.

          "Global Securities" means one or more Securities evidencing all or
part of the Securities to be issued as Book-Entry Securities, issued to the
Depository in accordance with Section 304 and bearing the legend prescribed in
Section 204.

          "Government Obligations" means securities which are (i) direct
obligations of the United States government or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States government, the payment of which is unconditionally guaranteed by
the United States government, which, in either case, are full faith and credit
obligations of the United States government payable and are not callable or
redeemable at the option of the issuer thereof and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such Government Obligation or a specific payment of interest on or
principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt; provided that (except as required
                                               --------
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest or principal of the Government Obligation evidenced by such depository
receipt.

          "Greeley Indenture" means that certain Indenture of Mortgage and Deed
of Trust, dated as of March 1, 1957, from Greeley Gas Company to U.S. Bank
National Association (formerly The Central Bank and Trust Company), as Trustee,
as amended and supplemented through December 1,1993, the Indenture of Mortgage
and Deed of Trust through the Tenth Supplemental Indenture by the Company to
U.S. Bank National Association (formerly The Central Bank and Trust Company), as
Trustee, as amended, supplemented or otherwise modified from time to time.

          "guarantee" means, as applied to any obligation, (i) a guarantee
(other than by endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, in any manner, of any part or
all of such obligation or (ii) an agreement, direct or indirect, contingent or
otherwise, providing assurance of the payment or performance (or payment of
damages in the event of non-performance) of any part or all of such obligation,
including, without limiting the foregoing, the payment of amounts drawn down by
letters of credit. Notwithstanding anything herein to the contrary, a guarantee
shall not include any agreement solely because such agreement creates a Lien on
the assets of any Person. The amount of a guarantee shall be deemed to be the
maximum amount of the obligation guaranteed for which the guarantor could be
held liable under such guarantee.
<PAGE>

                                       6

          "Holder" means the Person in whose name a Security is registered in
the Security Register.

          "incorporated provision" has the meaning specified in Section 107.

          "Indebtedness" means obligations for money borrowed, evidenced by
notes, bonds, debentures or other similar evidences of indebtedness.

          "Indenture" means this instrument as originally executed (including
all exhibits and schedules hereto) and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, and shall include the terms
of particular series of Securities established as contemplated by Section 301;
provided, however, that, if at any time there is more than one series of
--------  -------
Securities issued under this instrument, "Indenture" shall mean, with respect to
each such series of Securities, this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the provisions hereof applicable to
such series and shall include the terms of such series of Securities established
as contemplated by Section 301, exclusive, however, of any provisions or terms
                                ---------  -------
which do not relate to such series, regardless of when such provisions or terms
were adopted.

          "Indexed Security" means a Security the terms of which provide that
the principal amount thereof payable at Stated Maturity may be more or less than
the principal face amount thereof at original issuance.

          "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity at the rate prescribed in such Original Issue Discount
Security.

          "Interest Payment Date", when used with respect to any series of
Securities, means the Stated Maturity of an installment of interest on such
Securities.

          "Lien" means any lien, mortgage, pledge, encumbrance, charge or
security interest securing Indebtedness; provided, however, that the following
                                         --------  -------
types of transactions will not be considered for purposes of this definition to
result in a Lien: (i) any acquisition by the Company or any Restricted
Subsidiary of any property or assets subject to any reservation or exception
under the terms of which any vendor, lessor or assignor creates, reserves or
excepts or has created, reserved or excepted an interest in oil, gas or any
other mineral in place or the proceeds thereof, (ii) any conveyance or
assignment whereby the Company or any Restricted Subsidiary conveys or assigns
to any Person or Persons an interest in oil, gas or any other mineral in place
or the proceeds thereof, (iii) any Lien upon any property or assets either owned
or leased by the Company or any Restricted Subsidiary or in which the Company or
any Restricted Subsidiary owns an interest that secures for the benefit of the
Person or Persons paying the expenses of developing or conducting operations for
the recovery, storage, transportation or sale of the mineral resources of such
property or assets (or property or assets with which it is unitized) the
<PAGE>

                                       7

payment to such Person or Persons of the Company's or the Restricted
Subsidiary's proportionate part of such development or operating expenses, (iv)
any hedging arrangements entered into in the ordinary course of business,
including any obligation to deliver any mineral, commodity or asset in
connection therewith or (v) any guarantees by the Company of the repayment of
Indebtedness of any Subsidiary or guarantees by the Company or any Subsidiary of
the repayment of Indebtedness of any entity, including, but not limited to,
Indebtedness of Woodward Marketing, L.L.C.

          "mandatory sinking fund payment" shall have the meaning specified in
Section 1201.

          "Maturity", when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided whether at the Stated Maturity, by declaration of acceleration,
notice of redemption, notice of option to elect repayment or otherwise.

          "Non-Recourse Indebtedness" means, at any time, Indebtedness incurred
after the date of the Indenture by the Company or a Restricted Subsidiary in
connection with the acquisition of property or assets by the Company or a
Restricted Subsidiary or the financing of the construction of or improvements on
property, whenever acquired, provided that, under the terms of such Indebtedness
                             --------
and pursuant to applicable law, the recourse at such time and thereafter of the
lenders with respect to such Indebtedness is limited to the property or assets
so acquired, or such construction or improvements, including Indebtedness as to
which a performance or completion guarantee or similar undertaking was initially
applicable to such Indebtedness or the related property or assets if such
guarantee or similar undertaking has been satisfied and is no longer in effect.
Indebtedness which is otherwise Non-Recourse Indebtedness will not lose its
character as Non-Recourse Indebtedness because there is recourse to the
borrower, any guarantor or any other person for (a) environmental
representations, warranties or indemnities, or (b) indemnities for and
liabilities arising from fraud, misrepresentation, misapplication or non-payment
of rents, profits, insurance and condemnation proceeds and other sums actually
received from secured assets to be paid to the lender, waste and mechanics'
liens or similar matters.

          "Note Purchase Agreements" collectively refers to the following Note
Purchase Agreements, as amended, supplemented or otherwise modified from time to
time, which were executed by and between the Company and the following parties
on the dates indicated: (i) John Hancock Mutual Life Insurance Company, dated
December 21, 1987; (ii) Mellon Bank, N.A., Trustee under Master Trust Agreement
of AT&T Corporation, dated January 1, 1984, for Employee Pension Plans - AT&T -
John Hancock - Private Placement, dated December 21, 1987 (Agreement is
identical to Hancock Agreement listed above except as to the parties thereto and
the amounts thereof); (iii) John Hancock Mutual Life Insurance Company, dated
October 11, 1989; (iv) The Variable Annuity Life Insurance Company, dated August
29, 1991; (v) The Variable Annuity Life Insurance Company, dated August 31,
1992; and (vi) New York Life
<PAGE>

                                       8

Insurance Company, New York Life Insurance and Annuity Corporation, The Variable
Annuity Life Insurance Company, American General Life Insurance Company and
Merit Life Insurance Company, dated November 14, 1994.

          "Officers' Certificate" means a certificate signed by (i) the
Chairman, Chief Executive Officer, the President, a Vice President or the
Treasurer of the Company and (ii) the Corporate Secretary or an Assistant
Corporate Secretary of the Company and delivered to the Trustee; provided,
                                                                 --------
however, that such certificate may be signed by two of the officers or directors
-------
listed in clause (i) above in lieu of being signed by one of such officers or
directors listed in such clause (i) and one of the officers listed in clause
(ii) above.

          "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee. Each such
opinion shall include the statements provided for in TIA Section 314(e) to the
extent applicable.

          "Option to Elect Repayment" shall have the meaning specified in
Section 1303.

          "Optional Reset Date" shall have the meaning specified in Section 308.

          "optional sinking fund payment" shall have the meaning specified in
Section 1201.

          "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

          "Original Stated Maturity" shall have the meaning specified in Section
309.

          "Outstanding" when used with respect to Securities means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

          (i)  Securities theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation;

          (ii) Securities, or portions thereof, for whose payment, purchase,
     redemption or repayment at the option of the Holder money in the necessary
     amount has been theretofore deposited with the Trustee or any Paying Agent
     (other than the Company) in trust or set aside and segregated in trust by
     the Company (if the Company shall act as its own Paying Agent) for the
     Holders of such Securities; provided that, if such Securities are to be
                                 --------
     redeemed, notice of such redemption has been duly given pursuant to this
     Indenture or provision therefor satisfactory to the Trustee has been made;
<PAGE>

                                       9

          (iii)  Securities, except to the extent provided in Sections 1402 and
     1403, with respect to which the Company has effected defeasance and/or
     covenant defeasance as provided in Article Fourteen; and

          (iv)   Securities paid pursuant to Section 307 or Securities in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

provided, however, that, in determining whether the Holders of the requisite
--------  -------
principal amount of Outstanding Securities have given any request, demand,
direction, consent or waiver hereunder, and for the purpose of making the
calculations required by TIA Section 316, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, (ii) the principal amount of any Indexed Security that
may be counted in making such determination or calculation and that shall be
deemed outstanding for such purpose shall be equal to the principal face amount
of such Indexed Security at original issuance, unless otherwise provided with
respect to such Security pursuant to Section 301, and (iii) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which an
Authorized Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor.

          "Participants" has the meaning specified in Section 304.

          "Paying Agent" means any Person (including the Company acting as
Paying Agent) authorized by the Company to pay the principal of (or premium, if
any) or interest, if any, on any Securities on behalf of the Company.

          "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

          "Place of Payment" means, when used with respect to the Securities of
or within any series, the place or places where the principal of (and premium,
if any) and interest, if any, on such Securities are payable as specified as
contemplated by Sections 301 and 1002.
<PAGE>

                                       10

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 307 in exchange for a mutilated
Security or in lieu of a destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

          "Principal Property" means any natural gas distribution property or
propane property located in the United States, except any such property that in
the opinion of the Board of Directors of the Company is not of material
importance to the total business conducted by the Company and its consolidated
Subsidiaries.

          "Redemption Date", when used with respect to any Security to be
redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture.

          "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

          "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of or within any series means the date specified for that
purpose as contemplated by Section 301.

          "Repayment Date" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment pursuant
to this Indenture.

          "Repayment Price" means, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be repaid
pursuant to this Indenture.

          "Reset Notice" shall have the meaning specified in Section 308.

          "Restricted Securities" has the meaning specified in Section 1006.

          "Restricted Subsidiary" means any Subsidiary the amount of
Consolidated Net Tangible Assets of which constitutes more than 5% of the
aggregate amount of Consolidated Net Tangible Assets of the Company and its
Subsidiaries.

          "Sale and Leaseback Transaction" means any arrangement with any Person
pursuant to which the Company or any Restricted Subsidiary leases any Principal
Property that has been or is to be sold or transferred by the Company or the
Restricted Subsidiary to such Person, other than (i) a lease for a term,
including renewals at the option of the lessee, of not more than three years or
classified as an operating lease under generally accepted accounting principles,
(ii) leases between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries and (iii) leases of a Principal Property executed by the
time of, or within 12 months after the latest of, the acquisition, the
completion of construction or improvement, or the commencement of commercial
operation, of the Principal Property.
<PAGE>

                                       11


          "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture; provided, however, that if at any time there is more than
                      --------  -------
one series of Securities, "Securities" with respect to the Indenture for such
series shall mean the Securities authenticated and delivered under such
Indenture for such series, exclusive, however, of the Securities of any series
                           ---------  -------
authenticated and delivered under any other Indenture.

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 306.

          "Special Record Date" means a date fixed by the Trustee for the
payment of any Defaulted Interest pursuant to Section 308.

          "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security representing such installment of principal or interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 309.

          "Subsequent Interest Period" shall have the meaning specified in
Section 308.

          "Subsidiary" of the Company means (i) a corporation, a majority of
whose Capital Stock with voting power, under ordinary circumstances, to elect
directors is owned, directly or indirectly, at the date of determination, by the
Company, by one or more Subsidiaries or by the Company and one or more
Subsidiaries or (ii) any other Person (other than a corporation) in which at the
date of determination the Company, one or more Subsidiaries or the Company and
one or more Subsidiaries, directly or indirectly, has at least a majority
ownership and power to direct the policies, management and affairs thereof.

          "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as amended, and as in force at the date as of which this Indenture was executed,
except as provided in Section 905.

          "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder;
provided, however, that if at any time there is more than one such Person,
--------  -------
"Trustee" as used with respect to the Securities of any series shall mean only
the Trustee with respect to Securities of that series.

          "Trustee Payments" shall have the meaning specified in Section 610.

          "United Cities Indenture" means that certain Indenture of Mortgage,
dated as of July 15, 1959, from United Cities Gas Company to U.S. Bank Trust
National Association
<PAGE>

                                       12

(formerly First Trust of Illinois, National Association), and M.J. Kruger, as
Trustees, as amended supplemented or otherwise modified from time to time, the
Indenture of Mortgage through the Twenty-Second Supplemental Indenture by the
Company to U.S. Bank Trust National Association (formerly First Trust National
Association) and Russell C. Bergman, as Trustees, as amended, supplemented or
otherwise modified from time to time.

          "United States" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

          "United States person" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source.

          "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

          "Yield to Maturity" means the yield to maturity, computed at the time
of issuance of a Security (or, if applicable, at the most recent redetermination
of interest on such Security) and as set forth in such Security in accordance
with generally accepted United States bond yield computation principles.


          SECTION 102.  Compliance Certificates and Opinions.
          --------------------------------------------------

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture (including any covenant compliance with
which constitutes a condition precedent) relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

          Every certificate or opinion (other than the certificates required by
Section 1004) with respect to compliance with a covenant or condition provided
for in this Indenture shall include:

          (1)  a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;
<PAGE>

                                       13

          (2)  a brief statement as to the nature and scope of the examination
     or investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (3)  a statement that, in the opinion of each such individual, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

          (4)  a statement as to whether, in the opinion of each such
     individual, such covenant or condition has been complied with.

          SECTION 103.  Form of Documents Delivered to Trustee.
          ----------------------------------------------------

          In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

          Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

          Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
<PAGE>

                                       14


          SECTION 104.  Acts of Holders.
          -----------------------------

          (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of the Outstanding Securities of any series may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by agents duly appointed in writing. Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to TIA Section 315) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

          (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient.

          (c)  The ownership of Securities shall be proved by the Security
Register.

          (d)  If the Company shall solicit from the Holders of Securities any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a Board Resolution, fix in
advance a record date for the determination of such Holders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other
Act, but the Company shall have no obligation to do so. Notwithstanding TIA
Section 316(c), any such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not more than 30 days
prior to the first solicitation of Holders generally in connection therewith and
no later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Securities then Outstanding have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the Securities then Outstanding shall be
computed as of such record date; provided that no such request, demand,
                                 --------
authorization, direction, notice, consent, waiver or other Act by the Holders on
such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the
record date.

          (e)  Any request, demand, authorization, direction, notice, consent,
waiver or other Act by the Holder of any Security shall bind every future Holder
of the same Security or the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, suffered or omitted to be done by the Trustee, any
<PAGE>

                                       15

Paying Agent or the Company in reliance thereon, whether or not notation of such
action is made upon such Security.

          SECTION 105.  Notices, etc. to Trustee and Company.
          --------------------------------------------------

          Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

          (1)  the Trustee by any Holder, an agent of any bank or the Company
     shall be sufficient for every purpose hereunder if made, given, furnished
     or delivered, in writing, to or with the Trustee at its Corporate Trust
     Office, Attention: Corporate Trust Department; or

          (2)  the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     made, given, furnished or delivered, in writing, to the Company, addressed
     to it c/o 1800 Three Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240,
     Attention: Treasurer, or at any other address previously furnished in
     writing to the Trustee by the Company.

          SECTION 106.  Notice to Holders; Waiver.
          ---------------------------------------

          Where this Indenture provides for notice of any event to Holders of
Securities by the Company or the Trustee, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders of Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders of Securities. Any notice mailed to a Holder in the
aforesaid manner shall be conclusively deemed to have been received by such
Holder, whether or not such Holder actually receives such notice.

          In case, by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause, it shall be impractical to mail
notice of any event to Holders of Securities when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Trustee shall be deemed to be
sufficient giving of such notice for every purpose hereunder.

          Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.
<PAGE>

                                       16

          Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

          SECTION 107.  Conflict of Any Provision of Indenture with Trust
          ---------------------------------------------------------------
Indenture Act.
-------------

          If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by TIA Sections 310 to 318,
inclusive, or conflicts with any provision (an "incorporated provision")
required by or deemed to be included in this Indenture by operation of such TIA
Sections, such imposed duties or incorporated provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or excluded, as the case may
be.

          SECTION 108.  Effect of Headings and Table of Contents.
          ------------------------------------------------------

          The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

          SECTION 109.  Successors and Assigns.
          ------------------------------------

          All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

          SECTION 110.  Separability Clause.
          ---------------------------------

          In case any provision in this Indenture or in any Security shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

          SECTION 111.  Benefits of Indenture.
          -----------------------------------

          Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto, any Authenticating
Agent, any Paying Agent, any Securities Registrar and their successors hereunder
and the Holders of Securities, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

          SECTION 112.  Governing Law.
          ---------------------------

          This Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York, without regard to
conflicts of laws principles that would apply any other law. This Indenture is
subject to the provisions of the Trust Indenture
<PAGE>

                                       17

Act that are required to be part of this Indenture and shall, to the extent
applicable, be governed by such provisions.

          SECTION 113.  Legal Holidays.
          ----------------------------

          In any case where any Interest Payment Date, Redemption Date, sinking
fund payment date or Stated Maturity or Maturity of any Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of any Security other than a provision in the Securities of
any series which specifically states that such provision shall apply in lieu of
this Section), payment of principal (or premium, if any) or interest, if any,
need not be made at such Place of Payment on such date, but may be made on the
next succeeding Business Day at such Place of Payment with the same force and
effect as if made on the Interest Payment Date or Redemption Date or sinking
fund payment date, or at the Stated Maturity or Maturity; provided that no
                                                          --------
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be, to such succeeding Business Day.

          SECTION 114.  No Recourse Against Others.
          ----------------------------------------

          A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Holder by accepting any of
the Securities waives and releases all such liability.


                                  ARTICLE TWO

                                SECURITY FORMS


          SECTION 201.  Forms Generally.
          -----------------------------

          The Securities shall be in substantially the forms as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities. If the forms of Securities of any series are
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Corporate Secretary
or an Assistant Corporate Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 303 for
the authentication and delivery of such Securities. Any portion of the text of
any Security may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Security.
<PAGE>

                                       18

          The Trustee's certificate of authentication on all Securities shall be
in substantially the form set forth in this Article.

          The definitive Securities shall be printed, lithographed or engraved
on steel-engraved borders or may be produced in any other manner, all as
determined by the officers of the Company executing such Securities, as
evidenced by their execution of such Securities.

          SECTION 202.  Form of Trustee's Certificate of Authentication.
          -------------------------------------------------------------

          Subject to Section 612, the Trustee's certificate of authentication
shall be in substantially the following form:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          Dated:  ____________________

          This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                        SUNTRUST BANK, as Trustee

                                        By ______________________
                                           Authorized Officer


          SECTION 203.  Securities Issuable in Global Form.
          ------------------------------------------------

          When Securities of or within a series are issued in global form, as
specified as contemplated by Section 301, then, any such Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities of such series from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities of such series represented
thereby may from time to time be increased or decreased to reflect exchanges.
Any endorsement of a Security in global form to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be specified therein or in the Company Order
to be delivered to the Trustee pursuant to Section 303 or Section 305. Subject
to the provisions of Section 303 and, if applicable, Section 305, the Trustee
shall deliver and redeliver any Security in permanent global form in the manner
and upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or Section
305 has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a Security in global
form shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.
<PAGE>

                                       19

          The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

          Notwithstanding the provisions of Section 308, unless otherwise
specified as contemplated by Section 301, payment of principal of (and premium,
if any) and interest, if any, on any Security in permanent global form shall be
made to the Person or Persons specified therein.

          Notwithstanding the provisions of Section 310 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent Global Security the Holder of
such permanent Global Security.

          SECTION 204.  Form of Legend for Book-Entry Securities.
          ------------------------------------------------------

          Any Global Security authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a Restricted Security) in substantially the following form:

          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.


                                 ARTICLE THREE

                                THE SECURITIES

          SECTION 301.  Amount Unlimited; Issuable in Series.
          --------------------------------------------------

          The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

<PAGE>

                                       20

          The Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and, subject to Section 303, set forth in, or
determined in the manner provided in, an Officers' Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1) and (2) below), if so
provided, may be determined from time to time by the Company with respect to
unissued Securities of the series and set forth in such Securities of the series
when issued from time to time):

          (1)  The title of the Securities of the series (which shall
     distinguish the Securities of the series from all other series of
     Securities);

          (2)  The aggregate principal amount of the Securities of the series,
     the percentage of their principal amount at which the Securities of the
     series shall be issued and the date or dates on which the principal of the
     Securities of the series shall be payable or the method by which such date
     or dates shall be determined or extended;

          (3)  The rate or rates (which may be fixed or variable) at which the
     Securities of the series shall bear interest, if any, and, if variable, the
     method by which such rate or rates shall be determined;

          (4)  The date or dates from which any interest shall accrue or the
     method by which such date or dates will be determined, the date or dates on
     which any interest will be payable (including the Regular Record Dates for
     such Interest Payment Dates) and the basis on which any interest will be
     calculated if other than on the basis of a 360-day year of twelve 30-day
     months;

          (5)  The place or places, if any, other than or in addition to New
     York City, where the principal of (and premium, if any, on) and interest,
     if any, on the Securities of the series will be payable, where any
     Securities may be surrendered for registration of transfer, where the
     Securities of the series may be surrendered for exchange and where notices
     or demands to or upon the Company in respect of the Securities of the
     series may be served;

          (6)  The period or periods within which, the price or prices at which,
     and the other terms and conditions upon which, the Securities of the series
     may be redeemed, in whole or in part, at the option of the Company, if the
     Company is to have that option;

          (7)  The obligation, if any, of the Company to redeem, purchase or
     repay the Securities of the series, in whole or in part, pursuant to any
     sinking fund or analogous provision or at the option of a holder thereof,
     and the period or periods within which, the price or prices at which, and
     the other terms and conditions upon which, the Securities of the series
     will be so redeemed, purchased or repaid;
<PAGE>

                                       21

          (8)  Whether the amount of payments of principal of (and premium, if
     any, on) and interest, if any, on the Securities of the series may be
     determined with reference to an index, formula or other method (which
     index, formula or method may, without limitation, be based on one or more
     commodities, equity indices or other indices) and the manner in which such
     amounts shall be determined;

          (9)  Any deletions from, modifications of or additions to the Events
     of Default or covenants of the Company with respect to the Securities of
     the series (which Events of Default or covenants may not be consistent with
     the Events of Default or covenants set forth in the general provisions of
     this Indenture);

          (10) If other than the entire principal amount thereof, the portion of
     the principal amount of the Securities of the series that shall be payable
     upon declaration of acceleration of the Maturity thereof pursuant to
     Section 502 or the method by which such portion shall be determined;

          (11) Any provisions in modification of, in addition to or in lieu of
     any provisions of Article Fourteen of this Indenture relating to defeasance
     and covenant defeasance that shall be applicable to the Securities of the
     series;

          (12) Any provisions granting special rights to the Holders of the
     Securities of the series upon the occurrence of such events as may be
     specified;

          (13) If other than the Trustee, the designation of any Paying Agent or
     Security Registrar for the Securities of the series, and the designation of
     any transfer or other agents or depositories for the Securities of the
     series;

          (14) Whether the Securities of the series shall be issuable initially
     in temporary global form, whether any of the Securities of the series is to
     be issuable in permanent global form and, if so, whether beneficial owners
     of interests in any Global Security may exchange such interests for
     Definitive Securities of like tenor of any authorized form and denomination
     and the circumstances under which any such exchanges may occur, if other
     than in the manner provided in the Indenture, and, if the Securities are to
     be issuable as a Global Security, the identity of the depository for the
     Securities of the series;

          (15) The person to whom any interest on any Security shall be payable,
     if other than the person in whose name the Securities of the series (or one
     or more Predecessor Securities) is registered at the close of business on
     the Regular Record Date for such interest, or the manner in which any
     interest payable on a temporary Security issued in global form shall be
     paid (if other than as described in Section 304);

          (16) The denomination or denominations in which the Securities of the
     series shall be issuable, if other than $1,000 or any integral multiple
     thereof;
<PAGE>

                                       22

          (17) Whether and under what circumstances the Company shall pay
     Additional Amounts, as contemplated by Section 1008 of this Indenture, on
     the Securities of the series to any Holder who is not a United States
     person (including any modification of the definition of such term as
     contained in this Indenture) in respect of any tax, assessment or
     governmental charge and, if so, whether the Company shall have the option
     to redeem the Securities of the series rather than pay such Additional
     Amounts (and the terms of any such option); and

          (18) Any other terms, conditions, rights and preferences (or
     limitations on such rights and preferences) of the Securities of the series
     which may not be consistent with the other provisions of this Indenture.

          All Securities of any one series shall be substantially identical
except as may otherwise be provided in or pursuant to such Board Resolution
(subject to Section 303) and set forth in such Officers' Certificate or in any
such indenture supplemental hereto. Not all Securities of any one series need be
issued at the same time, and, unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series.

          If any of the terms of the series are established by action taken
pursuant to one or more Board Resolutions, such Board Resolutions shall be
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

          SECTION 302.  Denominations.
          ---------------------------

          The Securities of each series shall be issuable in such denominations
as shall be specified as contemplated by Section 301. In the absence of any such
provisions, the Securities of such series, other than Securities issued in
global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof.

          SECTION 303.  Execution, Authentication, Delivery and Dating.
          ------------------------------------------------------------

          The Securities shall be executed on behalf of the Company by any one
of the following: its Chairman, its Chief Executive Officer, its President or
one of its Vice Presidents, and attested by one of its Vice Presidents, its
Corporate Secretary or one of its Assistant Corporate Secretaries. The signature
of any of these officers on the Securities may be manual or facsimile.

          Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, executed by
the Company to the
<PAGE>

                                       23

Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with such Company
Order shall authenticate and make available for delivery such Securities. If not
all the Securities of any series are to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and determining terms of particular Securities of
such series such as interest rate, stated maturity, date of issuance and date
from which interest shall accrue.

          In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to TIA Sections 315(a)
through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel
stating:

          (1)  that the form or forms of such Securities have been established
     in conformity with the provisions of this Indenture;

          (2)  that the terms of such Securities have been established in
     conformity with the provisions of this Indenture;

          (3)  that such Securities, when completed by appropriate insertions
     and executed and delivered by the Company to the Trustee for authentication
     in accordance with this Indenture, authenticated and made available for
     delivery by the Trustee in accordance with this Indenture and issued by the
     Company in the manner and subject to any conditions specified in such
     Opinion of Counsel, will constitute the legal, valid and binding
     obligations of the Company, enforceable in accordance with their terms,
     subject to applicable bankruptcy, insolvency, reorganization and other
     similar laws of general applicability relating to or affecting the
     enforcement of creditors' rights, to general equitable principles and to
     such other qualifications as such counsel shall conclude do not materially
     affect the rights of Holders of such Securities;

          (4)  that all laws and requirements in respect of the execution and
     delivery by the Company of such Securities, and of the supplemental
     indentures, if any, have been complied with and that authentication and
     delivery of such Securities and the execution and delivery of the
     supplemental indenture, if any, by the Trustee will not violate the terms
     of the Indenture;

          (5)  that the Company has the corporate power to issue such
     Securities, and all necessary corporate action with respect to such
     issuance has been taken ; and

          (6)  that the issuance of such Securities will not contravene the
     articles of incorporation or bylaws of the Company or result in any
     violation of any of the terms or provisions of any law or regulation or of
     any indenture, mortgage or other agreement known to such Counsel by which
     the Company is bound.
<PAGE>

                                       24

          Notwithstanding the provisions of Section 301 and of the preceding two
paragraphs, if not all the Securities of any series are to be issued at one
time, so long as the terms and provisions of such Securities are substantially
identical to the other Securities of such series, it shall not be necessary to
deliver the Officers' Certificate otherwise required pursuant to Section 301 or
the Company Order and Opinion of Counsel otherwise required pursuant to the
preceding two paragraphs prior to or at the time of issuance of each Security,
but such documents shall be delivered prior to or at the time of issuance of the
first Security of such series.

          The Trustee shall not be required to authenticate and make available
for delivery any such Securities if the issuance of such Securities pursuant to
this Indenture will affect the Trustee's own rights, duties, immunities,
protections, privileges, indemnities and benefits under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.

          Each Security shall be dated the date of its authentication.

          No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 311 together
with a written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

          SECTION 304.  Book-Entry Securities.
          -----------------------------------

          (a)  The Securities of a series may be issuable in whole or in part in
the form of one or more Global Securities ("Book-Entry Securities") deposited
with, or on behalf of, a Depository (the "Depository"). In the case of Book-
Entry Securities, one or more Global Securities will be issued in a denomination
or aggregate denomination equal to the portion of the aggregate principal amount
of Outstanding Securities of the series to be represented by such Global
Security or Global Securities. The additional provisions set forth in this
Section 304 shall apply to Book-Entry Securities.

          (b)  Book-Entry Securities will be deposited with, or on behalf of,
the Depository, and registered in the name of the Depository's nominee, for
credit to the respective accounts of institutions that have accounts with the
Depository or its nominee ("Participants"); provided that Book-Entry Securities
                                            --------
purchased by Persons outside the United States may be
<PAGE>

                                       25

credited to or through accounts maintained at the Depository by or on behalf of
Euroclear or Clearstream International. The accounts to be credited will be
designated by the underwriters or agents of such Securities or, if such
Securities are offered and sold directly by the Company, by the Company.
Ownership of beneficial interests in Book-Entry Securities will be limited to
Persons that may hold interests through Participants.

          Participants shall have no rights under this Indenture or any
indenture supplemental hereto with respect to any Book-Entry Security held on
their behalf by the Depository, or the Trustee as its custodian, and the
Depository may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of the Book-Entry Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture or
any such supplemental indenture shall prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depository or
impair, as between a Depository and its Participants, the operation of customary
practices governing the exercise of the rights of a Holder of any Security.

          (c)  Transfers of Book-Entry Securities shall be limited to transfers
in whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in Book-Entry Securities may be
transferred or exchanged for Securities in fully registered, certificated form
("Definitive Securities") only if (i) the Depository notifies the Trustee in
writing that the Depository is no longer willing or able to continue as
Depository and a qualified successor Depository is not appointed by the Company
within 60 days following such notice, (ii) the Company, at any time and in its
sole discretion, determines not to have any Securities of one or more series
represented by Global Securities or (iii) after the occurrence of an Event of
Default with respect to such Securities, a holder of Securities notifies the
Trustee in writing that it wishes to receive a Definitive Security and provides
to the Trustee evidence reasonably satisfactory to the Trustee of its ownership
interest in such Securities. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery of
Definitive Securities equal in principal amount to such beneficial interest and
registered in its name.

          (d)  In connection with any transfer or exchange of a portion of the
beneficial interest in any Book-Entry Security to beneficial owners pursuant to
paragraph (c) above, the Security Registrar shall reflect on its books and
records the date and a decrease in the principal amount of the Book-Entry
Security in an amount equal to the principal amount of the beneficial interest
in the Book-Entry Security to be transferred, and the Company shall execute, and
the Trustee shall authenticate and deliver, one or more Definitive Securities of
like tenor and principal amount of authorized denominations.

          (e)  In connection with the transfer of Book-Entry Securities as an
entirety to beneficial owners pursuant to paragraph (c) above, the Book-Entry
Securities shall be deemed to be surrendered to the Trustee for cancellation and
the Company shall execute, and the Trustee
<PAGE>

                                       26

shall authenticate and deliver, to each beneficial owner identified by the
Depository in exchange for its beneficial interest in the Book-Entry Securities,
an equal aggregate principal amount of Definitive Securities of like tenor of
authorized denominations.

          (f)  The Holder of any Book-Entry Security may grant proxies and
otherwise authorize any Person, including Participants and Persons that may hold
interests through Participants, to take any action which a Holder is entitled to
take under this Indenture or the Securities.

          SECTION 305.  Temporary Securities.
          ----------------------------------

          Pending the preparation of Definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are typewritten, printed, lithographed,
engraved or otherwise produced by any combination of these methods, in any
authorized denomination, substantially of the tenor of the Definitive Securities
in lieu of which they are issued, in registered form and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such
Securities. Such temporary Securities may be in global form.

          If temporary Securities of any series are issued, the Company will
cause Definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of Definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for Definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of Definitive Securities of the same series of authorized denominations.
Until so exchanged the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as Definitive Securities
of such series.

          Until exchanged in full as hereinabove provided, the temporary
Securities of any series, including temporary Global Securities (whether or not
issued as Book-Entry Securities as provided in Section 304), shall in all
respects be entitled to the same benefits under this Indenture as Definitive
Securities of the same series and of like tenor authenticated and delivered
hereunder.

          SECTION 306.  Registration, Registration of Transfer and Exchange.
          -----------------------------------------------------------------

          The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register for each series of Securities (the registers maintained
in such office of the Trustee and in any other office or agency designated
pursuant to Section 1002 being herein sometimes referred to as the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
<PAGE>

                                       27

the Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby initially appointed "Security Registrar" for
the purpose of registering Securities and transfers of Securities as herein
provided.

          Except as otherwise described in this Article Three, upon surrender
for registration of transfer of any Security of any series at the office or
agency of the Security Registrar in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, in each case, of any authorized denominations and of a like
aggregate principal amount.

          At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
a like aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
make available for delivery, the Securities which the Holder making the exchange
is entitled to receive.

          All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

          Every Security presented or surrendered for registration of transfer
or for exchange shall (if so required by the Company or the Security Registrar)
be duly endorsed, or be accompanied by a written instrument of transfer, in form
satisfactory to the Company and the Security Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to pay all documentary, stamp, similar issue or transfer taxes or other
governmental charges that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section
305, 906, 1107 or 1305 not involving any transfer.

          Neither the Company nor the Security Registrar shall be required (i)
to issue, register the transfer of or exchange Securities of any series during a
period beginning at the opening of business 15 days before the day of the
selection for redemption of Securities of that series under Section 1103 or 1203
and ending at the close of business on the day of the mailing of the relevant
notice of redemption, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part, or (iii) to issue, register the
transfer of or exchange any Security which has been surrendered for repayment at
the option of the Holder, except the portion, if any, of such Security not to be
so repaid.
<PAGE>

                                       28

          SECTION 307.  Mutilated, Destroyed, Lost and Stolen Securities.
          --------------------------------------------------------------

          If any mutilated Security is surrendered to the Trustee together with,
in proper cases, such security or indemnity as may be required by the Company or
the Trustee to save each of them and any agent of either of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding, or, in case any
such mutilated Security has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security, pay such
Security.

          If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or an Authorized Officer of the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon Company
Order the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

          Notwithstanding the provisions of the previous two paragraphs, in case
any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.

          Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to pay all documentary, stamp or
similar issue or transfer taxes or other governmental charges that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.

          Every new Security of any series, if any, issued pursuant to this
Section in lieu of any mutilated, destroyed, lost or stolen Security shall
constitute an original additional contractual obligation of the Company, whether
or not the mutilated, destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series duly issued hereunder.

          The provisions of this Section 307 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

          SECTION 308. Payment of Interest; Interest Rights Preserved; Optional
          ---------------------------------------------------------------------
Interest Reset.
--------------

          (a)  Unless otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest, if any, on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name
<PAGE>

                                       29

such Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest at the office or agency
of the Company maintained for such purpose pursuant to Section 1002; provided,
                                                                     --------
however, that each installment of interest, if any, on any Security may at the
-------
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 310,
to the address of such Person as it appears on the Security Register or (ii)
with the consent of the Trustee (if the Trustee is then serving as Paying Agent)
wire transfer to an account located in the United States maintained by the
payee.

          Any interest on any Security of any series which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such defaulted interest and, if
applicable, interest on such defaulted interest (to the extent lawful) at the
rate specified in the Securities of such series (such defaulted interest and, if
applicable, interest thereon herein collectively called "Defaulted Interest")
may be paid by the Company, at its election in each case, as provided in
Subsection (1) or (2) below:

          (1)  The Company may elect to make payment of any Defaulted Interest
     to the Persons in whose names the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Security of such series and the date of the proposed payment, and
     at the same time the Company shall deposit with the Trustee an amount of
     money (except as otherwise specified pursuant to Section 301 for the
     Securities of such series) equal to the aggregate amount proposed to be
     paid in respect of such Defaulted Interest or shall make arrangements
     satisfactory to the Trustee for such deposit on or prior to the date of the
     proposed payment, such money when deposited to be held in trust for the
     benefit of the Persons entitled to such Defaulted Interest as in this
     Subsection provided. Thereupon the Trustee shall fix a Special Record Date
     for the payment of such Defaulted Interest which shall be not more than 15
     days and not less than 10 days prior to the date of the proposed payment
     and not less than 10 days after the receipt by the Trustee of the notice of
     the proposed payment. The Trustee shall promptly notify the Company of such
     Special Record Date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be given in the manner provided in
     Section 106, not less than 10 days prior to such Special Record Date.
     Notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor having been so given, such Defaulted Interest shall be
     paid to the Persons in whose name the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on such Special Record Date and shall no longer be payable pursuant to the
     following Subsection (2).
<PAGE>

                                       30

          (2)  The Company may make payment of any Defaulted Interest on the
     Securities of any series in any other lawful manner not inconsistent with
     the requirements of any securities exchange on which such Securities may be
     listed, and upon such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustee of the proposed payment pursuant
     to this clause, such manner of payment shall be deemed practicable by the
     Trustee.

          (b)  The provisions of this Section 308(b) may be made applicable to
any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).
The interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) on any Security of such series may be reset by the
Company on the date or dates specified on the face of such Security (each an
"Optional Reset Date"). The Company may exercise such option with respect to
such Security by notifying the Trustee of such exercise at least 50 but not more
than 60 days prior to an Optional Reset Date for such Security, which notice
shall contain such information as may be required by the Trustee to transmit the
Reset Notice (as hereinafter defined). Not later than 40 days prior to each
Optional Reset Date, the Trustee shall transmit, in the manner provided for in
Section 106, to the Holder of any such Security a notice (the "Reset Notice")
indicating whether the Company has elected to reset the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if
applicable), and if so (i) such new interest rate (or such new spread or spread
multiplier, if applicable) and (ii) the provisions, if any, for redemption
during the period from such Optional Reset Date to the next Optional Reset Date
or if there is no such next Optional Reset Date, to the Stated Maturity of such
Security (each such period a "Subsequent Interest Period"), including the date
or dates on which or the period or periods during which and the price or prices
at which such redemption may occur during the Subsequent Interest Period.

          Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable) provided for in the Reset Notice and establish an interest rate (or
a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 106, notice of such higher interest rate (or such higher spread or
spread multiplier, if applicable) to the Holder of such Security; and such
notice shall be irrevocable. All Securities with respect to which the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) is reset on an Optional Reset Date, and with respect to which the
Holders of such Securities have not tendered such Securities for repayment (or
have validly revoked any such tender) pursuant to the next succeeding paragraph,
will bear such higher interest rate (or such higher spread or spread multiplier,
if applicable).

          The Holder of any such Security will have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain
<PAGE>

                                       31

repayment on an Optional Reset Date, the Holder must follow the procedures set
forth in Article Thirteen for repayment at the option of Holders except that the
period for delivery or notification to the Trustee shall be at least 25 but not
more than 35 days prior to such Optional Reset Date and except that, if the
Holder has tendered any Security for repayment pursuant to the Reset Notice, the
Holder may, by written notice to the Trustee, revoke such tender or repayment
until the close of business on the tenth day (or if such day is not a Business
Day, on the immediately succeeding Business Day) before such Optional Reset
Date.

          Subject to the foregoing provisions of this Section and Section 306,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

          SECTION 309.  Optional Extension of Stated Maturity.
          ---------------------------------------------------

          The provisions of this Section 309 may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications, additions
or substitutions as may be specified pursuant to such Section 301). The Stated
Maturity of any Security of such series may be extended at the option of the
Company for the period or periods specified on the face of such Security (each
an "Extension Period") up to but not beyond the date (the "Final Maturity") set
forth on the face of such Security. The Company may exercise such option with
respect to any Security by notifying the Trustee of such exercise at least 50
but not more than 60 days prior to the Stated Maturity of such Security in
effect prior to the exercise of such option (the "Original Stated Maturity"). If
the Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 106, to the Holder of such Security not later than 40
days prior to the Original Stated Maturity a notice (the "Extension Notice")
indicating (i) the election of the Company to extend the Stated Maturity, (ii)
the new Stated Maturity, (iii) the interest rate, if any, applicable to the
Extension Period and (iv) the provisions, if any, for redemption during such
Extension Period. Upon the Trustee's transmittal of the Extension Notice, the
Stated Maturity of such Security shall be extended automatically and, except as
modified by the Extension Notice and as described in the next paragraph, such
Security will have the same terms as prior to the transmittal of such Extension
Notice.

          Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate to the Holder of such Security; and such notice shall be
irrevocable. All Securities with respect to which the Stated Maturity is
extended will bear such higher interest rate.

          If the Company extends the Maturity of any Security, the Holder will
have the option to elect repayment of such Security by the Company on the
Original Stated Maturity at a price equal to the principal amount thereof, plus
interest accrued to such date. In order to obtain repayment on the Original
Stated Maturity once the Company has extended the Maturity of such
<PAGE>

                                       32

Security, the Holder must follow the procedures set forth in Article Thirteen
for repayment at the option of Holders, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Original Stated Maturity and except that, if the Holder has tendered any
Security for repayment pursuant to an Extension Notice, the Holder may by
written notice to the Trustee revoke such tender for repayment until the close
of business on the tenth day (or if such day is not a Business Day, on the
immediately succeeding Business Day) before the Original Stated Maturity.

          SECTION 310.  Persons Deemed Owners.
          -----------------------------------

          Prior to due presentment of a 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 such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Sections 306 and 308) interest, if any, on such Security
and for all other purposes whatsoever, whether or not such Security be overdue,
and none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

          None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of (i) the
records relating to or payments made on account of any Participants or any
beneficial ownership interests of a Security in global form, (ii) maintaining,
supervising or reviewing any records maintained by any Depository or Participant
or any other Person relating to such beneficial ownership interests, (iii) the
delivery or timeliness of delivery of any notice to any beneficial owner of
Securities which is required or permitted under the terms of this Indenture or
such Securities, (iv) the selection of the beneficial owners to receive payments
in the event of a partial redemption or repayment, or (v) any consent given or
other action taken by the Depository or other Holder of a Security, as the
registered holder thereof.

          Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any Depository, as a Holder, with respect to
such Global Security or impair, as between such Depository and owners of
beneficial interests in such Global Security, the operation of customary
practices governing the exercise of the rights of such Depository (or its
nominee) as Holder of such Global Security.

          SECTION 311.  Cancellation.
          --------------------------

          All Securities surrendered for payment, redemption, repayment at the
option of the Holder, registration of transfer or exchange or for credit against
any current or future sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee. All Securities so delivered
to the Trustee shall be promptly cancelled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously
<PAGE>

                                       33

authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. If the
Company shall so acquire any of the Securities, however, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by
such Securities unless and until the same are surrendered to the Trustee for
cancellation. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee shall
be disposed of by the Trustee in accordance with its customary procedures,
unless by Company Order the Company shall direct that cancelled Securities be
returned to it.

          SECTION 312.  Computation of Interest.
          -------------------------------------

          Interest, if any, on the Securities of each series shall be computed
on the basis of a 360-day year of twelve 30-day months.

          SECTION 313.  CUSIP Numbers.
          ---------------------------

          The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use) in addition to serial numbers, and, if so, the Trustee shall
use such "CUSIP" numbers in addition to serial numbers in notices of repurchase
as a convenience to Holders; provided that any such notice may state that no
                             --------
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a repurchase and that
reliance may be placed only on the serial or other identification numbers
printed on the Securities, and any such repurchase shall not be affected by any
defect in or omission of such "CUSIP" numbers. The Company will promptly notify
the Trustee of any change in the "CUSIP" numbers.


                                 ARTICLE FOUR

                          SATISFACTION AND DISCHARGE


          SECTION 401.  Satisfaction and Discharge of Indenture.
          -----------------------------------------------------

          This Indenture shall, upon Company Request, cease to be of further
effect with respect to any series of Securities specified in such Company
Request (except as to any surviving rights of registration of transfer or
exchange of Securities of such series expressly provided for herein or pursuant
hereto) and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series when

          (1)  either
<PAGE>

                                       34

               (A)  all Securities of such series theretofore authenticated and
          delivered have been delivered to the Trustee for cancellation; or

               (B)  all Securities of such series not theretofore delivered to
          the Trustee for cancellation

                    (i)    have become due and payable, or

                    (ii)   will become due and payable at their Stated Maturity
               within one year, or

                    (iii)  if redeemable at the option of the Company, are to be
               called for redemption within one year under arrangements
               satisfactory to the Trustee for the giving of notice of
               redemption by the Trustee in the name, and at the expense, of the
               Company,

          and the Company, in the case of (i), (ii) or (iii) above, has
          irrevocably deposited or caused to be deposited with the Trustee as
          trust funds in trust for such purpose an amount sufficient to pay and
          discharge the entire indebtedness on such Securities not theretofore
          delivered to the Trustee for cancellation, for principal (and premium,
          if any) and interest, if any, to the date of such deposit (in the case
          of Securities which have become due and payable) or to the Stated
          Maturity or Redemption Date, as the case may be;

          (2)  the Company has paid or caused to be paid all other sums payable
     hereunder by the Company with respect to such series; and

          (3)  the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of this
     Indenture as to such series have been complied with.

          Notwithstanding the satisfaction and discharge of this Indenture as to
such series, the obligations of the Company to the Trustee under Section 606,
the obligations of the Trustee to any Authenticating Agent under Section 612
and, if money shall have been deposited with the Trustee pursuant to subclause
(B) of Subsection (1) of this Section, the obligations of the Trustee under
Section 402 and the last paragraph of Section 1003 shall survive.

          SECTION 402.  Application of Trust Money.
          ----------------------------------------

          Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as
<PAGE>

                                       35

the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest, if any, for whose payment such money has
been deposited with the Trustee.


                                 ARTICLE FIVE

                                   REMEDIES


          SECTION 501.  Events of Default.
          -------------------------------

          "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events:

          (1)  default in the payment of any installment of interest upon any
     Security of such series when it becomes due and payable, continued for 30
     days; or

          (2)  default in the payment of the principal of (or premium, if any,
     on) any Security of such series at its Maturity; or

          (3)  default in the deposit of any sinking fund payment, when and as
     due by the terms of the Securities of such series and Article Twelve; or

          (4)  failure on the part of the Company to observe or perform any
     other covenant or agreement contained in this Indenture (other than a
     covenant or agreement included in this Indenture solely for the benefit of
     less than all series of Securities or a covenant the default in the
     performance of which would be covered by clause (7) below) for 60 days
     after written notice of such failure, requiring the Company to remedy the
     same, has been given to the Company by the Trustee or to the Company and
     the Trustee by the Holders of at least 25% in aggregate principal amount of
     outstanding Securities of such series; or

          (5)  default under any indenture or instrument under which the Company
     or any Restricted Subsidiary has at the time outstanding indebtedness for
     borrowed money or guarantees thereof in any individual instance in excess
     of $25,000,000 and, if not already matured in accordance with its terms,
     such indebtedness has been accelerated and such acceleration is not
     rescinded or annulled within 15 days after notice thereof has been given to
     the Company by the Trustee or to the Company and the Trustee by the Holders
     of at least 25% in aggregate principal amount of Outstanding Securities of
     such series; provided that, if, prior to the entry of judgment in favor of
                  --------
     the Trustee for payment of the Securities of such series, the default under
     such indenture or instrument has been remedied or cured by the Company or
     such Restricted Subsidiary, or waived by the holders of such indebtedness,
     then the Event of Default under this Indenture will be deemed likewise to
     have been remedied, cured or waived; or
<PAGE>

                                       36

          (6)  the entry of a decree or order by court having jurisdiction in
     the premises adjudging the Company a bankrupt or insolvent, or approving as
     properly filed a petition seeking reorganization, arrangement, adjustment
     or composition of or in respect of the Company under the Bankruptcy Law or
     any other applicable federal or state law, or appointing a receiver,
     liquidator, assignee, trustee, sequestrator (or other similar official) of
     the Company or of any substantial part of the property of the Company, or
     ordering the winding up or liquidation of the affairs of the Company, and
     the continuance of any such decree or order unstayed and in effect for a
     period of 90 consecutive days; or

          (7)  the institution by the Company of proceedings to be adjudicated a
     bankrupt or insolvent, or the consent by the Company to the institution of
     bankruptcy or insolvency proceedings against it, or the filing by the
     Company of a petition or answer or consent seeking reorganization or relief
     under the Bankruptcy Law or any other applicable federal or state law, or
     the consent by the Company to the filing of any such petition or to the
     appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
     other similar official) of the Company or of any substantial part of the
     property of the Company of an assignment for the benefit of creditors, or
     the admission by the Company in writing of its inability to pay its debts
     generally as they become due; or

          (8)  any other Event of Default provided for the benefit of Securities
     of such series.

          SECTION 502.  Acceleration of Maturity; Rescission and Annulment.
          ----------------------------------------------------------------

          If any Event of Default described in Section 501 with respect to
Securities of any series at the time Outstanding occurs and is continuing, then
in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal
amount (or, if the Securities of that series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal amount as may be
specified in the terms of that series) of all of the Securities of that series
and all accrued interest thereon to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified portion thereof) shall
become immediately due and payable.

          At any time after such a declaration of acceleration with respect to
securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company, and the
Trustee, may rescind and annul such declaration and its consequences if:

          (a)  the Company has paid or deposited with the Trustee a sum
sufficient to pay;
<PAGE>

                                       37

               (1)  all overdue interest, if any, on all Outstanding Securities
          of that series,

               (2)  all unpaid principal of (and premium, if any, on) any
          Outstanding Securities of that series which has become due otherwise
          than by such declaration of acceleration, and interest on such unpaid
          principal (and premium, if any) at the rate or rates prescribed
          therefor in such Securities,

               (3)  interest upon such overdue interest at the rate or rates
          prescribed therefor in such Securities, and

               (4)  all sums paid or advanced by the Trustee for such series
          hereunder and reasonable compensation, expenses, disbursements and
          advances of such Trustee, its agents and counsel;

          (b)  all Events of Default with respect to Securities of that series,
     other than the non-payment of principal of (or premium, if any, on) or
     interest, if any, on Securities of that series which have become due solely
     by such declaration of acceleration, have been cured or waived as provided
     in Section 513.

          No such rescission shall affect any subsequent default or impair any
right consequent thereon.

          SECTION 503.  Collection of Indebtedness and Suits for Enforcement by
          ---------------------------------------------------------------------
Trustee.
-------

          The Company covenants that if:

          (1)  default is made in the payment of any interest on any Security
     when such interest becomes due and payable and such default continues for a
     period of 30 days, or

          (2)  default is made in the payment of the principal of (or premium,
     if any, on) any Security at the Maturity thereof,

then the Company will, upon demand of the Trustee, pay to it for the benefit of
the Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, if any, and
interest on any overdue principal (and premium, if any) and on any overdue
interest, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

          If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name as trustee of an express trust, may institute a
judicial proceeding for the
<PAGE>

                                       38

collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Company or any
other obligor upon such Securities and collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or
any other obligor upon such Securities, wherever situated.

          If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series
under this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce such rights.

          SECTION 504.  Trustee May File Proofs of Claim.
          ----------------------------------------------

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal, premium, if any, or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

          (i)  to file and prove a claim for the whole amount of principal (and
     premium, if any), or such portion of the principal amount of any series of
     Original Issue Discount Securities or Indexed Securities as may be
     specified in the terms of such series, and interest, if any, owing and
     unpaid in respect of the Securities and to file such other papers or
     documents as may be necessary or advisable in order to have the claims of
     the Trustee (including any claim for the reasonable compensation, expenses,
     disbursements and advances of the Trustee, its agents and counsel) and of
     the Holders allowed in such judicial proceeding, and

          (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 606.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any proposal,
plan of reorganization, arrangement, adjustment or composition or other similar
arrangement affecting the Securities or
<PAGE>

                                       39

the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

          SECTION 505.  Trustee May Enforce Claims Without Possession of
          --------------------------------------------------------------
Securities.
----------

          All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
and as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

          SECTION 506.  Application of Money Collected.
          --------------------------------------------

          Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, if any, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

          First:  To the payment of all amounts due the Trustee under Section
          -----
     606;

          Second:  To the payment of the amounts then due and unpaid for
          ------
     principal of (and premium, if any) and interest, if any, on the Securities
     in respect of which or for the benefit of which such money has been
     collected, ratably, without preference or priority of any kind, according
     to the amounts due and payable on such Securities for principal (and
     premium, if any) and interest, if any, respectively; and

          Third:  The balance, if any, to the Company.
          -----

          SECTION 507.  Limitation on Suits.
          ---------------------------------

          No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

          (1)  such Holder has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Securities of that
     series;

          (2)  the Holders of not less than 25% in principal amount of the
     Outstanding Securities of that series shall have made written request to
     the Trustee to institute proceedings in respect of an Event of Default
     described in Section 501 in its own name as Trustee hereunder;
<PAGE>

                                       40

          (3)  such Holder or Holders have offered to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;

          (4)  the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and

          (5)  no direction inconsistent with such written request has been
     given to the Trustee during such 60-day period by the Holders of a majority
     or more in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Securities of the same series, in respect of any Event of Default
described in Section 501, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all Holders of Securities of the same series, in respect of such
Event of Default.

          SECTION 508.  Unconditional Right of Holders to Receive Principal,
          ------------------------------------------------------------------
Premium and Interest.
--------------------

          Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 308) interest, if any, on, such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

          SECTION 509.  Restoration of Rights and Remedies.
          ------------------------------------------------

          If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.
<PAGE>

                                       41


          SECTION 510.  Rights and Remedies Cumulative.
          --------------------------------------------

          Except as otherwise provided in Section 307, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

          SECTION 511.  Delay or Omission Not Waiver.
          ------------------------------------------

          No delay or omission of the Trustee or of any Holder of any Security
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

          SECTION 512.  Control by Holders.
          --------------------------------

          With respect to the Securities of any series, the Holders of not less
than a majority in principal amount of the Outstanding Securities of such series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, related to or arising under Section 501,
provided that in each case
--------

          (1)  such direction shall not be in conflict with any rule of law or
     with this Indenture or expose the Trustee to personal liability, and

          (2)  subject to the provisions of the TIA Section 315, the Trustee may
     take any other action deemed proper by the Trustee which is not
     inconsistent with such direction.

          SECTION 513.  Waiver of Past Defaults.
          -------------------------------------

          Subject to Section 502, the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all the Securities of such series waive any past Default or Event
of Default in Section 501 in respect of such series and its consequences, except
a Default or Event of Default,

          (1)  in respect of the payment of the principal of (or premium, if
     any) or interest, if any, on any Security of such series, or
<PAGE>

                                       42

          (2)  in respect of a covenant or provision of such series which under
     Article Nine cannot be modified or amended without the consent of the
     Holder of each Outstanding Security of such series affected.

          Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereon.

          SECTION 514.  Undertaking for Costs.
          -----------------------------------

          All parties to this Indenture agree, and each Holder of Securities of
any series by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium, if any) or
interest on Securities of any series on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date); provided that neither this Section 514 nor the Trust
                            --------
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company.

          SECTION 515.  Waiver of Stay or Extension Laws.
          ----------------------------------------------

          The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.
<PAGE>

                                       43


                                  ARTICLE SIX

                                  THE TRUSTEE


          SECTION 601.  Notice of Defaults.
          --------------------------------

          Within 90 days after the occurrence of any Default hereunder with
respect to the Securities of any series of which the Trustee is deemed to have
knowledge pursuant to Section 602, the Trustee shall transmit by mail to all
Holders, as their names and addresses appear in the Security Register, notice of
such Default hereunder, unless such Default shall have been cured or waived;
provided, however, that, except in the case of a Default in the payment of the
--------  -------
principal of (or premium, if any) or interest, if any, on any Security of such
series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the Board of Directors, the executive committee or a
trust committee of directors and/or Authorized Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders of Securities of such series; and provided further that in the case of
                                          -------- -------
any Default or breach of the character specified in Section 501(4) with respect
to Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof.

          SECTION 602.  Certain Rights of Trustee.
          ---------------------------------------

          Subject to the provisions of TIA Sections 315(a) through 315(d):

          (1)  the Trustee may conclusively rely and shall be protected in
     acting or refraining from acting upon any resolution, certificate,
     statement, instrument, opinion, report, notice, request, direction,
     consent, order, bond, debenture, note, other evidence of indebtedness or
     other paper or document believed by it to be genuine and to have been
     signed or presented by the proper party or parties;

          (2)  any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order and any
     resolution of the Board of Directors may be sufficiently evidenced by a
     Board Resolution;

          (3)  whenever in the administration of this Indenture the Trustee
     shall deem it desirable that a matter be proved or established prior to
     taking, suffering or omitting any action hereunder, the Trustee (unless
     other evidence be herein specifically prescribed) may, in the absence of
     bad faith on its part, rely upon an Officers' Certificate;

          (4)  the Trustee may consult with counsel of its selection and the
     advice of such counsel or any Opinion of Counsel shall be full and complete
     authorization and protection in respect of any action taken, suffered or
     omitted by it hereunder in good faith and in reliance thereon;
<PAGE>

                                       44

          (5)  the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request or direction
     of any of the Holders of Securities of any series pursuant to this
     Indenture, unless such Holders shall have offered to the Trustee reasonable
     security or indemnity against the costs, expenses and liabilities which
     might be incurred by it in compliance with such request or direction;

          (6)  the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and premises of the
     Company, personally or by agent or attorney;

          (7)  the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder;

          (8)  no provision of this Indenture shall require the Trustee to
     expend or risk its own funds or otherwise incur any financial liability in
     the performance of any of its duties hereunder, or in the exercise of any
     of its rights or powers if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it;

          (9)  the Trustee shall not be liable for any error of judgment made in
     good faith by an Authorized Officer, unless it shall be proved that the
     Trustee was negligent in ascertaining the pertinent facts;

          (10) The Trustee is not required to take notice or deemed to have
     notice of any Default or Event of Default hereunder, unless an Authorized
     Officer of the Trustee has received notice in writing of such Default or
     Event of Default from the Company or from the Holders of at least 25% in
     aggregate principal amount of the Outstanding Securities of the series so
     affected, and in absence of any such notice, the Trustee may conclusively
     assume that no Default or Event of Default exists;

          (11) The Trustee is not required to give any bond or surety with
     respect to the performance of its duties or the exercise of its powers
     under this Indenture;

          (12) The Trustee's immunities and protections from liability and its
     rights to compensation and indemnification in connection with the
     performance of its duties under this Indenture shall extend to the
     Trustee's officers, directors, agents and employees. Such immunities and
     protections and right to indemnification, together with the Trustees
<PAGE>

                                       45

     right to compensation, shall survive the Trustee's resignation or removal
     and final payment of the Securities; and

          (13) The Trustee shall have no responsibility for any information in
     any offering memorandum or other disclosure material distributed with
     respect to any series of Securities, and the Trustee shall have no
     responsibility for compliance with any state or federal securities laws in
     connection with the Securities, other than the filing of any documents
     required to be filed by an indenture trustee pursuant to the Trust
     Indenture Act.

          SECTION 603.  Trustee Not Responsible for Recitals or Issuance of
          -----------------------------------------------------------------
Securities.
----------

          The recitals contained herein and in the Securities, except for the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Company of Securities
or the proceeds thereof, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements to be made by it
in a Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.

          SECTION 604.  May Hold Securities.
          ---------------------------------

          The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or of the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Securities and,
subject to TIA Sections 310(b) and 311, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

          SECTION 605.  Money Held in Trust.
          ---------------------------------

          Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.

          SECTION 606.  Compensation and Reimbursement.
          --------------------------------------------

          The Company agrees:

          (1)  to pay to the Trustee from time to time such compensation as
     shall be agreed to in writing between the Company and the Trustee for all
     services rendered by it
<PAGE>

                                       46

     hereunder (which compensation shall not be limited by any provision of law
     in regard to the compensation of a trustee of an express trust);

          (2)  except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or willful
     misconduct; and

          (3)  to indemnify each of Trustee or any predecessor Trustee for, and
     to hold it harmless against, any and all loss, damage, claim, liability or
     expense including taxes (other than taxes based on the income of the
     Trustee) incurred without negligence or bad faith on its part, arising out
     of or in connection with the acceptance or administration of this trust,
     including the costs and expenses of defending itself against any claim or
     liability in connection with any action taken, suffered or omitted by the
     Trustee hereunder.

          As security for the performance of the obligations of the Company
under this Section 606, the Trustee shall have a lien prior to the Securities
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of principal of (or premium, if any) or
interest, if any, on particular Securities.

          The provisions of this Section shall survive the termination of this
Indenture.

          SECTION 607.  Conflicting Interests.
          -----------------------------------

          The Trustee shall comply with the provisions of Section 310(b) of the
Trust Indenture Act.

          SECTION 608.  Corporate Trustee Required; Eligibility; Conflicting
          ------------------------------------------------------------------
Interests.
---------

          There shall at all times be a Trustee hereunder qualified or to be
qualified under TIA Section 310(a)(1) and which, to the extent there is such an
institution eligible and willing to serve, shall have a combined capital and
surplus of at least $50,000,000. If such Trustee publishes or files reports of
condition at least annually, pursuant to law or to the requirements of federal,
state, territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section 608, the combined capital and surplus of
the Trustee shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published or filed. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 608, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.
<PAGE>

                                       47


          SECTION 609.  Resignation and Removal; Appointment of Successor.
          ---------------------------------------------------------------

          (a)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 610.

          (b)  The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 610 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may, at the expense of the Company,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

          (c)  The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of not less than a majority in
principal amount of the Outstanding Securities of such series, delivered to the
Trustee and the Company. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of removal, the removed Trustee may, at the expense of the Company,
petition a court of competent jurisdiction for the appointment of a successor
Trustee.

          (d)  If at any time:

          (1)  the Trustee shall fail to comply with the provisions of TIA
     Section 310(b) after written request therefor by the Company or by any
     Holder who has been a bona fide Holder of a Security for at least six
     months, or

          (2)  the Trustee shall cease to be eligible under Section 608 and
     shall fail to resign after written request therefor by the Company or by
     any Holder who has been a bona fide Holder of a Security for at least six
     months, or

          (3)  the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Securities, or (ii) subject to TIA Section 514, the
Holder of any Security who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor Trustee or
Trustees.

          (e)  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one
<PAGE>

                                       48

or more series, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Securities of any
particular series). If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with Section 610, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

          (f)  The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
to the Holders of Securities of such series in the manner provided for in
Section 106. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.

          SECTION 610.  Acceptance of Appointment by Successor.
          ----------------------------------------------------

          (a)  Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; provided, however, that the
                                                   --------  -------
retiring Trustee shall continue to be entitled to the benefit of Section 606;
but, on the request of the Company or the successor Trustee and after payment of
all amounts due and payable to such retiring Trustee pursuant to Section 606
(collectively, the "Trustee Payments"), such retiring Trustee shall, upon
payment of any additional charges therefor, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

          (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series and after receipt
by the retiring Trustee of the Trustee Payments, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
<PAGE>

                                       49

provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee and after receipt by the retiring Trustee
of all Trustee Payments, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

          (c)  Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred to
in paragraph (a) or (b) of this Section, as the case may be.

          (d)  No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

          SECTION 611.  Merger, Conversion, Consolidation or Succession to
          ----------------------------------------------------------------
Business.
--------

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
--------
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities. In
case any of the Securities shall not have been authenticated by such predecessor
Trustee, any
<PAGE>

                                       50

successor Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor Trustee. In all such cases
such certificates shall have the full force and effect which this Indenture
provides for the certificate of authentication of the Trustee; provided,
                                                               --------
however, that the right to adopt the certificate of authentication of any
-------
predecessor Trustee or to authenticate Securities in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

          SECTION 612.  Appointment of Authenticating Agent.
          -------------------------------------------------

          At any time when any of the Securities remain Outstanding, the Trustee
may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series and the Trustee shall give written notice
of such appointment to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, in the manner provided for in
Section 106. Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Any such appointment shall be evidenced
by an instrument in writing signed by an Authorized Officer of the Trustee, and
a copy of such instrument shall be promptly furnished to the Company. Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be reasonably acceptable to the Company and shall at
all times be a corporation organized and doing business under the laws of the
United States of America, any state thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority. If such corporation publishes or
files reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published or filed. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect specified
in this Section.

          Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
                      --------
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.
<PAGE>

                                       51

          An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give written notice of
such appointment to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, in the manner provided for in
Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

          The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

          If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

          Dated:  ____________________


          This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.


                                        SUNTRUST BANK,
                                             as Trustee

                                        By _______________________
                                           as Authenticating Agent

                                        By _______________________
                                           Authorized Officer
<PAGE>

                                       52

          SECTION 613.  Preferential Collection of Claims Against Company.
          ---------------------------------------------------------------

          If and when the Trustee shall be or become a creditor of the Company
(or any other obligor under the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).


                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


          SECTION 701.  Disclosure of Names and Addresses of Holders.
          ----------------------------------------------------------

          Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that none of the Company or the Trustee or any
agent of either of them shall be held accountable by reason of the disclosure of
any information as to the names and addresses of the Holders in accordance with
TIA Section 312, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under TIA Section 312.

          SECTION 702.  Reports by Trustee.
          --------------------------------

          Within 60 days after April 1 of each year commencing with the first
April 1 after the first issuance of Securities pursuant to this Indenture, the
Trustee shall transmit to the Holders of Securities, in the manner and to the
extent provided in TIA Section 313(c), a brief report dated as of such April 1
if required by TIA Section 313(a).

          SECTION 703.  Reports by Company.
          --------------------------------

          The Company shall:

          (1)  file with the Trustee, within 30 days after the Company is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Company may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the Exchange
     Act; or, if the Company is not required to file information, documents or
     reports pursuant to either of such Sections, then it shall file with the
     Trustee and the Commission, in accordance with rules and regulations
     prescribed from time to time by the Commission, such of the supplementary
     and periodic information, documents and reports which may be required
     pursuant to Section 13 of the Exchange Act in respect of a security listed
     and registered on a national securities exchange as may be prescribed from
     time to time in such rules and regulations;
<PAGE>

                                       53

          (2)  file with the Trustee and the Commission, in accordance with
     rules and regulations prescribed from time to time by the Commission, such
     additional information, documents and reports with respect to compliance by
     the Company with the conditions and covenants of this Indenture as may be
     required from time to time by such rules and regulations; and

          (3)  transmit by mail to all Holders, as their names and addresses
     appear in the Security Register, within 30 days after the filing thereof
     with the Trustee, in the manner and to the extent provided in TIA Section
     313(c), such summaries of any information, documents and reports required
     to be filed by the Company pursuant to Subsections (1) and (2) of this
     Section as may be required by rules and regulations prescribed from time to
     time by the Commission.


                                 ARTICLE EIGHT

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


          SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.
          ------------------------------------------------------------------

          The Company shall not consolidate with or merge into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
assets to, any Person, unless:

          (1)  Immediately after giving effect to such transaction, no Event of
     Default (or event that with notice or lapse of time, or both, would become
     an Event of Default) shall have happened and be continuing;

          (2)  The corporation or other entity formed by such consolidation or
     into which the Company is merged, or the Person to which such properties
     and assets will have been conveyed, transferred or leased, assumes the
     Company's obligation as to the due and punctual payment of the principal of
     (and premium, if any, on) and interest, if any, on all the Securities and
     the performance and observance of every covenant to be performed by the
     Company under this Indenture, and will be organized under the laws of the
     United States, one of the states thereof or the District of Columbia; and

          (3)  The Company has delivered to the Trustee an Officers' Certificate
     and Opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer or lease and such supplemental indenture comply with
     this Article and that all conditions precedent herein provided for relating
     to such transaction have been complied with.

          This Section shall only apply to a merger or consolidation in which
the Company is not the surviving entity and to conveyances, leases and transfers
by the Company as transferor or lessor.
<PAGE>

                                       54

          SECTION 802.  Rights and Duties of Successor Corporation.
          --------------------------------------------------------

          In case of any such consolidation, merger, conveyance or transfer to
which Section 801 applies and upon any such assumption by the successor
corporation or Person, such successor corporation or Person shall succeed to and
be substituted for the Company with the same effect as if it had been named
herein as the Company and the predecessor corporation shall be relieved of any
further obligation under this Indenture. Such successor corporation or Person
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation or Person, instead of
the Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication, and any Securities which such
successor corporation or Person thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Securities so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof. As used in this Section, "successor corporation or Person"
means the entity formed by such consolidation or into which the Company is
merged, or the Person which acquires by conveyance, transfer or lease the
properties and assets of the Company substantially as an entirety, as the case
may be, in each case as provided in Section 801.

          SECTION 803.  Securities to be Secured in Certain Events.
          --------------------------------------------------------

          If, upon any such consolidation of the Company with, or merger of the
Company into, any other entity, or upon any conveyance, transfer or lease of the
property of the Company substantially as the entirety to any other Person, any
Principal Property of the Company or any Restricted Securities owned immediately
prior thereto, would become or be subject to any Lien, then unless such Lien
could be created pursuant to Section 1006 without equally and ratably securing
the Securities, the Company prior to or simultaneously with such transaction
will, as to such Principal Property or Restricted Securities, secure the
Securities Outstanding hereunder (together with, if the Company shall so
determine, any other Indebtedness of the Company now existing or hereafter
created which is not subordinate to the Securities) equally and ratably with (or
prior to) the Indebtedness which upon such event is to become secured as to such
Principal Property or Restricted Securities by such Lien, or will cause such
Securities to be so secured; provided that for the purpose of providing such
                             --------
equal and ratable security the principal amount of Original Issue Discount
Securities and Indexed Securities shall mean that amount which, at the time of
making such provision of such equal and ratable security, would be due and
payable pursuant to Section 502 and the terms of such Original Issue Discount
Securities and Indexed Securities upon a declaration of acceleration of the
Maturity thereof, and the extent of such equal and ratable security shall be
adjusted, to the extent permitted by law, as and when said amount
<PAGE>

                                       55

changes over time pursuant to the terms of such Original Issue Discount
Securities and Indexed Securities.

                                 ARTICLE NINE

                            SUPPLEMENTAL INDENTURES


          SECTION 901.  Supplemental Indentures Without Consent of Holders.
          ----------------------------------------------------------------

          Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

          (1)  to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants of the Company herein
     and in the Securities; or

          (2)  to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (and if such covenants are to be
     for the benefit of less than all series of Securities, stating that such
     covenants are being included solely for the benefit of such series) or to
     surrender any right or power herein or in the Securities conferred upon the
     Company; or

          (3)  to add any additional Events of Default (and if such Events of
     Default are to be for the benefit of less than all series of Securities,
     stating that such Events of Default are being included solely for the
     benefit of such series); or

          (4)  to change or eliminate any of the provisions of this Indenture;
     provided that any such change or elimination shall become effective only
     --------
     when there is no Security Outstanding of any series created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision; or

          (5)  to secure the Securities pursuant to the requirements of Section
     803 or 1006 or otherwise; or

          (6)  to establish the form or terms of Securities of any series as
     permitted by Sections 201 and 301; or

          (7)  to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or
<PAGE>

                                       56

     facilitate the administration of the trusts hereunder by more than one
     Trustee, pursuant to the requirements of Section 610(b); or

          (8)  to close this Indenture with respect to the authentication and
     delivery of additional series of Securities; or

          (9)  to cure any ambiguity, to correct or supplement any provision
     herein which may be defective or inconsistent with any other provision
     herein, or to make any other provisions with respect to matters or
     questions arising under this Indenture; provided that such action shall not
                                             --------
     adversely affect the interests of the Holders of Securities of any series
     in any material respect; or

          (10) to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Securities pursuant to Sections 401, 1402 and
     1403; provided that any such action shall not adversely affect the
           --------
     interests of the Holders of Securities of such series or any other series
     of Securities in any material respect; or

          (11) to make any other change that does not adversely affect the
     rights of any Holder.

          SECTION 902.  Supplemental Indentures with Consent of Holders.
          -------------------------------------------------------------

          With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities of the series affected by such
supplemental indenture, by Act of such Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into one or more indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture applicable to such series or of modifying in any manner the
rights of the Holders of Securities of such series under this Indenture;
provided, however, that no such supplemental indenture amendment or waiver
--------  -------
shall, without the consent of the Holder of each Outstanding Security of such
series affected thereby:

          (1)  change the Stated Maturity of the principal of (or premium, if
     any) or any installment of interest on any Security, or reduce the
     principal amount thereof (or premium, if any) or the rate of interest, if
     any, thereon, or change any obligation of the Company to pay Additional
     Amounts as contemplated by Section 1008 (except as contemplated by Section
     801(2) and permitted by Section 901(1)), or reduce the amount of the
     principal of an Indexed Security or an Original Issue Discount Security
     that would be due and payable upon a declaration of acceleration of the
     Maturity thereof pursuant to Section 502 or the amount thereof provable in
     bankruptcy pursuant to Section 504, or adversely affect any right of
     repayment at the option of any Holder of any Security, or change any Place
     of Payment where, any Security or any premium or interest thereon is
     payable, or impair the right to institute suit for the enforcement of any
     such payment on or
<PAGE>

                                       57

     after the Stated Maturity thereof (or, in the case of redemption or
     repayment at the option of the Holder, on or after the Redemption Date or
     Repayment Date, as the case may be), or adversely affect any right to
     convert or exchange any Security as may be provided pursuant to Section 301
     herein, or

          (2)  reduce the percentage in principal amount of the Outstanding
     Securities of such series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in this
     Indenture, or

          (3)  modify any of the provisions of this Section 902, Section 513 or
     Section 1009, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby.

          A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture as applicable to a particular series of
Securities, or which modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of Securities of any other
series.

          It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

          SECTION 903.  Execution of Supplemental Indentures.
          --------------------------------------------------

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 602 hereof) shall be fully protected in relying upon an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties, protections, privileges, indemnitees, benefits or
immunities under this Indenture or otherwise.

          SECTION 904.  Effect of Supplemental Indentures.
          -----------------------------------------------

          Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.
<PAGE>

                                       58


          SECTION 905.  Conformity with Trust Indenture Act.
          -------------------------------------------------

          Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

          SECTION 906.  Reference in Securities to Supplemental Indentures.
          ----------------------------------------------------------------

          Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

          SECTION 907.  Notice of Supplemental Indentures.
          -----------------------------------------------

          Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 902, the Company
shall give notice thereof to the Holders of each Outstanding Security affected,
in the manner provided for in Section 106, setting forth in general terms the
substance of such supplemental indenture.


                                  ARTICLE TEN

                                   COVENANTS


          SECTION 1001.  Payment of Principal, Premium and Interest.
          ---------------------------------------------------------

          The Company covenants and agrees, as to each series of Securities,
that it will duly and punctually pay the principal of (and premium, if any, on)
and interest, if any, on the Securities of such series in accordance with the
terms of such Securities and this Indenture.

          SECTION 1002.  Maintenance of Office or Agency.
          ----------------------------------------------

          The Company will maintain, as to each series of Securities, in each
Place of Payment for each series of Securities an office or agency where
Securities of such series may be presented or surrendered for payment, where
Securities of such series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of such series and this Indenture may be served.

          The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address
<PAGE>

                                       59

thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee.

          The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
                   --------  -------
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes.  The Company shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.  Unless otherwise specified with
respect to any Securities pursuant to Section 301 with respect to a series of
Securities, the Company hereby designates as Places of Payment for each series
of Securities the office or agency of the Trustee in the Borough of Manhattan,
the City of New York, and initially appoints the Trustee at its Corporate Trust
Office in Atlanta, Georgia and at the office of its agent in the Borough of
Manhattan, the City of New York as Paying Agent in each such city as its agent
to receive all such presentations, surrenders, notices and demands.

          SECTION 1003.  Money for Security Payments to Be Held in Trust.
          --------------------------------------------------------------

          If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it shall, before each due date of the
principal of (and premium, if any, on) and interest, if any, on any of the
Securities of such series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum (except as otherwise specified pursuant to
Section 301 for the Securities of such series) sufficient to pay the principal
of (and premium, if any, on) and interest, if any, on Securities of such Series
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

          Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to or on each due date of the principal of
(and premium, if any, on) and interest, if any, on any Securities of such
series, deposit with the Paying Agent, a sum sufficient to pay the principal
(and premium, if any, on) or interest so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) will promptly notify the
Trustee of its action or failure so to act.

          The Company shall cause each Paying Agent (other than the Trustee) for
any series of Securities to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

          (1)  hold all sums held by it for the payment of the principal of (and
     premium, if any, on) and interest, if any, on Securities of such series in
     trust for the benefit of the
<PAGE>

                                       60

     Persons entitled thereto until such sums shall be paid to such Persons or
     otherwise disposed of as herein provided;

          (2)  give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities of such series) in the making of any
     payment of principal (and premium, if any, on) and interest, if any, on the
     Securities of such series; and

          (3)  at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.

          The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
sums.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any, on) and interest, if any, on any Security of any series and remaining
unclaimed for two years after such principal (and premium, if any, on) or
interest has become due and payable, shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
                                                          --------  -------
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

          SECTION 1004.  Statement as to Compliance.
          -----------------------------------------

          The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company, commencing with its fiscal year ending
after the date hereof, a brief certificate from its principal executive officer,
principal financial officer or principal accounting officer as to his or her
knowledge of the compliance by the Company with all conditions and covenants
under this Indenture. For purposes of this Section 1004, such compliance shall
be determined without regard to any period of grace or requirement of notice
under this Indenture.

          SECTION 1005.  Corporate Existence.
          ----------------------------------
<PAGE>

                                       61

          Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its respective
corporate existence, rights (charter and statutory) and franchises and the
respective corporate existence, rights (charter and statutory) and franchises of
its Subsidiaries; provided, however, that the Company shall not be required to
                  --------  -------
preserve any such existence, right or franchise if the Company shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of it and its Subsidiaries as a whole and not disadvantageous in any
material respect to the Holders.

          SECTION 1006.  Limitations on Liens.
          -----------------------------------

          The Company covenants and agrees that it will not, and will not permit
any Restricted Subsidiary to, create, incur, issue or assume any Indebtedness
secured by any Lien on any Principal Property, or on shares of stock or
Indebtedness of any Restricted Subsidiary ("Restricted Securities"), without
making effective provision for the Outstanding Securities to be secured by the
Lien equally and ratably with, or prior to, any and all Indebtedness or
obligations secured or to be secured thereby for so long as such Indebtedness or
obligations are so secured, except that the foregoing restriction shall not
apply to:

          (1)  Any Lien existing on the date of the first issuance of Securities
     under this Indenture, including, but not limited to, Liens on property or
     after-acquired property of the Company or its Subsidiaries under the United
     Cities Indenture or the Greeley Indenture, or such other date as may be
     specified in any supplemental indenture for any subsequent issuance of
     Securities under this Indenture.

          (2)  Any Lien on any Principal Property or Restricted Securities of
     any Person existing at the time such Person is merged or consolidated with
     or into the Company or a Restricted Subsidiary, or becomes a Restricted
     Subsidiary, or arising thereafter otherwise than in connection with the
     borrowing of money arranged thereafter and pursuant to contractual
     commitments entered into prior to and not in contemplation of such Person's
     becoming a Restricted Subsidiary.

          (3)  Any Lien on any Principal Property existing at the time of
     acquisition of such Principal Property by the Company or a Restricted
     Subsidiary, whether or not assumed by the Company or such Restricted
     Subsidiary, provided that no such Lien may extend to any other Principal
     Property of the Company or any Restricted Subsidiary.

          (4)  Any Lien on any Principal Property (including any improvements on
     an existing Principal Property) of the Company or any Restricted
     Subsidiary, and any Lien on the shares of stock of a Restricted Subsidiary
     that was formed or is held for the purpose of acquiring and holding such
     Principal Property, in each case to secure all or any part of the cost of
     acquisition, development, operation, construction, alteration, repair or
     improvement of all or any part of such Principal Property (or to secure
     Indebtedness incurred by the Company or a Restricted Subsidiary for the
     purpose of financing all or any part of such cost); provided that such Lien
                                                         --------
     is created prior to, at the time of, or within
<PAGE>

                                       62

     12 months after the latest of, the acquisition, completion of construction
     or improvement or commencement of commercial operation of such Principal
     Property and provided, further, that no such Lien may extend to any other
                  --------  -------
     Principal Property of the Company or any Restricted Subsidiary, other than
     any theretofore unimproved real property on which the Principal Property is
     so constructed or developed or the improvement is located.

          (5)  Any Lien on any Principal Property or Restricted Securities to
     secure Indebtedness owing to the Company or to a Restricted Subsidiary.

          (6)  Any Lien in favor of governmental bodies to secure advances or
     other payments pursuant to any contract or statute or to secure
     Indebtedness incurred to finance the purchase price or cost of constructing
     or improving the property subject to such Lien.

          (7)  Any Lien created in connection with a project financed with, and
     created to secure, Non-Recourse Indebtedness.

          (8)  Any Lien required to be placed on any property of the Company or
     its Subsidiaries pursuant to the provisions of the Greeley Indenture, the
     United Cities Indenture or the Note Purchase Agreements.

          (9)  Any extension, renewal, substitution or replacement (or
     successive extensions, renewals, substitutions or replacements), in whole
     or in part, of any Lien referred to in the foregoing clauses (1) through
     (8), provided that the Indebtedness secured thereby may not exceed the
     principal amount of Indebtedness so secured at the time of such renewal or
     refunding, and that such renewal or refunding Lien must be limited to all
     or any part of the same property and improvements thereon, shares of stock
     or Indebtedness that secured the Lien renewed or refunded.

          (10) Any Lien not permitted above securing Indebtedness that, together
     with the aggregate outstanding principal amount of other secured
     Indebtedness that would otherwise be subject to the foregoing restrictions
     (excluding Indebtedness secured by Liens permitted under the foregoing
     exceptions) and the Attributable Debt in respect of all Sale and Leaseback
     Transactions (not including Attributable Debt in respect of any such Sale
     and Leaseback Transactions described in clause (iii) and (iv) of Section
     1007) would not then exceed 15% of Consolidated Net Tangible Assets.

          SECTION 1007.  Limitation on Sale and Leaseback Transactions.
          ------------------------------------------------------------

          The Company covenants and agrees that it will not, and will not permit
any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction
unless (i) the Company or a Restricted Subsidiary would be entitled, without
securing the Outstanding Securities, to incur Indebtedness secured by a Lien on
the Principal Property that is the subject of such Sale and Leaseback
Transaction pursuant to the provisions of Section 1006; (ii) the Attributable
Debt associated therewith would be in an amount permitted under Section
1006(10); (iii) the proceeds
<PAGE>

                                       63

received in respect of the Principal Property so sold and leased back at the
time of entering into such Sale and Leaseback Transaction are used for the
business and operations of the Company or any Subsidiary; or (iv) within 12
months after the sale or transfer, an amount equal to the proceeds received in
respect of the Principal Property so sold and leased back at the time of
entering into such Sale and Leaseback Transaction is applied to the prepayment
(other than mandatory prepayment pursuant to Section 1201) of any Outstanding
Securities or Funded Indebtedness that is owed by the Company or a Restricted
Subsidiary (other than Funded Indebtedness that is held by the Company or any
Restricted Subsidiary or Funded Indebtedness of the Company that is subordinate
in right of payment to any Outstanding Securities).

          SECTION 1008.  Additional Amounts.
          ---------------------------------

          If any Securities of a series provide for the payment of additional
amounts to any Holder who is not a United States person in respect of any tax,
assessment or governmental charge ("Additional Amounts"), the Company shall pay
to the Holder of any Security of such series such Additional Amounts as may be
specified pursuant to Section 301. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of (and premium, if any,
on) or interest, if any, on, or in respect of, any Security of a series or the
net proceeds received on the sale or exchange of any Security of a series, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided for by the terms of such series established pursuant to Section 301 to
the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to such terms, and express mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made. Except as otherwise specified pursuant to
Section 301, if the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date, if any, with
respect to Securities of such series (or if the Securities of such series do not
bear interest or will not bear interest prior to Maturity, the first day on
which a payment of principal and any premium is made), and at least 10 days
prior to each date of payment of interest or principal and any premium if there
has been any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company shall furnish the Trustee and the Paying
Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and the Paying Agent or Paying Agents whether such
payment of principal of (and premium, if any, on) or interest, if any, on the
Securities of such series shall be made to Holders of Securities of such series
who are not United States persons without withholding for or on account of any
tax, assessment or other governmental charge described in the Securities of the
series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities of such series and the Company
shall pay to the Trustee or the Paying Agent or Paying Agents the Additional
Amounts required by the terms of such Securities. In the event that the Trustee
or any Paying Agent, as the case may be, shall not so receive the above-
mentioned certificate, then the Trustee or such Paying Agent shall be entitled
(i) to assume that no such withholding or deduction is required with respect to
any payment of principal, premium or
<PAGE>

                                       64

interest with respect to any Securities of a series until it shall have received
a certificate advising otherwise and (ii) to make all payments of principal,
premium and interest with respect to the Securities of a series without
withholding or deductions until otherwise advised. The Company hereby covenants
and agrees to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability, cost or expense reasonably incurred
without negligence or willful misconduct on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

          SECTION 1009.  Waiver of Certain Covenants.
          ------------------------------------------

          The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 803 or Sections 1005 to 1007,
inclusive, if before or after the time for such compliance the Holders of at
least a majority in principal amount of all Outstanding Securities of the series
affected, by Act of such Holders, waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.


                                ARTICLE ELEVEN

                           REDEMPTION OF SECURITIES


          SECTION 1101.  Applicability of Article.
          ---------------------------------------

          Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with the terms of such Securities and
in accordance with this Article.

          SECTION 1102.  Election to Redeem; Notice to Trustee.
          ----------------------------------------------------

          The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Securities to be redeemed pursuant to Section 1103. In the
case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
and Opinion of Counsel evidencing compliance with such restriction.

          SECTION 1103.  Selection by Trustee of Securities to Be Redeemed.
          ----------------------------------------------------------------
<PAGE>

                                       65


          If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions of the principal of Securities of such series; provided,
                                                                      --------
however, that no such partial redemption shall reduce the portion of the
-------
principal amount of a Security not redeemed to less than the minimum authorized
denomination for Securities of such series established pursuant to Section 301.

          The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

          SECTION 1104.  Notice of Redemption.
          -----------------------------------

          Notice of redemption shall be given in the manner provided for in
Section 106 not less than 30 nor more than 60 days prior to the Redemption Date,
to each Holder of Securities to be redeemed.

          All notices of redemption shall identify the Securities (including
CUSIP number, if any) to be redeemed and shall state:

          (1)  the Redemption Date,

          (2)  the Redemption Price and the amount of accrued interest to the
     Redemption Date payable as provided in Section 1106, if any,

          (3)  if less than all the Outstanding Securities of any series are to
     be redeemed, the identification (and, in the case of partial redemption,
     the principal amounts) of the particular Securities to be redeemed,

          (4)  in case any Security is to be redeemed in part only, the notice
     which relates to such Security shall state that on and after the Redemption
     Date, upon surrender of such Security, the Holder will receive, without
     charge, a new Security or Securities of authorized denominations for the
     principal amount thereof remaining unredeemed,

          (5)  that on the Redemption Date, the Redemption Price and accrued
     interest, if any, to the Redemption Date payable as provided in Section
     1106 will become due and
<PAGE>

                                       66

     payable upon each such Security, or the portion thereof, to be redeemed
     and, if applicable, that interest thereon will cease to accrue on and after
     said date,

          (6)  the Place or Places of Payment where such Securities maturing
     after the Redemption Date, are to be surrendered for payment of the
     Redemption Price and accrued interest, if any, and

          (7)  that the redemption is for a sinking fund, if such is the case.

          Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

          SECTION 1105.  Deposit of Redemption Price.
          ------------------------------------------

          Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and accrued interest, if any,
on, all the Securities which are to be redeemed on that date.

          SECTION 1106.  Securities Payable on Redemption Date.
          ----------------------------------------------------

          Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest, if any) such
Securities shall, if the same were interest-bearing, cease to bear interest, and
except to the extent provided below, shall be void.  Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest, if
any, to the Redemption Date; provided, however, that installments of interest on
                             --------  -------
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 308.

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) set forth
in such Security.

          SECTION 1107.  Securities Redeemed in Part.
          ------------------------------------------

          Any Security which is to be redeemed only in part (pursuant to the
provisions of this Article or of Article Twelve) shall be surrendered at a Place
of Payment therefor (with, if the
<PAGE>

                                       67

Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or such Holder's attorney duly authorized in writing),
and the Company shall execute, and the Trustee shall authenticate and deliver to
the Holder of such Security without service charge, a new Security or Securities
of the same series, of any authorized denomination as requested by such Holder,
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.


                                ARTICLE TWELVE

                                 SINKING FUNDS


          SECTION 1201.  Applicability of Article.
          ---------------------------------------

          Retirements of Securities of any series pursuant to any sinking fund
shall be made in accordance with the terms of such Securities and in accordance
with this Article.

          The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any mandatory sinking fund payment may be subject to
reduction as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.
<PAGE>

                                       68

          SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.
          --------------------------------------------------------------------

          Subject to Section 1203, in lieu of making all or any part of any
mandatory sinking fund payment with respect to any Securities of a series in
cash, the Company may at its option (1) deliver to the Trustee Outstanding
Securities of a series (other than any previously called for redemption)
theretofore purchased or otherwise acquired by the Company and/or (2) receive
credit for the principal amount of Securities of such series which have been
previously delivered to the Trustee by the Company or for Securities of such
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Securities of the same series required to be made pursuant to the
terms of such Securities as provided for by the terms of such series; provided,
                                                                      --------
however, that such Securities have not been previously so credited.  Such
-------
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such mandatory sinking fund payment shall
be reduced accordingly.

          SECTION 1203.  Redemption of Securities for Sinking Fund.
          --------------------------------------------------------

          Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering or crediting Securities of that series
pursuant to Section 1202 (which Securities will, if not previously delivered,
accompany such certificate) and whether the Company intends to exercise its
right to make a permitted optional sinking fund payment with respect to such
series.  Such certificate shall be irrevocable and upon its delivery the Company
shall be obligated to make the cash payment or payments therein referred to, if
any, on or before the next succeeding sinking fund payment date.  In the case of
the failure of the Company to deliver such certificate, the sinking fund payment
due on the next succeeding sinking fund payment date for that series shall be
paid entirely in cash and shall be sufficient to redeem the principal amount of
such Securities subject to a mandatory sinking fund payment without the option
to deliver or credit Securities as provided in Section 1202 and without the
right to make any optional sinking fund payment, if any, with respect to such
series.

          Not more than 60 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.
<PAGE>

                                       69

          Prior to any sinking fund payment date, the Company shall pay to the
Trustee or a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) in cash a sum equal to
any interest that will accrue to the date fixed for redemption of Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section 1203.

          Notwithstanding the foregoing, with respect to a sinking fund for any
series of Securities, if at any time the amount of cash to be paid into such
sinking fund on the next succeeding sinking fund payment date, together with any
unused balance of any preceding sinking fund payment or payments for such
series, does not exceed in the aggregate $100,000, the Trustee, unless requested
by the Company, shall not give the next succeeding notice of the redemption of
Securities of such series through the operation of the sinking fund.  Any such
unused balance of moneys deposited in such sinking fund shall be added to the
sinking fund payment for such series to be made in cash on the next succeeding
sinking fund payment date or, at the written request of the Company, shall be
applied at any time or from time to time to the purchase of Securities of such
series, by public or private purchase, in the open market or otherwise, at a
purchase price for such Securities (excluding accrued interest and brokerage
commissions, for which the Trustee or any Paying Agent will be promptly
reimbursed by the Company) not in excess of the principal amount thereof.


                               ARTICLE THIRTEEN

                        REPAYMENT AT OPTION OF HOLDERS


          SECTION 1301.  Applicability of Article.
          ---------------------------------------

          Repayment of Securities of any series before their Stated Maturity at
the option of Holders thereof shall be made in accordance with the terms of such
Securities and in accordance with this Article.

          SECTION 1302.  Repayment of Securities.
          --------------------------------------

          Securities of any series subject to repayment in whole or in part at
the option of the Holders thereof will, unless otherwise provided in the terms
of such Securities, be repaid at a price equal to the principal amount thereof,
together with interest, if any, thereon accrued to the Repayment Date specified
in or pursuant to the terms of such Securities.  The Company covenants that on
or before the Repayment Date it will deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money sufficient to pay the
principal (or, if so provided by the terms of the Securities of any series, a
percentage of the principal) of and (except if the Repayment Date shall be an
Interest Payment Date) accrued interest, if any, on, all the Securities or
portions thereof, as the case may be, to be repaid on such date.
<PAGE>

                                       70

          SECTION 1303.  Exercise of Option.
          ---------------------------------

          Securities of any series subject to repayment at the option of the
Holders thereof will contain an "Option to Elect Repayment" form on the reverse
of such Securities.  To be repaid at the option of the Holder, any Security so
providing for such repayment, with the "Option to Elect Repayment" form on the
reverse of such Security duly completed by the Holder (or by the Holder's
attorney duly authorized in writing), must be received by the Company at the
Place of Payment therefor specified in the terms of such Security (or at such
other place or places of which the Company shall from time to time notify the
Holders of such Securities) not earlier than 45 days nor later than 30 days
prior to the Repayment Date.  If less than the entire principal amount of such
Security is to be repaid in accordance with the terms of such Security, the
principal amount of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified.  The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of the series of
which such Security to be repaid is a part.  Except as otherwise may be provided
by the terms of any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.

          SECTION 1304.  When Securities Presented for Repayment Become Due and
          ---------------------------------------------------------------------
Payable.
-------

          If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
except to the extent provided below, shall be void.  Upon surrender of any such
Security for repayment in accordance with such provisions, together with all
coupons, if any, appertaining thereto maturing after the Repayment Date, the
principal amount of such Security so to be repaid shall be paid by the Company,
together with accrued interest, if any, to the Repayment Date; provided,
                                                               --------
however, that, in the case of Securities, installments of interest, if any,
-------
whose Stated Maturity is on or prior to the Repayment Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 308.

          If the principal amount of any Security surrendered for repayment
shall not be so repaid upon surrender thereof, such principal amount (together
with interest, if any, thereon
<PAGE>

                                       71

accrued to such Repayment Date) shall, until paid, bear interest from the
Repayment Date at the rate of interest or Yield to Maturity (in the case of
Original Issue Discount Securities) set forth in such Security.

          SECTION 1305.  Securities Repaid in Part.
          ----------------------------------------

          Upon surrender of any Security which is to be repaid in part only, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, without service charge and at the expense of the
Company, a new Security or Securities of the same series, of any authorized
denomination specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid.


                               ARTICLE FOURTEEN

                      DEFEASANCE AND COVENANT DEFEASANCE


          SECTION 1401.  Company's Option to Effect Defeasance or Covenant
          ----------------------------------------------------------------
Defeasance.
----------

          The provisions of this Article Fourteen shall apply to each series of
Securities, and the Company may, at its option, effect defeasance of the
Securities of or within a series under Section 1402, or covenant defeasance of
the Securities of or within a series under Section 1403, in accordance with the
terms of such Securities and in accordance with this Article.

          SECTION 1402.  Defeasance and Discharge.
          ---------------------------------------

          Upon the Company's exercise of the above option applicable to this
Section with respect to any series of Securities, the Company shall be deemed to
have been discharged from its obligations with respect to such series of
Outstanding Securities on the date the conditions set forth in Section 1404 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such series of Outstanding Securities, which shall
thereafter be deemed to be "Outstanding" only for the purposes of Section 1405
and the other Sections of this Indenture referred to in (A) and (B) below, and
to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (A) the rights of Holders of such Outstanding
Securities to receive, solely from the trust fund described in Section 1404 and
as more fully set forth in such Section, payments in respect of the principal of
(and premium, if any) and interest, if any, on such Securities when such
payments are due,
<PAGE>

                                       72

(B) the Company's obligations with respect to such Securities under Sections
305, 306, 307, 1002 and 1003 and with respect to the payment of Additional
Amounts, if any, on such Securities as contemplated by Section 1008, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (D)
this Article Fourteen. Subject to compliance with this Article Fourteen, the
Company may exercise its option under this Section 1402 notwithstanding the
prior exercise of its option under Section 1403 with respect to such Securities.

          SECTION 1403.  Covenant Defeasance.
          ----------------------------------

          Upon the Company's exercise under Section 1401 of the option
applicable to this Section 1403 with respect to any Securities of or within a
series, the Company shall be released from its obligations under Sections 1006
and 1007, and if specified pursuant to Section 301, its obligations under any
other covenant, with respect to such Outstanding Securities on and after the
date the conditions set forth in Section 1404 are satisfied (hereinafter,
"covenant defeasance"), and such Securities shall thereafter be deemed to be not
"Outstanding" for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "Outstanding" for all other purposes
hereunder (it being understood that such Securities shall not be deemed
Outstanding for financial accounting purposes). For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities, the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of reference in any such covenant to any other provision herein or in
any other document and such omission to comply shall not constitute a Default or
an Event of Default under Section 501(4) or Section 501(8) or otherwise, as the
case may be, but, except as specified above, the remainder of this Indenture and
such Securities shall be unaffected thereby.

          SECTION 1404.  Conditions to Defeasance or Covenant Defeasance.
          --------------------------------------------------------------

          The following shall be the conditions to application of either Section
1402 or Section 1403 to any series of Outstanding Securities:

          (1)  The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 608 who shall agree to comply with the provisions of this
     Article Fourteen applicable to it) as trust funds in trust for the purpose
     of making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of such Securities, (A) an
     amount of money or (B) Government Obligations applicable to such Securities
     which through the scheduled payment of principal and interest in respect
     thereof in accordance with their terms will provide, not later than one day
     before the due date of any payment of principal of and premium, if any, and
     interest, if any, on such Securities, money in an amount, or (C) a
     combination thereof, sufficient, in the opinion of a nationally recognized
     firm of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay and discharge, and which shall be
     applied by the Trustee (or other
<PAGE>

                                       73

     qualifying trustee) to pay and discharge, (i) the principal of (and
     premium, if any) and interest, if any, on such Outstanding Securities on
     the Stated Maturity (or Redemption Date, if applicable) of such principal
     (and premium, if any) or installment of interest, if any, and (ii) any
     mandatory sinking fund payments or analogous payments applicable to such
     Outstanding Securities on the day on which such payments are due and
     payable in accordance with the terms of this Indenture and of such
     Securities; provided that the Trustee shall have been irrevocably
                 --------
     instructed to apply such money or the proceeds of such Government
     Obligations to said payments with respect to such Securities. Before such a
     deposit, the Company may give to the Trustee, in accordance with Section
     1102 hereof, a notice of its election to redeem all or any portion of such
     Outstanding Securities at a future date in accordance with the terms of the
     Securities of such series and Article Eleven hereof, which notice shall be
     irrevocable. Such irrevocable redemption notice, if given, shall be given
     effect in applying the foregoing.

          (2)  No Default or Event of Default with respect to such Securities
     shall have occurred and be continuing on the date of such deposit or,
     insofar as paragraphs (6) and (7) of Section 501 are concerned, at any time
     during the period ending on the 91st day after the date of such deposit (it
     being understood that this condition shall not be deemed satisfied until
     the expiration of such period).

          (3)  No event or condition shall exist that would prevent the Company
     from making payments of the principal of (and premium, if any) or interest
     on the Securities on the date of such deposit or at any time during the
     period ending on the 91st day after the date of such deposit (it being
     understood that this condition shall not be deemed satisfied until the
     expiration of such period).

          (4)  Such defeasance or covenant defeasance shall not result in a
     breach or violation of, or constitute a default under, this Indenture or
     any other material agreement or instrument to which the Company is a party
     or by which it is bound.

          (5)  In the case of an election under Section 1402, the Company shall
     have delivered to the Trustee an Opinion of Counsel stating that (x) the
     Company has received from, or there has been published by, the Internal
     Revenue Service a ruling, or (y) since the date of execution of this
     Indenture, there has been a change in the applicable federal income tax
     law, in either case to the effect that, and based thereon such opinion
     shall confirm that, the Holders of such Outstanding Securities will not
     recognize income, gain or loss for federal income tax purposes as a result
     of such defeasance and will be subject to federal income tax on the same
     amounts, in the same manner and at the same times as would have been the
     case if such defeasance had not occurred.

          (6)  In the case of an election under Section 1403, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Holders of such Outstanding Securities will not recognize income, gain or
     loss for federal income tax purposes as a result of such covenant
     defeasance and will be subject to federal income tax
<PAGE>

                                       74

     on the same amounts, in the same manner and at the same times as would have
     been the case if such covenant defeasance had not occurred.

          (7)  In the case of an election under either Section 1402 or 1403, the
     Company shall represent to the Trustee that the deposit made by the Company
     pursuant to its election under Section 1402 or 1403 was not made by the
     Company with the intent of preferring the Holders of Securities of any
     series over other creditors of the Company or with the intent of defeating,
     hindering, delaying or defrauding creditors of the Company or others.

          (8)  The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the defeasance under Section 1402
     or the covenant defeasance under Section 1403 (as the case may be) have
     been complied with.

          SECTION 1405.  Deposited Money and Government Obligations to Be Held
          --------------------------------------------------------------------
in Trust; Other Miscellaneous Provisions.
----------------------------------------

          Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 1405, the
"Trustee") pursuant to Section 1404 in respect of such Outstanding Securities
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities of
all sums due and to become due thereon in respect of principal (and premium, if
any) and interest, if any, but such money need not be segregated from other
funds except to the extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1404 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Outstanding Securities.

          Anything in this Article Fourteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 1404 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance, as applicable, in accordance with
this Article.

          SECTION 1406.  Reinstatement.
          ----------------------------
<PAGE>

                                       75

          If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 1405 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and such
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 1402 or 1403, as the case may be, until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 1405; provided, however, that if the Company makes any payment of
              --------  -------
principal of (or premium, if any) or interest, if any, on any such Security
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money held by the Trustee or Paying Agent.

          This Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Indenture.
<PAGE>

                                       76

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed all as of the day and year first above written.


                                        ATMOS ENERGY CORPORATION


                                        By: /s/ Laurie M. Sherwood
                                            ---------------------------------
                                            Name:  Laurie M. Sherwood
                                            Title:  Vice President, Corporate
                                                    Development and Treasurer



                                        SUNTRUST BANK, as Trustee


                                        By: /s/ Jack Ellerin
                                            ---------------------------------
                                            Name:  Jack Ellerin
                                            Title:  Trust Officer
</TEXT>
</DOCUMENT>
</SUBMISSION>
