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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
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STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
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SUNTRUST BANK
(Exact name of trustee as specified in its charter)
58-0466330
(I.R.S. employer identification no.)
303 PEACHTREE STREET 30308
30TH FLOOR (Zip Code)
ATLANTA, GEORGIA
(Address of principal executive offices)
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JACK ELLERIN
SUNTRUST BANK
25 PARK PLACE, N.E.
24TH FLOOR
ATLANTA, GEORGIA 30303
(404) 588-7296
(Name, address and telephone number of agent for service)
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ATMOS ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS AND VIRGINIA 75-1743247
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
1800 THREE LINCOLN CENTRE 75240
5430 LBJ FREEWAY (Zip Code)
DALLAS, TEXAS
(Address of principal executive offices)
5 1/8% SENIOR NOTES DUE 2013
(Title of the indenture securities)
1. General information.
Furnish the following information as to the trustee-
Name and address of each examining or supervising authority to
which it is subject.
DEPARTMENT OF BANKING AND FINANCE,
STATE OF GEORGIA
ATLANTA, GEORGIA
FEDERAL RESERVE BANK OF ATLANTA
1000 PEACHTREE STREET NE
ATLANTA, GEORGIA
FEDERAL DEPOSIT INSURANCE CORPORATION
550 17TH STREET, N.W.
WASHINGTON, D.C.
Whether it is authorized to exercise corporate trust powers.
YES.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
NONE.
3-12 NO RESPONSES ARE INCLUDED FOR ITEMS 3 THROUGH 12. RESPONSES TO THOSE
ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B
AND AS SET FORTH IN ITEM 13(b), THE OBLIGOR IS NOT IN DEFAULT ON ANY
SECURITIES ISSUED UNDER INDENTURES UNDER WHICH SUNTRUST BANK IS A
TRUSTEE.
13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to
the securities under this indenture. Explain the nature of any
such default.
THERE IS NOT AND HAS NOT BEEN ANY DEFAULT UNDER THIS INDENTURE.
(b) If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is trustee for more than one outstanding
series of securities under the indenture, state whether there
has been a default under any such indenture or series,
identify the indenture or series affected, and explain the
nature of any such default.
THERE HAS NOT BEEN ANY SUCH DEFAULT.
14-15 NO RESPONSES ARE INCLUDED FOR ITEMS 14 AND 15. RESPONSES TO THOSE ITEMS
ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION (b) TO
ITEM 13, THE OBLIGOR IS NOT IN DEFAULT ON ANY SECURITIES ISSUED UNDER
INDENTURES UNDER WHICH SUNTRUST BANK IS A TRUSTEE.
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16. List of Exhibits.
List below all exhibits filed as a part of this statement of
eligibility; exhibits identified in parentheses are filed with the
Commission and are incorporated herein by reference as exhibits hereto
pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as
amended, and Rule 24 of the Commission's Rules of Practice.
(1) A copy of the Articles of Amendment and Restated Articles of
Association of the trustee as now in effect (Exhibit 1 to Form
T-1, Registration No. 333-85232 filed by Boston Private Financial
Holdings, Inc.).
(2) A copy of the certificate of authority of the trustee to
commence business. (Exhibit 2 to Form T-1, Registration No.
333-32106 filed by Sabre Holdings Corporation).
(3) A copy of the authorization of the trustee to exercise
corporate trust powers. (Exhibits 2 and 3 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings Corporation).
(4) A copy of the existing by-laws of the trustee as now in effect
(Exhibit 4 to Form T-1, Registration No. 333-85232 filed by Boston
Private Financial Holdings, Inc.).
(5) Not applicable.
(6) The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939.
(7) A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising
or examining authority as of the close of business on September
30, 2002.
(8) Not applicable.
(9) Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, SunTrust Bank, a banking corporation organized and existing under the
laws of the State of Georgia, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Atlanta and the State of Georgia, on the 15th day
of January, 2003.
SUNTRUST BANK
By: /s/ JACK ELLERIN
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Jack Ellerin
Assistant Vice President
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EXHIBIT 1 TO FORM T-1
ARTICLES OF ASSOCIATION
OF
SUNTRUST BANK
(Incorporated by reference from Exhibit 1 to Form T-1,
Registration No. 333-85232 filed by Boston Private Financial Holdings, Inc.)
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EXHIBIT 2 TO FORM T-1
CERTIFICATE OF AUTHORITY
OF
SUNTRUST BANK TO COMMENCE BUSINESS
(Incorporated by reference from Exhibit 2 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings Corporation)
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EXHIBIT 3 TO FORM T-1
AUTHORIZATION
OF
SUNTRUST BANK TO EXERCISE
CORPORATE TRUST POWERS
(Incorporated by reference from Exhibit 2 and 3 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings Corporation)
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EXHIBIT 4 TO FORM T-1
BY-LAWS
OF
SUNTRUST BANK
(Incorporated by reference from Exhibit 4 to Form T-1,
Registration No. 333-85232 filed by Boston Private Financial Holdings, Inc.)
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EXHIBIT 5 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE.)
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EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, in connection with the proposed issuance of up to $250,000,000 of 5
1/8% Senior Notes due 2013 of Atmos Energy Corporation, SunTrust Bank hereby
consents that reports of examinations by Federal, State, Territorial or District
Authorities may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.
SUNTRUST BANK
By: /s/ JACK ELLERIN
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Jack Ellerin
Assistant Vice President
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EXHIBIT 7 TO FORM T-1
REPORT OF CONDITION
(ATTACHED)
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SunTrust Bank FFIEC 031
ATLANTA , GA 30302 Consolidated Report of Condition
Certificate Number: 00867 For September 30, 2002
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CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 2002
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC - BALANCE SHEET C400
Dollar Amounts in Thousands
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ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFC
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a. Noninterest bearing balances and currency and coin (1)........................................ 0081 4,200,994 1.a
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b. Interest-bearing balances (2)................................................................. 0071 789,620 1.b
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2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A).................................... 1754 0 2.a
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b. Available-for-sale securities (from Schedule RC-B, column D).................................. 1773 18,383,085 2.b
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3. Federal funds sold and securities purchased under agreements to resell(3) B987 477,688 3
B989 3,459,165
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4. Loans and lease financing receivables (from Schedule RC-C): RCFD
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a. Loans and leases held for sale......................................... 5369 4,745,817
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b. Loans and leases, net of unearned income............................... B528 72,209,556 4.a
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c. LESS: Allowance for loan and lease losses.............................. 3123 911,991 4.b
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d. Loans and leases, net of unearned income, allowance, and reserve RCFD
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(item 4.a minus 4.b and 4.c).................................................................... B529 71,297,565 4.d
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5. Tracing assets (from Schedule RC-D)............................................................. 3545 1,087,823 5.
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6. Premises and fixed assets (including capitalized leases)........................................ 2145 1,341,756 6.
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7. Other real estate owned (from Schedule RC-M).................................................... 2150 21,067 7.
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8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)........ 2130 0 8.
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9. Customers' liability to this bank on acceptances outstanding.................................... 2155 9,021 9.
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10. Intangible assets............................................................................... 2143 10.
a. Goodwill.................................................................................... 3163 759,397 10.a
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b. Other intangible assets from Schedule RC-M.................................................. 0426 649,357 10.b
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11. Other assets (from Schedule RC-F)............................................................... 2160 2,394,142 11.
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12. Total assets (sum of items 1 through 11)........................................................ 2170 109,616,497 12.
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securities resale agreements in domestic and foreign offices,
regardless of maturity.
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SunTrust Bank FFIEC 031
ATLANTA , GA 30302 Consolidated Report of Condition
Certificate Number: 00867 For September 30, 2002
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SCHEDULE RC - CONTINUED Dollar Amounts in Thousands
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LIABILITIES
13. Deposits: RCON RCON
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a. In domestic offices (sum of totals of columns A and C from Schedule 2200 70,605,302 13.a
RC-E, part 1):
(1) Noninterest-bearing (4)........................................... 6631 8,842,143 13.a.1
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(2) Interest-bearing.................................................. 6636 61,763,159 13.a.2
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b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN 13.b
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(from Schedule RC-E, part II)......................................... RCFN 2200 3,437,572
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(1) Noninterest-bearing............................................... 6631 0 13.b.1
(2) Interest-bearing.................................................. 6636 3,437,572 RCFD 13.b.2
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14. Federal funds purchased and securities sold under agreements to repurchase
a. Federal funds purchased in domestic offices (5).............................................. B993 3,906,704 14
b. Securities sold under agreements to repurchase (6)......,,................................... B995 8,637,561
RCFD
15. Trading liabilities (from Schedule RC-D)........................................................ 3548 952,619 15.a
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16. Other borrowed money (includes mortgage indebtedness and obligations under 3190 8,184,543
capitalized leases) (from Schedule RC-M): -----------
17. Not applicable..................................................................................
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18. Bank's liability on acceptances executed and outstanding........................................ 2920 9,021 18
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19. Subordinated notes and debentures (7)........................................................... 3200 1,687,547 19
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20. Other liabilities (from Schedule RC-G).......................................................... 2930 2,281,159 20
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21. Total liabilities (sum of items 13 through 20).................................................. 2948 99,702,028 21
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22. Minority interest in consolidated subsidiaries.................................................. 3000 1,017,493 22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus................................................... 3838 0 23
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24. Common stock.................................................................................... 3230 21,600 24
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25. Surplus (exclude all surplus related to preferred stock)........................................ 3839 2,534,707 25
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26. a. Retained earnings............................................................................ 3632 5,386,884 26.a
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b. Accumulated other comprehensive income (8)................................................... B530 953,785 26.b
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27. Other equity capital components (9)............................................................. A130 0 27
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28. Total equity capital (sum of items 23 through 27)............................................... 3210 8,896,976 28
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29. Total liabilities minority interest, and equity capital (sum of items 21, 22 and 28)............ 3300 109,616,497 29
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MEMORANDUM
TO BE REPORTED WITH THE MARCH REPORT OF CONDITION. RCFD Number
1. Indicated in the box at the right the number of the statement below that best describes the most ---- -----------
comprehensive level of auditing work performed for the bank by independent external auditors as of
any date during 2001............................................................................ 6724 N/A M.1
1= Independent audit of the bank conducted in accordance 5.= Directors' examination of the bank performed by other
with generally accepted auditing standards by a external auditors (may be required by state chartering
certified public accounting firm which submits a authority)
report on the bank
6= Review of the bank's financial statements by external
2= Independent audit of the bank's parent holding auditors
company conducted in accordance with generally
accepted auditing standards by a certified public 7= Compilation of the bank's financial statements by
accounting firm which submits a report on the external auditors
consolidated holding company (but not on the bank
separately) 8= Other audit procedures (excluding tax preparation work)
3= Attestation on bank management's assertion on the 9= No external audit work
effectiveness of the bank's internal control over
financial reporting by a certified public accounting
firm
4= Directors' examination of the bank conducted in
accordance with generally accepted auditing standards
by a certified public accounting firm (may be
required by state chartering authority)
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(1) Includes cash items in process of collection.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securities resale agreements in domestic and foreign offices,
regardless of maturity.
(4) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(5) Report overnight Federal Home Loan Bank advances and Schedule RC, item 16,
"other borrowed money."
(6) Includes all securities repurchase agreements in domestic and foreign
offices, regardless of maturity.
(7) Includes limited-life preferred stock and related surplus.
(8) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, cumulative
foreign currency translation adjustments, and minimum pension liability
adjustments.
(9) Includes treasury stock and unearned Employee Stock Ownership Plan Shares.
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EXHIBIT 8 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE.)
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EXHIBIT 9 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE.)
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