EX-4.1



 Exhibit 4.1 

ATMOS ENERGY CORPORATION 

Officers’ Certificate Pursuant to Section 301 of the Indenture 

June 8, 2017 
 Each of the
undersigned, Christopher T. Forsythe, Senior Vice President and Chief Financial Officer, and Phillip L. Allbritten, Associate General Counsel and Assistant Corporate Secretary of Atmos Energy Corporation (the “Company”) certifies, pursuant
to the authority delegated to each of them, as an officer of the Company, pursuant to the resolutions adopted by the board of directors of the Company (the “Board”) on May 2, 2017 (copies of which resolutions are attached hereto as
Exhibit I), that pursuant to Section 301 of the Indenture dated as of March 26, 2009 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), the series of debt
securities of the Company described herein are hereby established with the following terms and provisions (unless otherwise defined herein, capitalized terms used herein have the meaning given thereto in the Indenture): 

1. The titles of the series of securities to be issued are the 3.000% Senior Notes due 2027 (the “2027 Notes”) and
the 4.125% Senior Notes due 2044 (the “additional 2044 Notes”). The additional 2044 Notes are an additional issuance of the Company’s 4.125% Senior Notes due 2044 originally issued on October 15, 2014 (the additional 2044 Notes,
together with the previously issued 4.125% Senior Notes due 2044, the “2044 Notes;” and the 2027 Notes, together with the additional 2044 Notes, the “Notes”). 

2. The Notes are unsubordinated and will rank equally with all of the Company’s other unsecured and unsubordinated debt.
Subordinated debt will rank junior to the Notes and the Company’s other senior debt. 
 3. Prior to the issuance of the
additional 2044 Notes, there are $500,000,000 aggregate principal amount of 2044 Notes outstanding under the Indenture. The aggregate principal amount of the additional 2044 Notes that initially may be issued under the Indenture, in connection with
the Underwriting Agreement, dated as of June 5, 2017, among the Company and certain underwriters named therein (the “Underwriting Agreement”), is $250,000,000, and the Stated Maturity of the 2044 Notes is October 15, 2044. The
additional 2044 Notes shall be offered to the public at a price representing 103.907% of their principal amount. 
 4. The
aggregate principal amount of the 2027 Notes that initially may be issued under the Indenture, in connection with the Underwriting Agreement, is $500,000,000, and the Stated Maturity of the 2027 Notes is June 15, 2027. The 2027 Notes shall be
offered to the public at a price representing 99.725% of their principal amount. 
 5. The additional 2044 Notes shall bear
interest at the rate of 4.125% per annum. Interest on the additional 2044 Notes will be payable in arrears on April 15 and October 15 of each year (each, a “2044 Notes Interest Payment Date”), beginning October 15, 2017.
Interest payable on each 2044 Notes Interest Payment Date will 







 
include interest accrued from and including April 15, 2017, or from and including the most recent 2044 Notes Interest Payment Date to which interest has been paid or duly provided for, as
the case may be, to but excluding such 2044 Notes Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The interest
so payable, and punctually paid or duly provided for, on any 2044 Notes Interest Payment Date will, as provided in the Indenture, be paid to the Holder in whose name the 2044 Notes are registered at the close of business on the April 1 or
October 1 (whether or not a Business Day) preceding the respective 2044 Notes Interest Payment Date. The payment of any Defaulted Interest on the 2044 Notes shall be payable to the Holders of the 2044 Notes on a Special Record Date established
therefor pursuant to the Indenture, or shall be paid at any time in any other lawful manner, all as more fully provided in the Indenture. 

6. The 2027 Notes shall bear interest at the rate of 3.000% per annum. Interest on the 2027 Notes will be payable in arrears on
June 15 and December 15 of each year (each, a “2027 Notes Interest Payment Date”), beginning December 15, 2017. Interest payable on each 2027 Notes Interest Payment Date will include interest accrued from and including
June 8, 2017, or from and including the most recent 2027 Notes Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to but excluding such 2027 Notes Interest Payment Date. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any 2027 Notes Interest Payment Date will, as
provided in the Indenture, be paid to the Holder in whose name the 2027 Notes are registered at the close of business on the June 1 or December 1 (whether or not a Business Day) preceding the respective 2027 Notes Interest Payment Date.
The payment of any Defaulted Interest on the 2027 Notes shall be payable to the Holders of the 2027 Notes on a Special Record Date established therefor pursuant to the Indenture, or shall be paid at any time in any other lawful manner, all as more
fully provided in the Indenture. 
 7. Payment of the principal of (and premium, if any) and interest on the Notes 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 the Notes remain in book-entry form, all payments of principal and interest will be made by the Company in immediately available funds.

 8. The Company may redeem the 2044 Notes prior to maturity at its option, at any time in whole or from time to time in
part. Prior to April 15, 2044, the Redemption Price with respect to the 2044 Notes shall be equal to the greater of: 

(a) 100% of the principal amount of the 2044 Notes to be redeemed, and 

(b) as determined by the Quotation Agent (as defined below), the sum of the present values of the Remaining Scheduled Payments
(as defined below) of principal and interest on the 2044 Notes to be redeemed discounted to the Redemption Date on a semi-

  
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annual basis assuming a 360-day year consisting of twelve 30-day months at the Adjusted Treasury Rate (as defined
below) plus 15 basis points; plus, in each case, accrued and unpaid interest on the principal amount of 2044 Notes being redeemed to the Redemption Date. 

At any time on or after April 15, 2044, the Redemption Price with respect to the 2044 Notes shall be equal to 100% of the principal amount
of the 2044 Notes to be redeemed, plus accrued and unpaid interest thereon to the Redemption Date. 
 9. The Company may
redeem the 2027 Notes prior to maturity at its option, at any time in whole or from time to time in part. Prior to March 15, 2027, the Redemption Price with respect to the 2027 Notes shall be equal to the greater of: 

(a) 100% of the principal amount of the 2027 Notes to be redeemed, and 

(b) as determined by the Quotation Agent (as defined below), the sum of the present values of the Remaining Scheduled Payments
(as defined below) of principal and interest on the 2027 Notes to be redeemed that would be due if the 2027 Notes matured on the Par Call Date (as defined below), 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 (as defined below) plus 15 basis points; plus, in each case, accrued and unpaid interest on the
principal amount of 2027 Notes being redeemed to the Redemption Date. 
 At any time on or after March 15, 2027, the Redemption Price
with respect to the 2027 Notes shall be equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest thereon 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, with respect to a series of Notes, the United States Treasury security selected by
the Quotation Agent as having a maturity comparable to the remaining term of the Notes of such series to be redeemed (assuming, with respect to the 2027 Notes, that they matured on the Par Call Date) 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 Notes of such series to be redeemed; 

“Comparable Treasury Price” means, for any Redemption Date, the average of the Reference Treasury Dealer Quotations
for that Redemption Date; 
 “Par Call Date” means, with respect to the 2027 notes, March 15, 2027; 

“Primary Treasury Dealer” means a primary U.S. government securities dealer in New York City; 

  
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 “Quotation Agent” means the Reference Treasury Dealer appointed by the
Company to act as a quotation agent; 
 “Reference Treasury Dealer” means: (i) with respect to the 2044 Notes
(A) Merrill Lynch, Pierce, Fenner & Smith Incorporated and any Primary Treasury Dealer selected by each of Credit Agricole Securities (USA) Inc. and Wells Fargo Securities, LLC, and any of such parties’ successors, and
(B) any other Primary Treasury Dealer selected by the Company; and (ii) with respect to the 2027 Notes, each of BNP Paribas Securities Corp., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, and their respective successors;
provided, however, that with respect to a series of Notes, if any of the entities listed above for such series ceases to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer for such series of
Notes; 
 “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and 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 at 5:00 p.m., Eastern time
by such Reference Treasury Dealer on the third Business Day preceding such Redemption Date; and 
 “Remaining Scheduled
Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal and interest on such Note that would be due after the related Redemption Date but for such redemption; provided, however, that if such
Redemption Date is not a 2044 Notes Interest Payment Date with respect to the additional 2044 Notes or a 2027 Notes Interest Payment Date with respect to the 2027 Notes, 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. 
 10. In the case of a partial redemption
of the Notes of a series, the Notes to be redeemed shall be selected by the Trustee from the outstanding Notes of such series not previously called for redemption, in the case of the 2027 Notes, in accordance with the procedures of the Depository
and, in the case of the 2044 Notes, by such method as the Trustee shall deem fair and appropriate (or, in the case of Notes issued in global form, by such method as the Depository may require), and, in each case, which may provide for the selection
for redemption of portions of the principal of the Notes of such series. A partial redemption shall not reduce the portion of the principal amount of a Note not redeemed to a principal amount of less than $2,000. Notice of any redemption will be
mailed by first class mail at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes of the series to be redeemed at its registered address. If any Notes are to be redeemed in part only, the notice of
redemption will state the portion of the principal amount of the Notes of the series to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for
cancellation of the original Note. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes or the portions of the Notes called for redemption. 

  
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 11. Section 703 of the Indenture is replaced with the following in its
entirety for purposes of the Notes only: 
 The Company shall: 

(1) file with the Trustee, within 30 days after the Company has filed the same with the Commission, unless such reports are
available on the Commission’s EDGAR filing system (or any successor thereto), 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 the Company 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; 

(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 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 703
as may be required by rules and regulations prescribed from time to time by the Commission. 
 12. The Company has no
obligation to redeem, purchase or repay the Notes pursuant to any mandatory redemption or sinking fund or analogous provisions or at the option of the Holder thereof. 

13. The entire principal amount of the Notes of a series shall be payable upon declaration of acceleration of the Maturity of
the Notes of such series pursuant to the Indenture. 
 14. The defeasance and covenant defeasance provisions of Article
Fourteen of the Indenture shall apply to the Notes. 
 15. The Trustee, the initial Paying Agent and the initial Security
Registrar for the Notes shall be U.S. Bank National Association. The Security Register for the Notes shall be initially maintained at, and the place where such Notes may be surrendered for registration of transfer or exchange shall be, the
Trustee’s Corporate Trust Office located at 1349 West Peachtree Street, Suite 1050, Atlanta, Georgia 30309. 

  
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 16. The additional 2044 Notes will be issued in registered permanent global form
and each evidenced by a global security (a “Global Security”) in substantially the form attached hereto as Exhibit II-A, and the 2027 Notes will be issued in registered permanent global form
and each evidenced by a Global Security in substantially the form attached hereto as Exhibit II-B, with such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by the Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of the Indenture, as may be required to comply with any law or with any rules or
regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing each such Global Security, as evidenced by their execution of such Global Security. The
beneficial owners of interests in each of the Global Securities may exchange such interests for the applicable series of Notes in certificated form (the “Definitive Notes”) only in limited circumstances as provided in the Indenture. In the
event that Definitive Notes are issued in exchange for a Global Security, the form of certificate evidencing each Definitive Note shall be in substantially the form of the applicable attached Global Security, with such changes as are necessary to
evidence the applicable series of Notes in definitive form rather than as a Global Security. The Company initially appoints DTC to act as Depository with respect to the Notes. 

17. The Notes are issuable in denominations of $2,000 and any integral multiples of $1,000 in excess thereof. 

18. The Events of Default set forth in the Indenture shall apply to the Notes. 

19. The Company will not pay Additional Amounts on the Notes held by any Holder who is not a United States person in respect of
any tax, assessment or governmental charge withheld or deducted. 
 20. The Company may, at any time, without the consent of
the Holders of the Notes of a series, create and issue additional securities having the same ranking, interest rate, maturity and other terms as the Notes of such series. Any such additional securities shall be consolidated and form the same series
of the Notes of such series having the same terms as to status, redemption and otherwise as the Notes of such series under the Indenture. 

Each of us further certifies that the form and terms of the Notes as established in this certificate have been established pursuant to
Section 301 of the Indenture and comply with the Indenture. 
 [Signature page follows] 

  
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 IN WITNESS WHEREOF, I have executed this certificate as of the date first written above. 

 

					
	By:	 	  

		 	Name:	 	Christopher T. Forsythe
		 	Title:	 	Senior Vice President and
		 		 	Chief Financial Officer


 IN WITNESS WHEREOF, I have executed this certificate as of the date first written above. 

 

					
	By:	 	  

		 	Name:	 	Phillip L. Allbritten
		 	Title:	 	Associate General Counsel and Assistant Corporate Secretary


 Officer’s Certificate Pursuant to Section 301 of the Indenture