exv10w6wb






EXHIBIT 10.6(b)




SUPPLEMENTAL CONFIRMATION




	 	 	 

	To:

	 	Atmos Energy Corporation
	 

	 	P.O. Box 650205
	 

	 	Dallas, Texas 75265-0205
	 
	 	 
	From:

	 	Goldman, Sachs & Co.
	 
	 	 
	Subject:

	 	Accelerated Stock Buyback
	 
	 	 
	Ref. No:
	 	 
	 
	 	 
	Date:

	 	July 1, 2010






          The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the
Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”) and Atmos Energy Corporation
(“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This
Supplemental Confirmation is a binding contract between GS&Co. and Counterparty as of the relevant
Trade Date for the Transaction referenced below.



1. This Supplemental Confirmation supplements, forms part of, and is subject to the Master
Confirmation dated as of July 1, 2010 (the “Master Confirmation”) between the Contracting Parties,
as amended and supplemented from time to time. All provisions contained in the Master Confirmation
govern this Supplemental Confirmation except as expressly modified below.



2. The terms of the Transaction to which this Supplemental Confirmation relates are as follows:




	 	 	 
	Trade Date:

	 	July 1, 2010
	 
	 	 
	Forward Price Adjustment Amount:

	 	USD 0.35
	 
	 	 
	Calculation Period Start Date:

	 	July 2, 2010
	 
	 	 
	Scheduled Termination Date:

	 	March 1, 2011
	 
	 	 
	First Acceleration Date:

	 	September 7, 2010
	 
	 	 
	Prepayment Amount:

	 	USD 100,000,000
	 
	 	 
	Prepayment Date:

	 	July 7, 2010
	 
	 	 
	Counterparty Additional Payment Amount:

	 	USD 450,000






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	Initial Shares:

	 	2,958,580 Shares; provided that
if, in connection with the
Transaction, GS&Co. is unable,
after using its good faith
commercially reasonable efforts,
to borrow or otherwise acquire a
number of Shares equal to the
Initial Shares for delivery to
Counterparty on the Initial Share
Delivery Date, the Initial Shares
delivered on the Initial Share
Delivery Date shall be reduced to
such number of Shares that GS&Co.
is able to so borrow or otherwise
acquire, and GS&Co. shall use
reasonable good faith efforts to
borrow or otherwise acquire a
number of Shares equal to the
shortfall in the Initial Share
Delivery and to deliver such
additional Shares as soon as
reasonably practicable. The
aggregate of all Shares delivered
to Counterparty in respect of the
Transaction pursuant to this
paragraph shall be the “Initial
Shares” for purposes of “Number of
Shares to be Delivered” in the
Master Confirmation.
	 
	 	 
	Initial Share Delivery Date:

	 	July 7, 2010
	 
	 	 
	Termination Price:

	 	USD 8.11 per Share
	 
	 	 
	Additional Relevant Days:

	 	The 10 Exchange Business Days
immediately following the
Calculation Period.






	 	 	 	 	 
	 

	 	Scheduled Ex-Dividend Date:
	 	Ordinary Dividend Amount:
	 
	 	 	 	 
	For calendar
quarter ending on
September 30, 2010

	 	August 23, 2010
	 	USD 0.335 per Share (the
“Current Dividend
Amount”)
	 
	 	 	 	 
	For calendar
quarter ending on
December 31, 2010

	 	November 23, 2010
	 	Up to 103% of the
Current Dividend Amount
	 
	 	 	 	 
	For calendar
quarter ending on
March 31, 2011

	 	Any day in February 2011
on or after February 14,
2011
	 	Up to 103% of the
Current Dividend Amount





3. Paragraph 9(b) of the Master Confirmation is hereby amended by replacing the words “three
months” with the words “one month” in clauses (ii)(A), (ii)(B) and (iii) thereof.



4. Counterparty represents and warrants to GS&Co. that neither it nor any “affiliated purchaser”
(as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the
proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full calendar weeks
immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date
occurs.



5. This Supplemental Confirmation may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this Supplemental
Confirmation by signing and delivering one or more counterparts.






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     Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and
immediately upon receipt so that errors or discrepancies can be promptly identified and rectified
and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth
the terms of the agreement between GS&Co. and Counterparty with respect to the Transaction to which
this Supplemental Confirmation relates, by manually signing this Supplemental Confirmation or this
page hereof as evidence of agreement to such terms and providing the other information requested
herein and immediately returning an executed copy to Equity Derivatives Documentation Department,
facsimile No. 212-428-1980/83.



	 	 	 	 	 
	 	Yours sincerely,



GOLDMAN, SACHS & CO.

 	 
	 	By:  	/s/ JONATHAN LIPNICK
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 


Agreed and Accepted By:




ATMOS ENERGY CORPORATION




	 	 	 	 	 

	By: 

	/s/ FRED E. MEISENHEIMER
 

Name: Fred E. Meisenheimer
	 	 
	 

	Title: Senior Vice President and Chief	 	 
	 

	Financial Officer