exv10w4xby






Exhibit 10.4(b)




FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED

CREDIT AGREEMENT AND THE AMENDED AND RESTATED

INTERCREDITOR AGREEMENT




          This FIRST AMENDMENT, dated as of April 1, 2009 (this “Amendment”) to (i) the THIRD
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 30, 2008 (as amended, supplemented or
otherwise modified prior to the date hereof, the “Credit Agreement”) among ATMOS ENERGY
MARKETING, LLC, a Delaware limited liability company (the “Borrower”), BNP PARIBAS, a bank
organized under the laws of France, as a Bank, as an Issuing Bank, and as Administrative Agent for
the Banks, and as Collateral Agent, FORTIS BANK SA/NV, NEW YORK BRANCH, a bank organized under the
laws of Belgium, as a Bank, as an Issuing Bank, and as Documentation Agent, SOCIÉTÉ GÉNÉRALE, as
syndication agent (in such capacity, “Syndication Agent”), an Issuing Bank, and a Bank, and
each other financial institution which may become a party hereto (collectively the “Banks”)
and (ii) the Intercreditor Agreement (as defined in the Credit Agreement).




          WHEREAS, the Borrower has requested an increase in the Total Committed Line Portion pursuant
to Section 2.14 of the Credit Agreement and certain other changes relating to the procedures for
issuing Letters of Credit under the Credit Agreement; and




          WHEREAS, the Administrative Agent has requested a documented procedure for the authorization
by the Administrative Agent of amendments to, or issuance of, L/C Borrowings;




          NOW, THEREFORE, in consideration of the premises herein contained and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows:




          1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings ascribed to them in the Credit Agreement.




          2. Amendment to Section 1.01 of the Credit Agreement (Defined Terms). (a) The
definition of “Banks” in Section 1.1 of the Credit Agreement is hereby amended by deleting it in
its entirety and inserting in lieu thereof the following:





     “‘Banks’ shall mean Fortis, BNP Paribas, Société Générale, NATIXIS, acting
through its New York Branch, RZB Finance, LLC, Brown Brothers Harriman & Co., The Royal Bank
of Scotland plc, Rabobank, Lloyds, Calyon, DZ Bank, Trustmark and each additional lending
institution added to this Agreement, through an amendment to this Agreement, by execution of
a Committed Line Portion Addendum, or through an Assignment and Acceptance in accordance with
Subsection 11.08(a) hereof. References to the “Banks” shall include Fortis, BNP
Paribas and Société Générale including each in its capacity as an Issuing Bank and BNP
Paribas in its capacity as the Swing Line Bank; for purposes of clarification only, to the
extent that Fortis, BNP Paribas or Société Générale may have any rights or obligations in
addition to those of the Banks due to their status as an Issuing Bank and as Agents, as
applicable, Fortis’, BNP Paribas’ and Société Générale’s status as such will be specifically
referenced.”



          (b) The definition of “Continuing Agreement for Letters of Credit” in Section 1.1 of the
Credit Agreement is hereby amended by adding at the end thereof the following additional language
“and each other financial institution that becomes an Issuing Bank under this Agreement”
immediately after the phrase “and Société Générale” and immediately before the punctuation “.”.




 









 





          (c) The definition of “Issuing Bank Sub-Limit” in Section 1.1 of the Credit Agreement is
hereby amended by deleting it in its entirety and inserting in lieu thereof the following:





“‘Issuing Bank Sub-Limit’ means, with respect to each Issuing Bank, the limit
set opposite such Issuing Bank under the heading “Sub-Limit” in the table below,
subject to the modifications to such limits arising under Section 11.01;
provided that while any Bank qualifies as a Defaulting Bank hereunder, each
Issuing Bank’s “Sub-Limit” as set forth in the table below shall be reduced to an
amount equal to the product of (a) such Issuing Bank’s Issuing Percentage Cap
(expressed as a decimal, rounded to the ninth decimal place) at such time
multiplied by (b) the Total Available Committed Line Portion at such
time, rounded to the nearest whole dollar:



	 	 	 
	Issuing Bank	 	Sub-Limit
	BNP Paribas
	 	$171,000,000
	Fortis
	 	$171,000,000
	Société Générale
	 	  $130,000,000”






          (d) The definition of “Issuing Percentage Cap” in Section 1.1 of the Credit Agreement is
hereby amended by deleting the table set forth at the end thereof in its entirety and inserting in
lieu thereof the following table:




	 	 	 
	“Issuing Bank	 	Issuing Percentage
	BNP Paribas
	 	38.0%
	Fortis
	 	38.0%
	Société Générale
	 	28.88889%”







     (e) The definition of “Swap Bank” in Section 1.1 of the Credit Agreement is hereby
amended by adding immediately after the phrase “NATIXIS, acting through its New York Branch,”
and immediately before “or their respective Affiliates” the following “Calyon,”;



          (f) Section 1.1 of the Credit Agreement is hereby further amended by adding the following new
terms in their appropriate alphabetical order:





     “Automatic Sub-Limit Reduction Amount” means, with respect to any Issuing
Bank for any Automatic Sub-Limit Reduction Event, an amount equal to the product of
such Issuing Bank’s Issuing Percentage Cap times the amount of the increase of the
applicable Bank’s Available Committed Line Portion arising from such Automatic
Sub-Limit Reduction Event.




     “Automatic Sub-Limit Reduction Event” has the meaning ascribed to such
term in Section 11.01 hereof.




     “Calyon” means Calyon New York Branch.



-2-









 






     “DZ Bank” means DZ BANK AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main.




     “Lloyds” means Lloyds TSB Bank plc.




     “Rabobank” means Cooperatieve Centrale Raiffeisen — Boerenleenbank B.A.,
“Rabobank Nederland”, New York Branch.




     “Trustmark” means Trustmark National Bank.



          3. Amendment to Section 3.01(b)(x) of the Credit Agreement. Section 3.01(b)(x) is
hereby amended by deleting the reference to “Issuance Cap Sub-Limit” and inserting in lieu thereof
“Issuing Bank Sub-Limit”.




          4. Amendment to Section 3.02(a) of the Credit Agreement. Section 3.02(a) is hereby
amended by adding the following language at the end of Section 3.02(a):





“Upon receipt by an Issuing Bank of a Letter of Credit request, such Issuing Bank
shall confirm with the Administrative Agent that the Administrative Agent has received
a copy of such request and, if not, such Issuing Bank shall provide the Administrative
Agent with a copy thereof. Upon receipt by such Issuing Bank of confirmation from the
Administrative Agent in writing, in the form of Exhibit K hereto, that the
requested issuance or amendment is permitted in accordance with the terms hereof, such
Issuing Bank shall, on the requested date, issue such Letter of Credit for the account
of the requesting Borrower or issue the applicable amendment, as the case may be, in
each case in accordance with such Issuing Bank’s usual and customary business
practices.”



          5. Amendment to Section 8.11 of the Credit Agreement. The definition of “Storage and
Unhedged Transportation Exposure” set forth in Section 8.11 is hereby amended by adding the word
“net” immediately after the phrase “amount of all” and immediately before the phrase “contractual
costs for storage contracts in excess of three (3) months”.




          6. Amendment to Section 11.01 of the Credit Agreement. (a) Clause (ii) of the second
sentence of Section 11.01 is hereby amended by deleting “or” as it appears immediately after the
phrase “modifying the treatment” and immediately before the phrase “payments or disbursements” and
inserting in lieu thereof “of”.




          (b) Clause (iii) of the second sentence of Section 11.01 is hereby amended by deleting the
reference to “Section 10” and inserting in lieu thereof “Article X”;




          (c) The second sentence of Section 11.01 is hereby further amended by deleting in its entirety
the language therein that begins with the phrase “provided further that” and ends
with the phrase “promptly upon its effective date.” and inserting in lieu thereof the following:





“provided further that the defined terms “Issuance Cap”, “Issuing Bank
Sub-Limit” and “Issuing Percentage Cap” may, with respect to any Issuing Bank, be
amended from time to time, upon the written consent of such Issuing Bank and the
Borrower, which written consent shall be notified by the applicable Issuing Bank to
the Administrative Agent and each other Bank promptly upon or prior to the effective
date of such modification, and;



-3-









 






provided further that the defined term “Issuing Bank Sub-Limit” shall,
with respect to each Issuing Bank, upon the effective date of any increase in any
Bank’s Committed Line Portion, to the extent that such increase arises (a) from an
assignment by another Bank hereunder of its Loans, L/C Obligations or Committed Line
Portion, or (b) by merger, consolidation or any other combination with another Bank
hereunder (each of (a) and (b), an “Automatic Sub-Limit Reduction Event”), be
automatically reduced by an amount equal to such Issuing Bank’s Automatic Sub-Limit
Reduction Amount for a period of ten (10) Business Days and after the expiration of
such period with respect to any Automatic Sub-Limit Reduction Event, the Issuing Bank
Sub-Limit of each Issuing Bank shall be automatically increased by an amount equal to
the Automatic Sub-Limit Reduction Amount unless such Issuing Bank (x) has at such time
submitted a written confirmation to the Administrative Agent and the Borrower setting
forth a revised Issuing Bank Sub-Limit, which revised Issuing Bank Sub-Limit shall not
be less than such Issuing Bank’s Issuing Bank Sub-Limit that resulted automatically
from the occurrence of the applicable Automatic Sub-Limit Reduction Event, or (y) is
(and for so long as it continues) diligently pursuing internal approvals with respect
to a revised Issuing Bank Sub-Limit, which shall be confirmed in writing by such
Issuing Bank upon request by the Borrower or the Administrative Agent.”



          7. Amendment of Schedule 2.01 to the Credit Agreement. The Credit Agreement is hereby
amended by replacing Schedule 2.01 to the Credit Agreement with the Annex 1 attached
hereto.




          8. Amendments of Schedule 11.02 and Exhibits A, B, C, F and G to the Credit Agreement.
Schedule 11.02 and Exhibits A, B, C, F and G are hereby amended by deleting each reference to
“Edward Chin” and his telephone number “(212) 841-2020” listed therein and inserting in lieu
thereof “Andrew Stratos” and his telephone number “(917) 472-4717”.




          9. Amendment of Exhibit J to the Credit Agreement. The SPT Activity Report table and
the lead-in language thereto set forth in Exhibit J of the Credit Agreement is hereby amended by
deleting such table and lead-in language in their entireties and replacing them with the table and
lead-in language set forth on Annex 2 attached hereto.




          10. Addition of Exhibit K to the Credit Agreement. The Credit Agreement is hereby
amended by adding a new exhibit, “Exhibit K” in the form attached as Annex 3 hereto.




          11. Amendment of Section 1.01 to the Intercreditor Agreement. The table set forth in
the definition of “Permitted SPT Bank Close-Out Amount” in Section 1.01 of the Intercreditor
Agreement is hereby amended by inserting the following as a new row at the end of the existing
table:




	 	 	 	 	 	 	 
	Calyon
	 	$25,000,000
	 	N/A
	 	$25,000,000






          12. Representations. To induce the Administrative Agent and the Banks to enter into
this Amendment, the Borrower ratifies and confirms each representation and warranty set forth in
the Credit Agreement as if such representations and warranties were made on even date herewith, and
further represents and warrants that (a) no material adverse change has occurred in the financial
condition or business prospects of the Borrower since the date of the last financial statements
delivered to the Administrative Agent and the Banks, (b) no Default or Event of Default has
occurred and is continuing, and (c) the Borrower is fully authorized to enter into this Amendment.




-4-









 





          13. Conditions Precedent. This Amendment shall become effective on the first date
(the “Effective Date”) on which each of the following conditions precedent shall have been
satisfied:




          (a) Fees and Expenses. The Agents and the Banks shall have received payment of all
fees and expenses owed to them by the Borrower as of the Effective Date, including, without
limitation, the fees payable under that certain Fee Letter, dated as of the date hereof, by and
among BNP Paribas, Atmos and each New Bank,




          (b) Delivered Documents. On the Effective Date, the Administrative Agent shall have
received duly executed and delivered counterparts of:





     (i) this Amendment, executed by a duly authorized officer of each of the Borrower and
the Required Banks;




     (ii) the Acknowledgment and Consent to the Amendment, duly executed and delivered by
(A) Atmos Energy Holdings, Inc. (“AEH”) confirming its obligations under the Amended
and Restated Guaranty and (B) Atmos Energy Corporation, with respect to its obligations
under the Atmos Support Agreement;




     (iii) each Assignment and Assumption Agreement, dated as of the date hereof, executed
by and among each applicable Issuing Bank, Rabobank, and the Administrative Agent,
documenting the assignment of a portion of such Issuing Bank’s Committed Line Portion to
Rabobank;




     (iv) the Committed Line Portion Addendum of each New Bank that is undertaking a
Committed Line Portion;




     (v) Notes for each New Bank, in a maximum principal amount equal to the amount set
opposite such New Bank’s name as its “Dollar Amount” on Schedule 2.01 as attached hereto as
Annex 1;




     (vi) the legal opinions of (A) John R. Bonica as counsel to the Borrower and AEH, as to
corporate formalities of the Borrower and AEH, and the due execution and enforceability of
the Amendment, the Acknowledgement and Consent, the AEH Guaranty, and related documents, and
(B) the legal opinion of Louis P. Gregory as counsel to Atmos Energy Corporation, as to
corporate formalities of AEC and the due execution and enforceability of the Acknowledgement
and Consent and the Support Agreement, and related documents




     (vii) copies of the resolutions of the members of the Borrower, AEH and AEC, if any,
authorizing the amendments and transactions contemplated hereby; and




     (viii) such other documents or certificates as the Administrative Agent or counsel to
the Administrative Agent may reasonably request.



          (c) No Default. On the Effective Date, the Borrower shall be in compliance in all
material respects with all of the terms and provisions set forth in the Credit Agreement and the
other Loan Documents on its part to be observed and no Event of Default shall have occurred and be
continuing.




-5-









 





          14. Miscellaneous.




          (a) Limited Effect. Except as expressly consented to hereby, the Credit Agreement and
the other Loan Documents shall remain in full force and effect in accordance with their respective
terms, without any consent, amendment, waiver or modification of any provision thereof;
provided, however, that upon the Effective Date, all references herein and therein
to the “Loan Documents” shall be deemed to include, in any event, the Credit Agreement, this
Amendment, the Notes, the Guaranty, the Security Documents, the L/C-Related Documents, SPT
Contracts, the Three Party Agreement, the Atmos Support Agreement, the Intercreditor Agreement, the
Mellon Control Agreement and all other documents delivered to the Administrative Agent or any Bank
in connection herewith and therewith.




          (b) Severability. In case any of the provisions of this Amendment shall for any
reason be held to be invalid, illegal, or unenforceable, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this Amendment shall be construed
as if such invalid, illegal, or unenforceable provision had never been contained herein.




          (c) Execution in Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument, and any
party hereto may execute this Amendment by signing one or more counterparts. Delivery of an
executed counterpart of a signature page to this Amendment by facsimile or telecopier shall be
effective as delivery of an originally executed counterpart of this Amendment.




          (D) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT, THE BANKS AND
ALL AGENT-RELATED PERSONS SHALL RETAIN ALL RIGHTS UNDER FEDERAL LAW.




          (e) Rights of Third Parties. All provisions herein are imposed solely and exclusively
for the benefit of the Borrower, Administrative Agent, the Banks, Agent-Related Persons, and their
permitted successors and assigns, and no other Person shall be a direct or indirect legal
beneficiary of, or have any direct or indirect cause of action or claim in connection with this
Amendment or any of the other Loan Documents.




          (f)
COMPLETE AGREEMENT. THIS WRITTEN AMENDMENT AND THE OTHER WRITTEN AGREEMENTS
ENTERED INTO AMONG THE PARTIES REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.




[SIGNATURES FOLLOW]




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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	ATMOS ENERGY MARKETING, LLC

 	 
	 	By:  	/s/ C. RICHARD ALFORD
 	 
	 	 	Name:  	C. Richard Alford 	 
	 	 	Title:  	Senior Vice President 	 
	 



[SIGNATURE PAGE FOR FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]





 









 





	 	 	 	 	 	 	 
	 	 	BNP PARIBAS,	 	 
	 	 	as Administrative Agent, Collateral Agent and as	 	 
	 	 	a Bank, Issuing Bank, and Swing Line Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ KEITH COX
 

Name: Keith Cox
	 	 
	 

	 	 	 	Title:   Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ ANDREW STRATOS	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Andrew Stratos	 	 
	 

	 	 	 	Title:   Vice President	 	 






[SIGNATURE PAGE FOR FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]




 









 





	 	 	 	 	 	 	 
	 	 	FORTIS BANK SA/NV, NEW YORK BRANCH,	 	 
	 	 	a licensed
branch of FORTIS BANK SA/NV, as Documentation
Agent, Issuing Bank and a Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ MICHIEL V.M. VAN DER VOORT
 

Name: Michiel V.M. Van Der Voort
	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ JOHN G. SULLIVAN	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: John G. Sullivan	 	 
	 

	 	 	 	Title:   Managing Director	 	 






[SIGNATURE PAGE FOR FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]




 









 





	 	 	 	 	 
	 	SOCIÉTÉ GÉNÉRALE,

as Syndication Agent, an Issuing Bank and as a
Bank

 	 
	 	By:  	/s/ CHUNG-TAEK OH
 	 
	 	 	Name:  	Chung-Taek Oh 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                                  /s/ EMMANUEL CHESNEAU
 	 
	 	 	Name:  	Emmanuel Chesneau 	 
	 	 	Title:  	Managing Director 	 
	 



[SIGNATURE PAGE FOR FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]





 









 





	 	 	 	 	 
	 	NATIXIS, acting through its New York Branch, as a
Bank

 	 
	 	By:  	/s/ DAVID PERSHAD
 	 
	 	 	Name:  	David Pershad 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                                   /s/ VINCENT LAURAS
 	 
	 	 	Name:  	Vincent Lauras 	 
	 	 	Title:  	Managing Director 	 
	 



[SIGNATURE PAGE FOR FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]





 









 





	 	 	 	 	 
	 	RZB FINANCE LLC,

as a Bank

 	 
	 	By:  	/s/ NANCY REMINI
 	 
	 	 	Name:  	Nancy Remini 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                                   /s/ HERMINE KIROLOS
 	 
	 	 	Name:  	Hermine Kirolos 	 
	 	 	Title:  	Group Vice President 	 
	 



[SIGNATURE PAGE FOR FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]





 









 





	 	 	 	 	 
	 	BROWN BROTHERS HARRIMAN & CO., as a Bank
 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE FOR FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]





 









 





	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC, as a Bank
 	 
	 
	 	By:  	/s/ BRIAN WILLIAMS
 	 
	 	 	Name:  	Brian Williams 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE FOR FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT]





 









 








ANNEX 1 TO

FIRST AMENDMENT




SCHEDULE 2.01

COMMITTED LINE AND

COMMITTED LINE PORTION

(EXCLUDING SWAP CONTRACTS AND PHYSICAL TRADE CONTRACTS)





	I.	 	Committed Line:





	 	 	 	 	 
	A. Maximum Line:
	 	$	450,000,000	 
	 
	B. Total Committed Line Portions
	 	$	450,000,000	 
	 
	C. Total Committed Percentage:
	 	 	100	%







	II.	 	Committed Line Portions:





	 	 	 	 	 	 	 	 	 
	Line:	 	Bank	 	Dollar Amount	 
	Borrowing Base Line	 	Fortis Bank SA/NV, New York
Branch
	 	$	70,000,000	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	BNP Paribas
	 	$	70,000,000	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Société Générale
	 	$	70,000,000	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	The Royal Bank of Scotland plc
	 	$	52,000,000	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	NATIXIS, acting through its
New York Branch
	 	$	35,000,000	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	RZB Finance LLC
	 	$	15,000,000	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Brown Brothers Harriman & Co.
	 	$	15,000,000	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Rabobank Nederland, New York
Branch
	 	$	50,000,000	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Lloyds TSB Bank plc
	 	$	20,000,000	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Calyon, New York Branch
	 	$	23,000,000	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	DZ BANK AG Deutsche
Zentral-Genossenschaftsbank,
Frankfurt am Main
	 	$	15,000,000	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Trustmark National Bank
	 	$	15,000,000	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Total Committed Line Portion:
	 	$	450,000,000	 







 









 








ANNEX 2

TO FIRST AMENDMENT




SPT ACTIVITY REPORT AS OF [DATE]




In my capacity as Responsible Officer for ATMOS ENERGY MARKETING, LLC, I hereby certify that as of the date written
above, the amounts indicated below were accurate and true as of the date of preparation. I also certify that SPT Contract related activity has not
exceeded the limitations set forth in Section 8.16 of the Credit Agreement.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Current	 	 
	 	 	Maximum	 	Maximum	 	Maximum	 	 	 	 	 	Current	 	Aggregate	 	 
	 	 	Swap Bank	 	Physical Trade	 	SPT Bank	 	Current Swap	 	Physical Trade	 	SPT Bank	 	Available
	 	 	Close-Out	 	Bank Close-	 	Close-Out	 	Bank Close-	 	Bank Close-Out	 	Close-Out	 	SPT Close-
	SPT Bank	 	Amount	 	Out Amount	 	Amount	 	Out Amount	 	Amount	 	Amount	 	Out Amount
	BNP Paribas
	 	$	25,000,000	 	 	$	25,000,000	 	 	$	25,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fortis Bank SA/NV, New York
Branch
	 	$	25,000,000	 	 	$	25,000,000	 	 	$	25,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Société Générale
	 	$	25,000,000	 	 	$	25,000,000	 	 	$	25,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	The Royal Bank of Scotland
plc
	 	$	25,000,000	 	 	$	25,000,000	 	 	$	25,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NATIXIS, acting through its
New York Branch
	 	$	25,000,000	 	 	 	N/A	 	 	$	25,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RZB Finance LLC
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Brown Brothers Harriman & Co.
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calyon New York Branch
	 	$	25,000,000	 	 	 	N/A	 	 	$	25,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DZ BANK AG Deutsche
Zentral-Genossenschaftsbank,
Frankfurt am Main
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lloyds TSB Bank plc
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rabobank
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trustmark National Bank
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals
	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 









 








ANNEX 3

TO FIRST AMENDMENT




EXHIBIT K




(AGENT BANK LETTERHEAD)




FORM OF ADMINISTRATIVE AGENT CONFIRMATION OF

LETTER OF CREDIT ISSUANCE/ AMENDMENT APPROVAL



[DATE]




To: [Issuing Bank]




     Re: Confirmation of Approval



Dear [Issuing Bank]:




          Reference is made herein to that certain Third Amended and Restated Credit Agreement, dated as
of December 30, 2008 (as amended by that First Amendment dated as of April 1, 2009, and as
otherwise amended, supplemented or otherwise modified prior to the date hereof, the “Credit
Agreement”) among Atmos Energy Marketing, LLC, a Delaware limited liability company (the
“Borrower”), BNP Paribas, a bank organized under the laws of France, as a Bank, as an
Issuing Bank, and as Administrative Agent for the Banks, and as Collateral Agent, Fortis Bank
SA/NV, New York Branch, a bank organized under the laws of Belgium, as a Bank, as an Issuing Bank,
and as Documentation Agent, Société Générale, as syndication agent (in such capacity,
“Syndication Agent”), an Issuing Bank, and a Bank, and each other financial institution
which may become a party hereto (collectively the “Banks”).




          Pursuant to Section 3.02(a) of the Credit Agreement, the Administrative Agent hereby confirms
that the [Issuance/Amendment] of the Letter of Credit requested by the Borrower as of [                    ],
2009, pursuant to its submission of the [L/C Application/ LC Amendment Application] attached hereto
as Annex 1 is permitted in accordance with the terms of the Credit Agreement [and,
immediately prior to and after giving effect to the Issuance of such Letter of Credit, no condition
set forth in Section 3.01(b) of the Credit Agreement shall exist or result therefrom].




 









 





	 	 	 	 	 
	 	BNP PARIBAS, a bank organized under the laws of

France, as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





ANNEX 1 TO

L/C ISSUANCE/AMENDMENT APPROVAL




[L/C APPLICATION/ L/C AMENDMENT]