exv4w2






EXHIBIT 4.2




          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 DEPOSITORY, 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




8.50% Senior Notes due 2019




	 	 	 
	No. 1

	 	CUSIP NO. 049560 AJ4
	 

	 	ISIN NO.  US045960AJ40





 









 






          Atmos Energy Corporation, a Texas and Virginia corporation (herein called the “Company”, which
term includes any successor entity under the Indenture, hereinafter defined), for value received,
hereby promises to pay to Cede & Co. or registered assigns the principal sum of FOUR HUNDRED FIFTY
MILLION DOLLARS ($450,000,000) on March 15, 2019 (the “Maturity Date”), at the office or agency of
the Company referred to below, and to pay interest thereon from March 26, 2009, or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on
March 15 and September 15 in each year (each, an “Interest Payment Date”), commencing March 26,
2009 at 8.50% 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 March 26, 2009, 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. 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 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
March 1 or September 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.




 









 








          Unless the certificate of authentication hereon has been duly executed by the Trustee 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
the 8.50% Senior Notes due 2019 (the “Securities”), issued under an Indenture dated as of March 26,
2009, as it may be supplemented from time to time (referred to herein as the “Indenture”), between
the Company and U.S. Bank National Association, as trustee (referred to herein as the “Trustee”,
which term includes any successor trustee under the Indenture with respect to the series of which
this Security is a part). A reference is hereby made to the Indenture 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, except as otherwise provided herein.




          The Securities are initially limited to $450,000,000 aggregate principal amount. The Company
may, at any time, without the consent of the Holders of the Securities, create and issue additional
securities having the same ranking, interest rate, maturity and other terms as the Securities. Any
such additional securities shall be consolidated and form the same series of the Securities having
the same terms as to status, redemption and otherwise as the Securities under the Indenture.




          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.




          Optional Redemption. 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 to be redeemed, 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 to be redeemed 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 50 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 to be redeemed.




          “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 the Company.




          “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, the Company will replace Banc of America Securities LLC as Reference Treasury
Dealer with an entity that is a primary U.S. government securities dealer in New York City.




          “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 Security will be reduced by the amount of interest accrued on such Security 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 Depository Trust Company (“DTC”) during any
period the Securities are issued in the form of a global security registered in the name of DTC or
a nominee thereof; provided that during any period the Securities are issued in certificated form,
the selection of such Securities for redemption will be made by the Trustee by lot or by such other
method as the Trustee in its sole discretion shall deem fair and appropriate. A partial redemption
shall not reduce the portion of the principal amount of a Security not redeemed to a principal
amount of less than $2,000. 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 the Securities. Certain
limited amendments may be effected under the Indenture at any time by the Company and the Trustee
without the consent of any Holders of the Securities. Certain other amendments affecting the
Securities may only be effected under the Indenture with the consent of the Holders of not less
than a majority in aggregate principal amount of the Securities at the time Outstanding. 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 affecting
the Securities. Furthermore, provisions in the Indenture permit the Holders of not less than a
majority in principal amount of the Outstanding Securities to waive on behalf of all of the Holders
of all Outstanding Securities certain past defaults under the Indenture in respect of the
Securities 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 represented by 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 minimum denominations of $2,000 and any integral multiple of $1,000 in excess
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 U.S. Bank National Association, 60 Livingston Avenue, St.
Paul, Minnesota 55107.




 









 








          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 capitalized terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.




          Governing Laws. This Security and the Indenture 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.




 









 








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




	 	 	 	 	 
	 	ATMOS ENERGY CORPORATION

 	 
	 	By:  	/s/ LAURIE M. SHERWOOD 	 
	 	 	Name:  	Laurie M. Sherwood 	 
	 	 	Title:  	Vice President and Treasurer	 



	 	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	By:
	 	/s/ DWALA KUHN	 	 
	 

	 	 

Name:  Dwala Kuhn
	 	 
	 
	 	Title: Corporate Secretary	 	 






 









 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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




	 	 	 	 	 
	Dated: March 26, 2009 	U.S. Bank National Association,

     as Trustee

 	 
	 	By:  	
/s/ RICHARD PROKOSCH	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




 









 








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: