<PAGE>

                                                                    EXHIBIT 10.1

                           REVOLVING CREDIT AGREEMENT

                                      among

                            ATMOS ENERGY CORPORATION
                                  as Borrower,

                         THE LENDERS IDENTIFIED HEREIN,

                                       AND

                                  BANK ONE, NA
                            as Administrative Agent,

                                       AND

                                  SUNTRUST BANK
                              as Syndication Agent,

                                       AND

                              BANK OF AMERICA, N.A.
                             as Documentation Agent

                            DATED AS OF JULY 23, 2004

                           J.P. MORGAN SECURITIES INC.
                                       AND
                           SUNTRUST ROBINSON HUMPHREY,
                  A DIVISION OF SUNTRUST CAPITAL MARKETS, INC.
                    as Co-Lead Arrangers and Co-Book Runners

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  PAGE
<S>                                                                                                               <C>
SECTION 1.            DEFINITIONS AND ACCOUNTING TERMS..........................................................    1

         1.1      Definitions...................................................................................    1
         1.2      Computation of Time Periods...................................................................   12
         1.3      Accounting Terms..............................................................................   12
         1.4      Time..........................................................................................   12

SECTION 2.            LOANS.....................................................................................   13

         2.1      Aggregate Commitment..........................................................................   13
         2.2      Method of Borrowing for Loans.................................................................   13
         2.3      Funding of Loans..............................................................................   13
         2.4      Continuations and Conversions.................................................................   14
         2.5      Minimum Amounts...............................................................................   14
         2.6      Reductions of Aggregate Commitment............................................................   15
         2.7      Notes.........................................................................................   15

SECTION 3.            PAYMENTS..................................................................................   15

         3.1      Interest......................................................................................   15
         3.2      Prepayments...................................................................................   16
         3.3      Payment in full at Maturity...................................................................   16
         3.4      Fees..........................................................................................   16
         3.5      Place and Manner of Payments..................................................................   17
         3.6      Pro Rata Treatment............................................................................   17
         3.7      Computations of Interest and Fees.............................................................   18
         3.8      Sharing of Payments...........................................................................   18
         3.9      Evidence of Debt..............................................................................   19

SECTION 4.            ADDITIONAL PROVISIONS REGARDING LOANS.....................................................   20

         4.1      Eurodollar Loan Provisions....................................................................   20
         4.2      Capital Adequacy..............................................................................   21
         4.3      Compensation..................................................................................   22
         4.4      Taxes.........................................................................................   22

SECTION 5.            CONDITIONS PRECEDENT......................................................................   24

         5.1      Closing Conditions............................................................................   24
         5.2      Conditions to Loans...........................................................................   26

SECTION 6.            REPRESENTATIONS AND WARRANTIES............................................................   27

         6.1      Organization and Good Standing................................................................   27
         6.2      Due Authorization.............................................................................   27
         6.3      No Conflicts..................................................................................   27
         6.4      Consents......................................................................................   27
         6.5      Enforceable Obligations.......................................................................   27
</TABLE>

                                      -i-
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                  PAGE
<S>                                                                                                               <C>
         6.6      Financial Condition...........................................................................   28
         6.7      No Material Change............................................................................   28
         6.8      No Default....................................................................................   28
         6.9      Litigation....................................................................................   28
         6.10     Taxes.........................................................................................   28
         6.11     Compliance with Law...........................................................................   29
         6.12     Material Agreements...........................................................................   29
         6.13     ERISA.........................................................................................   29
         6.14     Use of Proceeds...............................................................................   30
         6.15     Government Regulation.........................................................................   30
         6.16     Disclosure....................................................................................   31
         6.17     Environmental Matters.........................................................................   31
         6.18     Insurance.....................................................................................   31
         6.19     Franchises, Licenses, Etc.....................................................................   31
         6.20     Secured Indebtedness..........................................................................   32
         6.21     Subsidiaries..................................................................................   32

SECTION 7.            AFFIRMATIVE COVENANTS.....................................................................   32

         7.1      Information Covenants.........................................................................   32
         7.2      Debt to Capitalization Ratio..................................................................   34
         7.3      Preservation of Existence, Franchises and Assets..............................................   34
         7.4      Books and Records.............................................................................   34
         7.5      Compliance with Law...........................................................................   34
         7.6      Payment of Taxes and Other Indebtedness.......................................................   34
         7.7      Insurance.....................................................................................   35
         7.8      Use of Proceeds...............................................................................   35
         7.9      Audits/Inspections............................................................................   35

SECTION 8.            NEGATIVE COVENANTS........................................................................   35

         8.1      Nature of Business............................................................................   36
         8.2      Consolidation and Merger......................................................................   36
         8.3      Sale or Lease of Assets.......................................................................   36
         8.4      Arm's-Length Transactions.....................................................................   36
         8.5      Fiscal Year; Organizational Documents.........................................................   36
         8.6      Liens.........................................................................................   36

SECTION 9.            EVENTS OF DEFAULT.........................................................................   38

         9.1      Events of Default.............................................................................   38
         9.2      Acceleration; Remedies........................................................................   40
         9.3      Allocation of Payments After Event of Default.................................................   41

SECTION 10.           AGENCY PROVISIONS.........................................................................   42

         10.1     Appointment...................................................................................   42
         10.2     Delegation of Duties..........................................................................   42
</TABLE>

                                      -ii-
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                  PAGE
<S>                                                                                                               <C>
         10.3     Exculpatory Provisions........................................................................   42
         10.4     Reliance on Communications....................................................................   43
         10.5     Notice of Default.............................................................................   43
         10.6     Non-Reliance on Administrative Agent and Other Lenders........................................   44
         10.7     Indemnification...............................................................................   44
         10.8     Administrative Agent in Its Individual Capacity...............................................   45
         10.9     Successor Agent...............................................................................   45

SECTION 11.           MISCELLANEOUS.............................................................................   45

         11.1     Notices.......................................................................................   45
         11.2     Right of Set-Off..............................................................................   46
         11.3     Benefit of Agreement..........................................................................   46
         11.4     No Waiver; Remedies Cumulative................................................................   49
         11.5     Payment of Expenses, etc......................................................................   49
         11.6     Amendments, Waivers and Consents..............................................................   49
         11.7     Counterparts/Telecopy.........................................................................   50
         11.8     Headings......................................................................................   51
         11.9     Defaulting Lender.............................................................................   51
         11.10    Survival of Indemnification and Representations and Warranties................................   51
         11.11    Governing Law; Venue..........................................................................   51
         11.12    Waiver of Jury Trial..........................................................................   52
         11.13    Severability..................................................................................   52
         11.14    Further Assurances............................................................................   52
         11.15    Entirety......................................................................................   52
         11.16    Binding Effect; Continuing Agreement..........................................................   52
</TABLE>

SCHEDULES

Schedule 1.1(a)   Commitment Percentages
Schedule 1.1(b)   Pricing Schedule
Schedule 6.20     Secured Indebtedness
Schedule 6.21     Subsidiaries
Schedule 11.1     Notices

EXHIBITS

Exhibit 2.2       Form of Notice of Borrowing
Exhibit 2.4       Form of Notice of Continuation/Conversion
Exhibit 2.7       Form of Note
Exhibit 7.1(c)    Form of Officer's Certificate
Exhibit 11.3(b)   Form of Assignment Agreement

                                     -iii-
<PAGE>

                           REVOLVING CREDIT AGREEMENT

      THIS REVOLVING CREDIT AGREEMENT (this "Credit Agreement"), dated as of
July 23, 2004, is entered into among ATMOS ENERGY CORPORATION, a Texas and
Virginia corporation (the "Borrower"), the Lenders (as defined herein) and BANK
ONE, NA as agent for the Lenders (in such capacity, the "Administrative Agent").

                                    RECITALS

      WHEREAS, the Borrower wishes, from time to time, to obtain loans in the
principal sum of up to $350,000,000 and the Lenders are willing to make such
loans to the Borrower, on the terms and conditions hereinafter set forth.

      NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

                                   SECTION 1.

                        DEFINITIONS AND ACCOUNTING TERMS

      1.1 DEFINITIONS.

      As used herein, the following terms shall have the meanings herein
specified unless the context otherwise requires. Defined terms herein shall
include in the singular number the plural and in the plural the singular.

            "Adjusted Eurodollar Rate" means the Eurodollar Rate plus the
      Applicable Percentage for Eurodollar Loans.

            "Administrative Agent" means Bank One, NA and any successors and
      assigns in such capacity.

            "Affiliate" means, with respect to any Person, any other Person
      directly or indirectly controlling, controlled by or under direct or
      indirect common control with such Person. A Person shall be deemed to
      control another Person if such Person possesses, directly or indirectly,
      the power (a) to vote 10% or more of the securities having ordinary voting
      power for the election of directors of such other Person or (b) to direct
      or cause direction of the management and policies of such other Person,
      whether through the ownership of voting securities, by contract or
      otherwise.

            "Agency Services Address" means 1 Bank One Plaza, 10th Floor,
      Chicago, IL 60670 or such other address as the Administrative Agent may
      designate in writing.

            "Aggregate Commitment" means three hundred fifty million Dollars
      ($350,000,000) as such amount may be otherwise reduced in accordance with
      Section 2.6.

<PAGE>

            "Applicable Percentage" - See the Pricing Schedule.

            "Arrangers" means J.P. Morgan Securities Inc. and SunTrust Robinson
      Humphrey, a Division of SunTrust Capital Markets, Inc.

            "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the
      United States Code, as amended, modified, succeeded or replaced from time
      to time.

            "Base Rate" means a fluctuating rate of interest equal to the higher
      of (a) the Prime Rate and (b) the sum of the Federal Funds Rate most
      recently determined by the Administrative Agent plus 1/2% per annum. If
      for any reason the Administrative Agent shall have determined (which
      determination shall be conclusive absent manifest error) that it is unable
      after due inquiry to ascertain the Federal Funds Rate for any reason,
      including the inability or failure of the Administrative Agent to obtain
      sufficient quotations in accordance with the terms hereof, the Base Rate
      shall be determined without regard to clause (a) of the first sentence of
      this definition until the circumstances giving rise to such inability no
      longer exist. Any change in the Base Rate due to a change in the Prime
      Rate or the Federal Funds Rate shall be effective on the effective date of
      such change in the Prime Rate or the Federal Funds Rate, respectively.

            "Base Rate Loan" means a Loan which bears interest based on the Base
      Rate plus the Applicable Percentage.

            "Borrower" means Atmos Energy Corporation, a Texas and Virginia
      corporation.

            "Borrower Obligations" means, without duplication, all of the
      obligations of the Borrower to the Lenders and the Administrative Agent,
      whenever arising, under this Credit Agreement, the Notes or any of the
      other Credit Documents.

            "Business Day" means any day other than a Saturday, a Sunday, a
      legal holiday or a day on which banking institutions are authorized or
      required by law or other governmental action to close in Chicago,
      Illinois; provided that in the case of Eurodollar Loans, such day is also
      a day on which dealings between banks are carried on in U.S. dollar
      deposits in the London interbank market.

            "Capital Stock" means (a) in the case of a corporation, all classes
      of capital stock of such corporation, (b) in the case of a partnership,
      partnership interests (whether general or limited), (c) in the case of a
      limited liability company, membership interests and (d) any other interest
      or participation that confers on a Person the right to receive a share of
      the profits and losses of, or distributions of assets of, the issuing
      Person.

            "Change of Control" means either of the following events:

                  (a) any "person" or "group" (within the meaning of Section
            13(d) or 14(d) of the Exchange Act) has become, directly or
            indirectly, the "beneficial owner" (as defined in Rules 13d-3 (other
            than subsection (d) thereof) and 13d-5 under the Exchange Act), by
            way of merger, consolidation or otherwise of 40% or more of the
            voting power of the Borrower on a fully-diluted basis, after giving

                                       2
<PAGE>

            effect to the conversion and exercise of all outstanding warrants,
            options and other securities of the Borrower convertible into or
            exercisable for voting stock of the Borrower (whether or not such
            securities are then currently convertible or exercisable); or

                  (b) during any period of two consecutive calendar years,
            individuals who at the beginning of such period constituted the
            board of directors of the Borrower together with any new members of
            such board of directors whose elections by such board or board of
            directors or whose nomination for election by the stockholders of
            the Borrower was approved by a vote of a majority of the members of
            such board of directors then still in office who either were
            directors at the beginning of such period or whose election or
            nomination for election was previously so approved cease for any
            reason to constitute a majority of the directors of the Borrower
            then in office.

            "Closing Date" means the date hereof.

            "Code" means the Internal Revenue Code of 1986, as amended from time
      to time, and the rules and regulations promulgated thereunder.

            "Commitment Percentage" means, for each Lender, the percentage
      identified as its Commitment Percentage opposite such Lender's name on
      Schedule 1.1(a), as such percentage may be modified by assignment in
      accordance with the terms of this Credit Agreement.

            "Commitments" means, collectively, each Lender's share of the
      Aggregate Commitment based upon such Lender's Commitment Percentage, as
      reflected on Schedule 1.1(a).

            "Consolidated Capitalization" means, without duplication, the sum of
      (a) all of the shareholders' equity or net worth of the Borrower and its
      Subsidiaries on a consolidated basis, as determined in accordance with
      GAAP plus (b) the aggregate principal amount of Preferred Securities plus
      (c) the aggregate Minority Interests in Subsidiaries plus (d) Consolidated
      Funded Debt.

            "Consolidated Funded Debt" means, without duplication, the sum of
      (a) all indebtedness of the Borrower and its Subsidiaries for borrowed
      money, (b) all purchase money indebtedness of the Borrower and its
      Subsidiaries, (c) the principal portion of all obligations of the Borrower
      and its Subsidiaries under capital leases, (d) all commercial letters of
      credit and the maximum amount of all performance and standby letters of
      credit issued or bankers' acceptance facilities created for the account of
      the Borrower or one of its Subsidiaries, including, without duplication,
      all unreimbursed draws thereunder, (e) all Guaranty Obligations of the
      Borrower and its Subsidiaries with respect to funded indebtedness of
      another Person; provided that neither the indebtedness of Atmos Energy
      Marketing, LLC ("AEM") incurred in connection with the purchase of gas by
      AEM for resale to the Borrower nor the guaranty by the Borrower or one of
      its Subsidiaries of such indebtedness shall be included in this definition
      if such indebtedness has been

                                       3
<PAGE>

      outstanding for less than two months from the date of its incurrence by
      AEM, (f) all indebtedness of another entity secured by a Lien on any
      property of the Borrower or any of its Subsidiaries whether or not such
      indebtedness has been assumed by the Borrower or any of its Subsidiaries,
      (g) all indebtedness of any partnership or unincorporated joint venture to
      the extent the Borrower or one of its Subsidiaries is legally obligated
      with respect thereto, net of any assets of such partnership or joint
      venture, (h) all obligations of the Borrower and its Subsidiaries to
      advance or provide funds or other support for the payment or purchase of
      funded indebtedness (including, without limitation, maintenance
      agreements, comfort letters or similar agreements or arrangements) (other
      than as may be given in respect of AEM) and (i) the principal balance
      outstanding under any synthetic lease, tax retention operating lease,
      off-balance sheet loan or similar off-balance sheet financing product of
      the Borrower or one of its Material Subsidiaries where such transaction is
      considered borrowed money indebtedness for tax purposes but is classified
      as an operating lease in accordance with GAAP.

            "Consolidated Net Property" means the Fixed Assets less, without
      duplication, the amount of accumulated depreciation and amortization
      attributable thereto.

            "Credit Documents" means this Credit Agreement, the Notes, any
      Notice of Borrowing and all other related agreements and documents issued
      or delivered hereunder or thereunder or pursuant hereto or thereto.

            "Debt to Capitalization Ratio" means the ratio of (a) Consolidated
      Funded Debt to (b) Consolidated Capitalization.

            "Default" means any event, act or condition which with notice or
      lapse of time, or both, would constitute an Event of Default.

            "Defaulting Lender" means, at any time, any Lender that, at such
      time (a) has failed to make a Loan required pursuant to the term of this
      Credit Agreement, (b) has failed to pay to the Administrative Agent or any
      Lender an amount owed by such Lender pursuant to the terms of this Credit
      Agreement or (c) has been deemed insolvent or has become subject to a
      bankruptcy or insolvency proceeding or to a receiver, trustee or similar
      official.

            "Dollars" and "$" means dollars in lawful currency of the United
      States of America.

            "Effective Date" means the date on which all of the conditions set
      forth in Section 5.1 shall have been fulfilled (or waived in the sole
      discretion of the Lenders).

            "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
      Lender; and (c) any other Person approved by the Administrative Agent and
      the Borrower (such approval not to be unreasonably withheld or delayed);
      provided that (i) the Borrower's consent is not required during the
      existence and continuation of a Default or an Event of Default, (ii)
      approval by the Borrower shall be deemed given if no objection is received
      by the Administrative Agent from the Borrower within five Business Days
      after notice of such

                                       4
<PAGE>

      proposed assignment has been received by the Borrower; and (iii) neither
      the Borrower nor an Affiliate of the Borrower shall qualify as an Eligible
      Assignee.

            "Environmental Laws" means any current or future legal requirement
      of any Governmental Authority pertaining to (a) the protection of health,
      safety, and the indoor or outdoor environment, (b) the conservation,
      management, or use of natural resources and wildlife, (c) the protection
      or use of surface water and groundwater or (d) the management,
      manufacture, possession, presence, use, generation, transportation,
      treatment, storage, disposal, release, threatened release, abatement,
      removal, remediation or handling of, or exposure to, any hazardous or
      toxic substance or material or (e) pollution (including any release to
      land surface water and groundwater) and includes, without limitation, the
      Comprehensive Environmental Response, Compensation, and Liability Act of
      1980, as amended by the Superfund Amendments and Reauthorization Act of
      1986, 42 USC 9601 et seq., Solid Waste Disposal Act, as amended by the
      Resource Conservation and Recovery Act of 1976 and Hazardous and Solid
      Waste Amendment of 1984, 42 USC 6901 et seq., Federal Water Pollution
      Control Act, as amended by the Clean Water Act of 1977, 33 USC 1251 et
      seq., Clean Air Act of 1966, as amended, 42 USC 7401 et seq., Toxic
      Substances Control Act of 1976, 15 USC 2601 et seq., Hazardous Materials
      Transportation Act, 49 USC App. 1801 et seq., Occupational Safety and
      Health Act of 1970, as amended, 29 USC 651 et seq., Oil Pollution Act of
      1990, 33 USC 2701 et seq., Emergency Planning and Community Right-to-Know
      Act of 1986, 42 USC 11001 et seq., National Environmental Policy Act of
      1969, 42 USC 4321 et seq., Safe Drinking Water Act of 1974, as amended, 42
      USC 300(f) et seq., any analogous implementing or successor law, and any
      amendment, rule, regulation, order, or directive issued thereunder.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
      as amended, and any successor statute thereto, as interpreted by the rules
      and regulations thereunder, all as the same may be in effect from time to
      time. References to sections of ERISA shall be construed also to refer to
      any successor sections.

            "ERISA Affiliate" means an entity, whether or not incorporated,
      which is under common control with the Borrower or any of its Subsidiaries
      within the meaning of Section 4001(a)(14) of ERISA, or is a member of a
      group which includes the Borrower or any of its Subsidiaries and which is
      treated as a single employer under Sections 414(b), (c), (m), or (o) of
      the Code.

            "Eurodollar Loan" means a Loan bearing interest at the Adjusted
      Eurodollar Rate.

            "Eurodollar Rate" means, with respect to any Interest Period, the
      applicable London interbank offered rate for deposits in U.S. dollars
      appearing on Reuters Screen FRBD as of 11:00 a.m. (London time) two
      Business Days prior to the first day of the applicable Interest Period,
      and having a maturity equal to such Interest Period, adjusted for Federal
      Reserve Board reserve requirements.

            "Eurodollar Reserve Percentage" means, for any day, that percentage
      (expressed as a decimal) which is in effect from time to time under
      Regulation D, as the maximum

                                       5
<PAGE>

      reserve requirement (including, without limitation, any basic,
      supplemental, emergency, special, or marginal reserves) applicable with
      respect to Eurocurrency liabilities, as that term is defined in Regulation
      D (or against any other category of liabilities that includes deposits by
      reference to which the interest rate of Eurodollar Loans is determined),
      whether or not a Lender has any Eurocurrency liabilities subject to such
      reserve requirement at that time. Eurodollar Loans shall be deemed to
      constitute Eurocurrency liabilities and as such shall be deemed subject to
      reserve requirements without benefits of credits for proration, exceptions
      or offsets that may be available from time to time to a Lender. The
      Eurodollar Rate shall be adjusted automatically on and as of the effective
      date of any change in the Eurodollar Reserve Percentage.

            "Event of Default" has the meaning specified in Section 9.1.

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended, and the rules and regulations promulgated thereunder.

            "Existing Credit Agreement" means that certain 364-Day Revolving
      Credit Agreement, dated as of July 29, 2003, among the Borrower, the
      lenders identified therein and Bank One, NA, as administrative agent, as
      amended, modified, supplemented or replaced from time to time.

            "Federal Funds Rate" means, for any day, an interest rate per annum
      equal to the weighted average of the rates on overnight Federal Funds
      transactions with members of the Federal Reserve System arranged by
      Federal funds brokers, as published for such day by the Federal Reserve
      Bank of New York, or if such rate is not so published for such day, the
      average of the quotations for such day on such transactions received by
      the Administrative Agent from three Federal funds brokers of recognized
      standing selected by it.

            "Fee Letter" means that certain letter agreement, dated as of June
      30, 2004, between the Administrative Agent and the Borrower, as amended,
      modified, supplemented or replaced from time to time.

            "Financial Officer" means any one of the chief financial officer,
      the controller or the treasurer of the Borrower.

            "Fixed Assets" means the assets of the Borrower and its Subsidiaries
      constituting "net property, plant and equipment" on the consolidated
      balance sheet of the Borrower and its Subsidiaries.

            "GAAP" means generally accepted accounting principles in the United
      States applied on a consistent basis and subject to Section 1.3.

            "Governmental Authority" means any Federal, state, local or foreign
      court or governmental agency, authority, instrumentality or regulatory
      body.

            "Guaranty Obligations" means, with respect to any Person, without
      duplication, any obligations (other than endorsements in the ordinary
      course of business of negotiable

                                       6
<PAGE>

      instruments for deposit or collection) guaranteeing any indebtedness for
      borrowed money of any other Person in any manner, whether direct or
      indirect, and including without limitation any obligation, whether or not
      contingent, (a) to purchase any such indebtedness or other obligation or
      any property constituting security therefor, (b) to lease or purchase
      property, securities or services primarily for the purpose of assuring the
      owner of such indebtedness or (c) to otherwise assure or hold harmless the
      owner of such indebtedness or obligation against loss in respect thereof.
      The amount of any Guaranty Obligation hereunder shall (subject to any
      limitations set forth therein) be deemed to be an amount equal to the
      outstanding principal amount of the indebtedness in respect of which such
      Guaranty Obligation is made.

            "Interest Payment Date" means (a) as to Base Rate Loans, the last
      day of each fiscal quarter of the Borrower and the Maturity Date, and (b)
      as to Eurodollar Loans, the last day of each applicable Interest Period
      and the Maturity Date and, in addition, where the applicable Interest
      Period for a Eurodollar Loan is greater than three months, then also on
      the last day of each three-month period during such Interest Period.

            "Interest Period" means as to Eurodollar Loans, a period of one,
      two, three or six months' duration, as the Borrower may elect, commencing,
      in each case, on the date of the borrowing (including continuations and
      conversions of Eurodollar Loans); provided, however, (a) if any Interest
      Period would end on a day which is not a Business Day, such Interest
      Period shall be extended to the next succeeding Business Day (except that
      where the next succeeding Business Day falls in the next succeeding
      calendar month, then such Interest Period shall end on the next preceding
      Business Day), (b) no Interest Period shall extend beyond the Maturity
      Date and (c) with respect to Eurodollar Loans, where an Interest Period
      begins on a day for which there is no numerically corresponding day in the
      calendar month in which the Interest Period is to end, such Interest
      Period shall end on the last Business Day of such calendar month.

            "Lender" means any of the Persons identified as a "Lender" on the
      signature pages hereto, and any Eligible Assignee which may become a
      Lender by way of assignment in accordance with the terms hereof, together
      with their successors and permitted assigns.

            "Lien" means any mortgage, pledge, hypothecation, assignment,
      deposit arrangement, security interest, encumbrance, lien (statutory or
      otherwise), preference, priority or charge of any kind (including any
      agreement to give any of the foregoing).

            "Loan" means a loan made by a Lender to the Borrower pursuant to
      Section 2.1.

            "Material Adverse Effect" means a material adverse effect on (a) the
      operations, business, assets, liabilities (actual or contingent),
      financial condition or prospects of the Borrower and its Subsidiaries,
      taken as a whole, (b) the ability of the Borrower to perform its
      obligations under this Credit Agreement or (c) the validity or
      enforceability of this Credit Agreement, any of the other Credit
      Documents, or the rights and remedies of the Lenders hereunder or
      thereunder.

                                       7
<PAGE>

            "Material Subsidiary" means, at any date, a Subsidiary of the
      Borrower whose aggregate assets properly included under the category
      "property, plant and equipment" on the balance sheet of such Subsidiary,
      less the amount of depreciation and amortization attributable thereto,
      constitutes at least 10% of Consolidated Net Property as of such date;
      provided that if at any time the Borrower has Subsidiaries that are not
      Material Subsidiaries whose total aggregate assets under the category
      "property, plant and equipment" on the balance sheet of such Subsidiaries,
      less the amount of depreciation and amortization attributable thereto,
      constitutes more than 20% of Consolidated Net Property as of such date the
      Borrower shall designate one or more of such Subsidiaries as Material
      Subsidiaries for the purposes of this Credit Agreement in order that all
      Subsidiaries of the Borrower, other than Material Subsidiaries, own not
      more than 20% of Consolidated Net Property.

            "Maturity Date" means January 23, 2005, provided that if the
      Borrower fails to deliver to the Administrative Agent on or before
      December 30, 2004 evidence satisfactory to the Administrative Agent of the
      authorization by the Virginia State Corporation Commission of the
      borrowing of Loans hereunder having a maturity of January 23, 2005, then
      the Maturity Date shall be December 31, 2004.

            "Minority Interests" means interests owned by Persons (other than
      the Borrower or a Subsidiary of the Borrower) in a Subsidiary of the
      Borrower in which less than 100% of all classes of the voting securities
      are owned by the Borrower or its Subsidiaries.

            "Moody's" means Moody's Investors Service, Inc., or any successor or
      assignee of the business of such company in the business of rating
      securities.

            "Moody's Rating" - see the Pricing Schedule.

            "Multiemployer Plan" means a Plan covered by Title IV of ERISA which
      is a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of
      ERISA.

            "Multiple Employer Plan" means a Plan covered by Title IV of ERISA,
      other than a Multiemployer Plan, which the Borrower or any ERISA Affiliate
      and at least one employer other than the Borrower or any ERISA Affiliate
      are contributing sponsors.

            "1957 Indenture" means, collectively, that certain Indenture of
      Mortgage, dated as of March 1, 1957, granted by Greeley Gas Company
      (predecessor in interest to the Borrower) to The Central Bank and Trust
      Company, as original Trustee, and all Supplemental Indentures thereto.

            "1959 Indenture" means, collectively, that certain Indenture of
      Mortgage, dated as of July 15, 1959, granted by United Cities Gas Company
      (predecessor in interest to the Borrower) to City National Bank and Trust
      Company of Chicago and R. Emmett Hanley, as the original Trustees, and all
      Supplemental Indentures thereto, including, without limitation, that
      certain First Supplemental Indenture, dated as of November 1, 1960; that
      certain Second Supplemental Indenture, dated as of June 1, 1962; that
      certain Third Supplemental Indenture, dated as of February 1, 1963; that
      certain Fourth Supplemental Indenture, dated as of June 15, 1963; that
      certain Fifth Supplemental Indenture, dated as

                                       8
<PAGE>

      of November 15, 1964; that certain Sixth Supplemental Indenture, dated as
      of March 15, 1968; that certain Seventh Supplemental Indenture, dated as
      of August 1, 1970; that certain Eighth Supplemental Indenture, dated as of
      September 1, 1972; that certain Ninth Supplemental Indenture, dated as of
      January 1, 1974; that certain Tenth Supplemental Indenture, dated as of
      July 1, 1976; that certain Eleventh Supplemental Indenture, dated as of
      December 1, 1976; that certain Twelfth Supplemental Indenture, dated as of
      April 1, 1981; that certain Thirteenth Supplemental Indenture, dated as of
      May 1, 1982; that certain Fourteenth Supplemental Indenture, dated as of
      March 1, 1987; that certain Fifteenth Supplemental Indenture, dated as of
      October 1, 1987; that certain Sixteenth Supplemental Indenture, dated as
      of December 1, 1989; that certain Seventeenth Supplemental Indenture,
      dated as of April 1, 1990; that certain Eighteenth Supplemental Indenture,
      dated as of June 1, 1991; that certain Nineteenth Supplemental Indenture,
      dated as of May 1, 1992; that certain Twentieth Supplemental Indenture,
      dated as of December 1, 1992; that certain Twenty-First Supplemental
      Indenture, dated as of February 5, 1997; and that certain Twenty-Second
      Supplemental Indenture, dated as of July 29, 1997.

            "1998 Indenture" means, collectively, that certain Indenture, dated
      as of July 15, 1998, granted by the Borrower to US Bank Trust National
      Association, as Trustee, and all Supplemental Indentures thereto.

            "Notes" means the promissory notes of the Borrower in favor of each
      Lender evidencing the Loans and substantially in the form of Exhibit 2.7,
      as such promissory notes may be amended, modified, supplemented or
      replaced from time to time.

            "Notice of Borrowing" means a request by the Borrower for a Loan in
      the form of Exhibit 2.2.

            "Notice of Continuation/Conversion" means a request by the Borrower
      for the continuation or conversion of a Loan in the form of Exhibit 2.4.

            "PBGC" means the Pension Benefit Guaranty Corporation established
      pursuant to Subtitle A of Title IV of ERISA and any successor thereto.

            "Person" means any individual, partnership, joint venture, firm,
      corporation, association, trust, limited liability company or other
      enterprise (whether or not incorporated), or any government or political
      subdivision or any agency, department or instrumentality thereof.

            "Plan" means any employee benefit plan (as defined in Section 3(3)
      of ERISA) which is covered by ERISA and with respect to which the Borrower
      or any ERISA Affiliate is (or, if such plan were terminated at such time,
      would under Section 4069 of ERISA be deemed to be) an "employer" within
      the meaning of Section 3(5) of ERISA.

            "Preferred Securities" means, at any date, any equity interests in
      the Borrower, in a Special Purpose Financing Subsidiary of the Borrower or
      in any other Subsidiary of the Borrower (such as those known as "TECONS",
      "MIPS" or "RHINOS"): (a) that are not (i) required to be redeemed or
      redeemable at the option of the holder thereof prior to the

                                       9
<PAGE>

      fifth anniversary of the Maturity Date or (ii) convertible into or
      exchangeable for (unless solely at the option of the Borrower or such
      Subsidiary of the Borrower) equity interests referred to in clause (i)
      above or indebtedness having a scheduled maturity, or requiring any
      repayments or prepayments of principal or any sinking fund or similar
      payments in respect of principal or providing for any such repayment,
      prepayment, sinking fund or other payment at the option of the holder
      thereof prior to the fifth anniversary of the Maturity Date and (b) as to
      which, at such date, the Borrower or such Subsidiary of the Borrower has
      the right to defer the payment of all dividends and other distributions in
      respect thereof for the period of at least 19 consecutive quarters
      beginning at such date.

            "Pricing Schedule" - See Schedule 1.1(b).

            "Prime Rate" means a rate per annum equal to the prime rate of
      interest announced from time to time by Bank One, NA or its parent (which
      is not necessarily the lowest rate charged to any customer), changing when
      and as said prime rate changes.

            "Register" has the meaning set forth in Section 11.3(c).

            "Regulation A, D, O, T, U, or X" means Regulation A, D, O, T, U or
      X, respectively, of the Board of Governors of the Federal Reserve System
      (or any successor body) as from time to time in effect, any amendment
      thereto and any successor to all or a portion thereof.

            "Reportable Event" means a "reportable event" as defined in Section
      4043 of ERISA with respect to which the notice requirements to the PBGC
      have not been waived.

            "Required Lenders" means Lenders whose aggregate Credit Exposure (as
      hereinafter defined) constitutes more than 51% of the aggregate Credit
      Exposure of all Lenders at such time; provided, however, that if any
      Lender shall be a Defaulting Lender at such time then there shall be
      excluded from the determination of Required Lenders the aggregate
      principal amount of Credit Exposure of such Lender at such time. For
      purposes of the preceding sentence, the term "Credit Exposure" as applied
      to each Lender shall mean (a) at any time prior to the termination of the
      Commitments, the Commitment Percentage of such Lender multiplied times the
      Aggregate Commitment and (b) at any time after the termination of the
      Commitments, the sum of the principal balance of the outstanding Loans of
      such Lender.

            "S&P" means Standard & Poor's Ratings Services, a division of McGraw
      Hill, Inc., or any successor or assignee of the business of such division
      in the business of rating securities.

            "S&P Rating" - see the Pricing Schedule.

            "Securities Act" means the Securities Act of 1933, as amended, and
      the rules and regulations promulgated thereunder.

            "Single Employer Plan" means any Plan which is covered by Title IV
      of ERISA, but which is not a Multiemployer Plan or a Multiple Employer
      Plan.

                                       10
<PAGE>

            "Special Purpose Financing Subsidiary" means a Subsidiary of the
      Borrower that has no direct or indirect interest in the business of the
      Borrower and its other Subsidiaries and was formed solely for the purpose
      of issuing Preferred Securities.

            "Subsidiary" means, as to any Person, (a) any corporation more than
      50% of whose stock of any class or classes having by the terms thereof
      ordinary voting power to elect a majority of the directors of such
      corporation (irrespective of whether or not, at the time, any class or
      classes of such corporation shall have or might have voting power by
      reason of the happening of any contingency) is at the time owned by such
      Person directly or indirectly through Subsidiaries and (b) any
      partnership, association, joint venture, limited liability company or
      other entity in which such Person directly or indirectly through
      Subsidiaries has more than 50% equity interest at any time.

            "Termination Event" means (a) with respect to any Single Employer
      Plan, the occurrence of a Reportable Event or the substantial cessation of
      operations (within the meaning of Section 4062(e) of ERISA), (b) the
      withdrawal of the Borrower or any ERISA Affiliate from a Multiple Employer
      Plan during a plan year in which it was a substantial employer (as such
      term is defined in Section 4001(a)(2) of ERISA), or the termination of a
      Multiple Employer Plan, (c) the distribution of a notice of intent to
      terminate or the actual termination of a Plan pursuant to Section
      4041(a)(2) or 4041A of ERISA, (d) the institution of proceedings to
      terminate or the actual termination of a Plan by the PBGC under Section
      4042 of ERISA, (e) any event or condition which might reasonably
      constitute grounds under Section 4042 of ERISA for the termination of, or
      the appointment of a trustee to administer, any Plan, or (f) the complete
      or partial withdrawal of the Borrower or any ERISA Affiliate from a
      Multiemployer Plan.

            "Total Assets" means all assets of the Borrower as shown on its most
      recent quarterly consolidated balance sheet, as determined in accordance
      with GAAP.

            "2001 Indenture" means, collectively, that certain Indenture, dated
      as of May 22, 2001, granted by the Borrower to SunTrust Bank, Atlanta, as
      Trustee, and all Supplemental Indentures thereto.

            "Unused Aggregate Commitment" means, for any period from the
      Effective Date to the Maturity Date, the amount by which (a) the then
      applicable Aggregate Commitment exceeds (b) the daily average sum for such
      period of the aggregate principal amount of all Loans outstanding.

            "Unused Fees" has the meaning set forth in Section 3.4(a).

            "Utilization Fees" has the meaning set forth in Section 3.4(b).

            "Utilized Revolving Commitment" means, for any day that the
      Utilization Fees are required to be paid pursuant to Section 3.4(b), the
      amount equal to the principal amount of Loans outstanding on such day.

                                       11
<PAGE>

      1.2 COMPUTATION OF TIME PERIODS.

      For purposes of computation of periods of time hereunder, the word "from"
means "from and including" and the words "to" and "until" each mean "to but
excluding." References in this Credit Agreement to "Articles", "Sections",
"Schedules" or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits
of or to this Credit Agreement unless otherwise specifically provided.

      1.3 ACCOUNTING TERMS.

      Except as otherwise expressly provided herein, all accounting terms used
herein shall be interpreted, and all financial statements and certificates and
reports as to financial matters required to be delivered to the Lenders
hereunder shall be prepared, in accordance with GAAP applied on a consistent
basis. All calculations made for the purposes of determining compliance with
this Credit Agreement shall (except as otherwise expressly provided herein) be
made by application of GAAP applied on a basis consistent with the most recent
annual or quarterly financial statements delivered pursuant to Section 7.1 (or,
prior to the delivery of the first financial statements pursuant to Section 7.1,
consistent with the financial statements described in Section 5.1(d)); provided,
however, if (a) the Borrower shall object to determining such compliance on such
basis at the time of delivery of such financial statements due to any change in
GAAP or the rules promulgated with respect thereto or (b) the Administrative
Agent or the Required Lenders shall so object in writing within 30 days after
delivery of such financial statements, then such calculations shall be made on a
basis consistent with the most recent financial statements delivered by the
Borrower to the Lenders as to which no such objection shall have been made.

      1.4 TIME.

      All references to time herein shall be references to Central Standard Time
or Central Daylight time, as the case may be, unless specified otherwise.

                                   SECTION 2.

                                      LOANS

      2.1 AGGREGATE COMMITMENT.

      Subject to the terms and conditions set forth herein, each Lender
severally agrees to make Loans to the Borrower in Dollars, at any time and from
time to time, during the period from the Effective Date to the Maturity Date
(each a "Loan" and collectively the "Loans"); provided, however, that (i) the
aggregate amount of Loans outstanding shall not exceed the Aggregate Commitment
and (ii) with respect to each individual Lender, the Lender's Commitment
Percentage multiplied by the outstanding Loans shall not exceed such Lender's
Commitment. Subject to the terms of this Credit Agreement, the Borrower may
borrow, repay and reborrow Loans.

                                       12
<PAGE>

      2.2 METHOD OF BORROWING FOR LOANS.

      By no later than 11:00 a.m. (a) on the date of the requested borrowing of
Loans that will be Base Rate Loans or (b) three Business Days prior to the date
of the requested borrowing of Loans that will be Eurodollar Loans, the Borrower
shall telephone the Administrative Agent as well as submit a written Notice of
Borrowing in the form of Exhibit 2.2 to the Administrative Agent setting forth
(i) the amount requested, (ii) whether such Loans shall accrue interest at the
Base Rate or the Adjusted Eurodollar Rate, (iii) with respect to Loans that will
be Eurodollar Loans, the Interest Period applicable thereto and (iv)
certification that the Borrower has complied in all respects with Section 5.2.

      2.3 FUNDING OF LOANS.

      Upon receipt of a Notice of Borrowing, the Administrative Agent shall
promptly inform the Lenders as to the terms thereof. Each such Lender shall make
its Commitment Percentage of the requested Loans available to the Administrative
Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit,
in Dollars, of immediately available funds at the Agency Services Address. The
amount of the requested Loans will then be made available to the Borrower by the
Administrative Agent by crediting the account of the Borrower on the books of
such office of the Administrative Agent, to the extent the amount of such Loans
are made available to the Administrative Agent.

      No Lender shall be responsible for the failure or delay by any other
Lender in its obligation to make Loans hereunder; provided, however, that the
failure of any Lender to fulfill its obligations hereunder shall not relieve any
other Lender of its obligations hereunder. Unless the Administrative Agent shall
have been notified by any Lender prior to 1:00 p.m. on the date specified in the
Notice of Borrowing that such Lender does not intend to make available to the
Administrative Agent its portion of the Loans to be made on such date, the
Administrative Agent may assume that such Lender has made such amount available
to the Administrative Agent on the date of such Loans, and the Administrative
Agent in reliance upon such assumption, may (in its sole discretion but without
any obligation to do so) make available to the Borrower a corresponding amount.
If such corresponding amount is not in fact made available to the Administrative
Agent, the Administrative Agent shall be able to recover such corresponding
amount from such Lender. If such Lender does not pay such corresponding amount
forthwith upon the Administrative Agent's demand therefor, the Administrative
Agent will promptly notify the Borrower, and the Borrower shall immediately pay
such corresponding amount to the Administrative Agent. The Administrative Agent
shall also be entitled to recover from the Lender or the Borrower, as the case
may be, interest on such corresponding amount in respect of each day from the
date such corresponding amount was made available by the Administrative Agent to
the Borrower to the date such corresponding amount is recovered by the
Administrative Agent at a per annum rate equal to (a) from the Borrower at the
applicable rate for such Loan pursuant to the Notice of Borrowing and (b) from a
Lender at the Federal Funds Rate.

      2.4 CONTINUATIONS AND CONVERSIONS.

      The Borrower shall have the option, on any Business Day, to continue
existing Eurodollar Loans for a subsequent Interest Period, to convert Base Rate
Loans into Eurodollar

                                       13
<PAGE>

Loans or to convert Eurodollar Loans into Base Rate Loans; provided, however,
that (a) each such continuation or conversion must be requested by the Borrower
pursuant to a written Notice of Continuation/Conversion, in the form of Exhibit
2.4, in compliance with the terms set forth below, (b) except as provided in
Section 4.1, Eurodollar Loans may only be continued or converted into Base Rate
Loans on the last day of the Interest Period applicable thereto, (c) Eurodollar
Loans may not be continued nor may Base Rate Loans be converted into Eurodollar
Loans during the existence and continuation of a Default or Event of Default and
(d) any request to extend a Eurodollar Loan that fails to comply with the terms
hereof or any failure to request an extension of a Eurodollar Loan at the end of
an Interest Period shall constitute a conversion to a Base Rate Loan on the last
day of the applicable Interest Period. Each continuation or conversion must be
requested by the Borrower no later than 11:00 a.m. (i) on the date for a
requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three
Business Days prior to the date for a requested continuation of a Eurodollar
Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case
pursuant to a written Notice of Continuation/Conversion submitted to the
Administrative Agent which shall set forth (A) whether the Borrower wishes to
continue or convert such Loans and (B) if the request is to continue a
Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest
Period applicable thereto.

      2.5 MINIMUM AMOUNTS.

      Each request for a Loan or a conversion or continuation hereunder shall be
subject to the following requirements: (a) each Eurodollar Loan shall be in a
minimum of $5,000,000 (and in integral multiples of $1,000,000 in excess
thereof), (b) each Base Rate Loan shall be in a minimum amount of the lesser of
$5,000,000 (and in integral multiples of $1,000,000 in excess thereof) or the
remaining amount of the Aggregate Commitment available to be borrowed and (c) no
more than five Eurodollar Loans shall be outstanding hereunder at any one time.
For the purposes of this Section 2.5, all Eurodollar Loans with the same
Interest Periods that begin and end on the same date shall be considered as one
Eurodollar Loan, but Eurodollar Loans with different Interest Periods, even if
they begin on the same date, shall be considered separate Eurodollar Loans.

      2.6 REDUCTIONS OF AGGREGATE COMMITMENT.

      Upon at least three Business Days' prior written notice, the Borrower
shall have the right to permanently terminate or reduce the aggregate unused
amount of the Aggregate Commitment at any time or from time to time; provided
that (a) each partial reduction shall be in an aggregate amount at least equal
to $5,000,000 and in integral multiples of $1,000,000 above such amount and (b)
no reduction shall be made which would reduce the Aggregate Commitment to an
amount less than the sum of the then outstanding Loans. Any reduction in (or
termination of) the Aggregate Commitment shall be permanent and may not be
reinstated.

      2.7 NOTES.

      The Loans made by any Lender may, at the request of a Lender, be evidenced
by a promissory note of the Borrower payable to such Lender in substantially the
form of Exhibit 2.7 (the "Notes").

                                       14
<PAGE>

      The date, amount, type, interest rate and duration of Interest Period (if
applicable) of each Loan made by each Lender to the Borrower, and each payment
made on account of the principal thereof, shall be recorded by such Lender on
its books; provided that the failure of such Lender to make any such recordation
or endorsement shall not affect the obligations of the Borrower to make a
payment when due of any amount owing hereunder or under any Note in respect of
the Loans to be evidenced by such Note, and each such recordation or endorsement
shall be conclusive and binding absent manifest error.

                                   SECTION 3.

                                    PAYMENTS

      3.1 INTEREST.

            (a) Interest Rate.

                  (i) All Base Rate Loans shall accrue interest at the Base Rate
            plus the Applicable Percentage.

                  (ii) All Eurodollar Loans shall accrue interest at the
            Adjusted Eurodollar Rate applicable to each Eurodollar Loan.

            (b) Default Rate of Interest. Upon the occurrence, and during the
      continuation, of an Event of Default, the principal of and, to the extent
      permitted by law, interest on the Loans and any other amounts owing
      hereunder or under the other Credit Documents shall bear interest, payable
      on demand, at a per annum rate equal to two percent (2%) plus the rate
      which would otherwise be applicable (or if no rate is applicable, then the
      rate for Loans that are Base Rate Loans plus two percent (2%) per annum).

            (c) Interest Payments. Interest on Loans shall be due and payable in
      arrears on each Interest Payment Date.

      3.2 PREPAYMENTS.

            (a) Voluntary Prepayments. The Borrower shall have the right to
      prepay Loans in whole or in part from time to time without premium or
      penalty; provided, however, that (i) Eurodollar Loans may only be prepaid
      on three Business Days' prior written notice to the Administrative Agent
      and any prepayment of Eurodollar Loans will be subject to Section 4.3; and
      (ii) each such partial prepayment of Loans shall be in the minimum
      principal amount of $5,000,000 and in integral multiples of $1,000,000
      above such amount. Amounts prepaid hereunder shall be applied as the
      Borrower may elect; provided that if the Borrower fails to specify the
      application of a voluntary prepayment then such prepayment shall be
      applied first to Base Rate Loans, and then to Eurodollar Loans in direct
      order of Interest Period maturities pro rata among all Lenders holding
      same.

                                       15
<PAGE>

            (b) Mandatory Prepayments. If at any time the amount of Loans
      outstanding exceeds the Aggregate Commitment, the Borrower shall
      immediately make a principal payment to the Administrative Agent in the
      manner and in an amount such that the amount of Loans outstanding is less
      than or equal to the Aggregate Commitment. Any payments made under this
      Section 3.2(b) shall be subject to Section 4.3 and shall be applied first
      to Base Rate Loans and then to Eurodollar Loans in direct order of
      Interest Period maturities pro rata among all Lenders holding same.

      3.3 PAYMENT IN FULL AT MATURITY.

      On the Maturity Date, the entire outstanding principal balance of all
Loans, together with accrued but unpaid interest and all other sums owing under
this Credit Agreement and the other Credit Documents, shall be due and payable
in full, unless accelerated sooner pursuant to Section 9.2.

      3.4 FEES.

            (a) Unused Fees.

                  (i) In consideration of the Aggregate Commitment being made
            available by the Lenders hereunder, the Borrower agrees to pay to
            the Administrative Agent, for the pro rata benefit of each Lender, a
            per annum fee equal to the Applicable Percentage for Unused Fees (as
            set forth on the Pricing Schedule) on the Unused Aggregate
            Commitment (the "Unused Fees").

                  (ii) The accrued Unused Fees shall be due and payable in
            arrears five Business Days after the end of each fiscal quarter of
            the Borrower (as well as on the Maturity Date) for the immediately
            preceding fiscal quarter (or portion thereof), beginning with the
            first of such dates to occur after the Effective Date.

            (b) Utilization Fees. For each day that the principal amount of
      outstanding Loans hereunder shall exceed an amount equal to thirty three
      and one third percent (33 1/3%) of the Aggregate Commitment, the Borrower
      shall pay to the Administrative Agent, for the pro rata benefit of the
      Lenders, a per annum fee equal to the Applicable Percentage for
      Utilization Fees (as set forth on the Pricing Schedule) on the outstanding
      principal balance of the Loans (the "Utilization Fees"). The Utilization
      Fees, if any, shall be due and payable in arrears five Business Days after
      the end of each fiscal quarter of the Borrower (as well as on the Maturity
      Date) for the immediately preceding fiscal quarter (or portion thereof),
      beginning with the first of such dates to occur after the Effective Date.

            (c) Administrative Fees. The Borrower agrees to pay to the
      Administrative Agent, for its own account, an annual fee as agreed to
      between the Borrower and the Administrative Agent in the Fee Letter.

                                       16
<PAGE>

      3.5 PLACE AND MANNER OF PAYMENTS.

      All payments of principal, interest, fees, expenses and other amounts to
be made by the Borrower under this Credit Agreement shall be made
unconditionally and without setoff, deduction, defense, recoupment or
counterclaim and received not later than 2:00 p.m. on the date when due, in
Dollars and in immediately available funds, by the Administrative Agent at the
Agency Services Address. In the event any such payment shall be due on a day
that is not a Business Day, the applicable payment date shall be the next
succeeding Business Day, except, with respect to Eurodollar Loans, if the next
succeeding Business Day shall fall in the next succeeding calendar month, then
such payment shall be due on the next preceding Business Day. The Borrower
shall, at the time it makes any payment under this Credit Agreement, specify to
the Administrative Agent, the Loans, fees or other amounts payable by the
Borrower hereunder to which such payment is to be applied (and in the event that
it fails to specify, or if such application would be inconsistent with the terms
hereof, the Administrative Agent shall distribute such payment to the Lenders in
such manner as it reasonably determines in its sole discretion.)

      3.6 PRO RATA TREATMENT.

      Except to the extent otherwise provided herein, all Loans, each payment or
prepayment of principal of any Loan, each payment of interest on the Loans, each
payment of Unused Fees, each payment of Utilization Fees, each reduction of the
Aggregate Commitment, and each conversion or continuation of any Loans, shall be
allocated pro rata among the Lenders in accordance with the respective
Commitment Percentages; provided that, if any Lender shall have failed to pay
its applicable pro rata share of any Loan, then any amount to which such Lender
would otherwise be entitled pursuant to this Section 3.6 shall instead be
payable to the Administrative Agent until the share of such Loan not funded by
such Lender has been repaid and any interest owed by such Lender as a result of
such failure to fund has been paid; and provided further, that in the event any
amount paid to any Lender pursuant to this Section 3.6 is rescinded or must
otherwise be returned by the Administrative Agent, each Lender shall, upon the
request of the Administrative Agent, repay to the Administrative Agent the
amount so paid to such Lender, with interest for the period commencing on the
date such payment is returned by the Administrative Agent until the date the
Administrative Agent receives such repayment at a rate per annum equal to,
during the period to but excluding the date two Business Days after such
request, the Federal Funds Rate, and thereafter, the Base Rate plus two percent
(2%) per annum.

      3.7 COMPUTATIONS OF INTEREST AND FEES.

            (a) Except for Base Rate Loans accruing interest at the Prime Rate,
      which interest shall be computed on the basis of a 365 or 366 day year as
      the case may be, all computations of interest and fees hereunder shall be
      made on the basis of the actual number of days elapsed over a year of 360
      days. Interest shall accrue from the date a Loan is made until the date
      such Loan is repaid or continued or converted pursuant to Section 2.4.

            (b) It is the intent of the Lenders and the Borrower to conform to
      and contract in strict compliance with applicable usury law from time to
      time in effect. All

                                       17
<PAGE>

      agreements between the Lenders and the Borrower are hereby limited by the
      provisions of this paragraph which shall override and control all such
      agreements, whether now existing or hereafter arising and whether written
      or oral. In no way, nor in any event or contingency (including but not
      limited to prepayment or acceleration of the maturity of any obligation),
      shall the interest taken, reserved, contracted for, charged, or received
      under this Credit Agreement, under the Notes or otherwise, exceed the
      maximum nonusurious amount permissible under applicable law. If, from any
      possible construction of any of the Credit Documents or any other
      document, interest would otherwise be payable in excess of the maximum
      nonusurious amount, any such construction shall be subject to the
      provisions of this paragraph and interest owing pursuant to such documents
      shall be automatically reduced to the maximum nonusurious amount permitted
      under applicable law, without the necessity of execution of any amendment
      or new document. If any Lender shall ever receive anything of value which
      is characterized as interest on the Loans under applicable law and which
      would, apart from this provision, be in excess of the maximum lawful
      amount, an amount equal to the amount which would have been excessive
      interest shall, without penalty, be applied to the reduction of the
      principal amount owing on the Loans and not to the payment of interest, or
      refunded to the Borrower or the other payor thereof if and to the extent
      such amount which would have been excessive exceeds such unpaid principal
      amount of the Loans. The right to demand payment of the Loans or any other
      indebtedness evidenced by any of the Credit Documents does not include the
      right to receive any interest which has not otherwise accrued on the date
      of such demand, and the Lenders do not intend to charge or receive any
      unearned interest in the event of such demand. All interest paid or agreed
      to be paid to the Lenders with respect to the Loans shall, to the extent
      permitted by applicable law, be amortized, prorated, allocated, and spread
      throughout the full stated term (including any renewal or extension) of
      the Loans so that the amount of interest on account of such indebtedness
      does not exceed the maximum nonusurious amount permitted by applicable
      law.

      3.8 SHARING OF PAYMENTS.

      Each Lender agrees that, in the event that any Lender shall obtain payment
in respect of any Loan or any other obligation owing to such Lender under this
Credit Agreement through the exercise of a right of set-off, banker's lien,
counterclaim or otherwise (including, but not limited to, pursuant to the
Bankruptcy Code) in excess of its pro rata share as provided for in this Credit
Agreement, such Lender shall promptly purchase from the other Lenders a
participation in such Loans and other obligations, in such amounts and with such
other adjustments from time to time, as shall be equitable in order that all
Lenders share such payment in accordance with their respective ratable shares as
provided for in this Credit Agreement. Each Lender further agrees that if a
payment to a Lender (which is obtained by such Lender through the exercise of a
right of set-off, banker's lien, counterclaim or otherwise) shall be rescinded
or must otherwise be restored, each Lender which shall have shared the benefit
of such payment shall, by repurchase of a participation theretofore sold, return
its share of that benefit to each Lender whose payment shall have been rescinded
or otherwise restored. The Borrower agrees that any Lender so purchasing such a
participation may, to the fullest extent permitted by law, exercise all rights
of payment, including set-off, banker's lien or counterclaim, with respect to
such participation as fully as if such Lender were a holder of such Loan or
other obligation in the amount of such

                                       18
<PAGE>
participation. Except as otherwise expressly provided in this Credit Agreement,
if any Lender shall fail to remit to the Administrative Agent or any other
Lender an amount payable by such Lender to the Administrative Agent or such
other Lender pursuant to this Credit Agreement on the date when such amount is
due, such payments shall accrue interest thereon, for each day from the date
such amount is due until the day such amount is paid to the Administrative Agent
or such other Lender, at a rate per annum equal to the Federal Funds Rate. If
under any applicable bankruptcy, insolvency or other similar law, any Lender
receives a secured claim in lieu of a setoff to which this Section 3.8 applies,
such Lender shall, to the extent practicable, exercise its rights in respect of
such secured claim in a manner consistent with the rights of the Lenders under
this Section 3.8 to share in the benefits of any recovery on such secured claim.

      3.9 EVIDENCE OF DEBT.

            (a) Each Lender shall maintain an account or accounts evidencing
      each Loan made by such Lender to the Borrower from time to time, including
      the amounts of principal and interest payable and paid to such Lender from
      time to time under this Credit Agreement. Each Lender will make reasonable
      efforts to maintain the accuracy of its account or accounts and to
      promptly update its account or accounts from time to time, as necessary.

            (b) The Administrative Agent shall maintain the Register pursuant to
      Section 11.3(c), and a subaccount for each Lender, in which Register and
      subaccounts (taken together) shall be recorded (i) the amount, type and
      Interest Period of each such Loan hereunder, (ii) the amount of any
      principal or interest due and payable or to become due and payable to each
      Lender hereunder and (iii) the amount of any sum received by the
      Administrative Agent hereunder from or for the account of the Borrower and
      each Lender's share thereof. The Administrative Agent will make reasonable
      efforts to maintain the accuracy of the subaccounts referred to in the
      preceding sentence and to promptly update such subaccounts from time to
      time, as necessary.

            (c) The entries made in the accounts, Register and subaccounts
      maintained pursuant to subsection (b) of this Section 3.9 (and, if
      consistent with the entries of the Administrative Agent, subsection (a))
      shall be prima facie evidence of the existence and amounts of the
      obligations of the Borrower therein recorded; provided, however, that the
      failure of any Lender or the Administrative Agent to maintain any such
      account, such Register or such subaccount, as applicable, or any error
      therein, shall not in any manner affect the obligation of the Borrower to
      repay the Loans made by such Lender in accordance with the terms hereof.

                                   SECTION 4.

                      ADDITIONAL PROVISIONS REGARDING LOANS

      4.1 EURODOLLAR LOAN PROVISIONS.

            (a) Unavailability. In the event that the Administrative Agent shall
      have determined in good faith (i) that U.S. dollar deposits in the
      principal amounts requested

                                       19
<PAGE>

      with respect to a Eurodollar Loan are not generally available in the
      London interbank Eurodollar market or (ii) that reasonable means do not
      exist for ascertaining the Eurodollar Rate, the Administrative Agent
      shall, as soon as practicable thereafter, give notice of such
      determination to the Borrower and the Lenders. In the event of any such
      determination under clauses (i) or (ii) above, until the Administrative
      Agent shall have advised the Borrower and the Lenders that the
      circumstances giving rise to such notice no longer exist, (A) any request
      by the Borrower for Eurodollar Loans shall be deemed to be a request for
      Base Rate Loans, (B) any request by the Borrower for conversion into or
      continuation of Eurodollar Loans shall be deemed to be a request for
      conversion into or continuation of Base Rate Loans and (C) any Loans that
      were to be converted or continued as Eurodollar Loans on the first day of
      an Interest Period shall be converted to or continued as Base Rate Loans.

            (b) Change in Legality.

                  (i) Notwithstanding any other provision herein, if any change,
            after the date hereof, in any law, governmental rule, regulation,
            guideline or order (including the introduction of any new law,
            governmental rule, regulation, guideline or order) or in the
            interpretation or administration thereof by any Governmental
            Authority charged with the interpretation or administration thereof
            shall make it unlawful for any Lender to make or maintain any
            Eurodollar Loan or to give effect to its obligations as contemplated
            hereby with respect to any Eurodollar Loan, then, by written notice
            to the Borrower and to the Administrative Agent, such Lender may:

                        (A) declare that Eurodollar Loans, and conversions to or
                  continuations of Eurodollar Loans, will not thereafter be made
                  by such Lender hereunder, whereupon any request by the
                  Borrower for, or for conversion into or continuation of,
                  Eurodollar Loans shall, as to such Lender only, be deemed a
                  request for, or for conversion into or continuation of, Base
                  Rate Loans, unless such declaration shall be subsequently
                  withdrawn; and

                        (B) require that all outstanding Eurodollar Loans made
                  by it be converted to Base Rate Loans in which event all such
                  Eurodollar Loans shall be automatically converted to Base Rate
                  Loans.

            In the event any Lender shall exercise its rights under clause (A)
      or (B) above, all payments and prepayments of principal which would
      otherwise have been applied to repay the Eurodollar Loans that would have
      been made by such Lender or the converted Eurodollar Loans of such Lender
      shall instead be applied to repay the Base Rate Loans made by such Lender
      in lieu of, or resulting from the conversion of, such Eurodollar Loans.

            (c) Requirements of Law. If at any time a Lender shall incur
      increased costs or reductions in the amounts received or receivable
      hereunder with respect to the making, the commitment to make or the
      maintaining of any Eurodollar Loan because of (i) any

                                       20
<PAGE>

      change after the date hereof, in any law, governmental rule, regulation,
      guideline or order (including the introduction of any new law,
      governmental rule, regulation, guideline or order) or in the
      interpretation or administration thereof by any Governmental Authority
      charged with the interpretation or administration thereof, including,
      without limitation, the imposition, modification or deemed applicability
      of any reserves, deposits or similar requirements (such as, for example,
      but not limited to, a change in official reserve requirements, but, in all
      events, excluding reserves required under Regulation D to the extent
      included in the computation of the Adjusted Eurodollar Rate) or (ii) other
      circumstances affecting the London interbank Eurodollar market; then (A)
      the Lender shall promptly notify the Administrative Agent and the Borrower
      and shall designate a different lending office of such Lender if such
      designation will avoid or reduce the amount of such increased costs, or
      reductions in amounts receivable and such designation will not, in such
      Lender's sole discretion, be otherwise disadvantageous to such Lender and
      (B) the Borrower shall promptly pay to such Lender such additional amounts
      (in the form of an increased rate of, or a different method of
      calculating, interest or otherwise as such Lender may determine in its
      sole discretion) as may be required to compensate such Lender for such
      increased costs or reductions in amounts receivable hereunder.

      Each determination and calculation made by a Lender under this Section 4.1
shall, absent manifest error, be binding and conclusive on the parties hereto.
Any conversions of Eurodollar Loans made pursuant to this Section 4.1 shall
subject the Borrower to the payments required by Section 4.3. This Section 4.1
shall survive termination of this Credit Agreement and the other Credit
Documents and the payment of the Loans and all other amounts payable hereunder.

      4.2 CAPITAL ADEQUACY.

      If any Lender has determined in good faith that the adoption or
effectiveness, after the date hereof, of any applicable law, rule or regulation
regarding capital adequacy, or any change therein (after the date hereof), or
any change in the interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by such Lender (or its parent corporation)
with any request or directive regarding capital adequacy (whether or not having
the force of law) of any such authority, central bank or comparable agency, has
or would have the effect of reducing the rate of return on such Lender's (or
parent corporation's) capital or assets as a consequence of its commitments or
obligations hereunder to a level below that which such Lender (or its parent
corporation) could have achieved but for such adoption, effectiveness, change or
compliance (taking into consideration such Lender's (or parent corporation's)
policies with respect to capital adequacy), then, upon notice from such Lender,
the Borrower shall promptly pay to such Lender such additional amount or amounts
as will compensate such Lender for such reduction. Each determination by any
such Lender of amounts owing under this Section 4.2 shall, absent manifest
error, be conclusive and binding on the parties hereto. This Section 4.2 shall
survive termination of this Credit Agreement and the other Credit Documents and
the payment of the Loans and all other amounts payable hereunder.

                                       21
<PAGE>

      4.3 COMPENSATION.

      The Borrower promises to indemnify each Lender and to hold each Lender
harmless from any loss or expense which such Lender may sustain or incur as a
consequence of (a) default by the Borrower in the making of a borrowing of,
conversion into or continuation of a Eurodollar Loan after the Borrower has
given a notice requesting the same in accordance with the provisions of this
Credit Agreement, (b) default by the Borrower in making any prepayment of a
Eurodollar Loan after the Borrower has given a notice thereof in accordance with
the provisions of this Credit Agreement, (c) the making of a prepayment of a
Eurodollar Loan on a day which is not the last day of an Interest Period with
respect thereto and (d) the payment, continuation or conversion of a Eurodollar
Loan on a day which is not the last day of the Interest Period applicable
thereto or the failure to repay a Eurodollar Loan when required by the terms of
this Credit Agreement. Each determination by any such Lender of amounts owing
under this Section 4.3 shall, absent manifest error, be conclusive and binding
on the parties hereto. This Section 4.3 shall survive the termination of this
Credit Agreement and the other Credit Documents and the payment of the Loans and
all other amounts payable hereunder.

      4.4 TAXES.

            (a) Except as provided below in this Section 4.4, all payments made
      by the Borrower under this Credit Agreement and any Notes shall be made
      free and clear of, and without deduction or withholding for or on account
      of, any present or future income, stamp or other taxes, levies, imposts,
      duties, charges, fees, deductions or withholdings, now or hereafter
      imposed, levied, collected, withheld or assessed by any court, or
      governmental body, agency or other official, excluding taxes measured by
      or imposed upon the net income of any Lender or its applicable lending
      office, or any branch or affiliate thereof, and all franchise taxes,
      branch taxes, taxes on doing business or taxes on the capital or net worth
      of any Lender or its applicable lending office, or any branch or affiliate
      thereof, in each case imposed in lieu of net income taxes: (i) by the
      jurisdiction under the laws of which such Lender, applicable lending
      office, branch or affiliate is organized or is located, or in which its
      principal executive office is located, or any nation within which such
      jurisdiction is located or any political subdivision thereof; or (ii) by
      reason of any connection between the jurisdiction imposing such tax and
      such Lender, applicable lending office, branch or affiliate other than a
      connection arising solely from such Lender having executed, delivered or
      performed its obligations, or received payment under or enforced, this
      Credit Agreement or any Notes. If any such non-excluded taxes, levies,
      imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded
      Taxes") are required to be withheld from any amounts payable to an
      Administrative Agent or any Lender hereunder or under any Notes, (A) the
      amounts so payable to the Administrative Agent or such Lender shall be
      increased to the extent necessary to yield to the Administrative Agent or
      such Lender (after payment of all Non-Excluded Taxes) interest or any such
      other amounts payable hereunder at the rates or in the amounts specified
      in this Credit Agreement and any Notes, provided, however, that the
      Borrower shall be entitled to deduct and withhold any Non-Excluded Taxes
      and shall not be required to increase any such amounts payable to any
      Lender that is not organized under the laws of the United States of
      America or a state thereof if such Lender fails to comply with the
      requirements of paragraph (b) of this Section 4.4 whenever any
      Non-Excluded

                                       22
<PAGE>

      Taxes are payable by the Borrower, and (B) as promptly as possible after
      requested, the Borrower shall send to the Administrative Agent for its own
      account or for the account of such Lender, as the case may be, a certified
      copy of an original official receipt received by the Borrower showing
      payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when
      due to the appropriate taxing authority or fails to remit to the
      Administrative Agent the required receipts or other required documentary
      evidence, the Borrower shall indemnify the Administrative Agent and any
      Lender for any incremental Non-Excluded Taxes, interest or penalties that
      may become payable by the Administrative Agent or any Lender as a result
      of any such failure. The agreements in this Section 4.4 shall survive the
      termination of this Credit Agreement and the payment of the Loans and all
      other amounts payable hereunder.

            (b) Each Lender that is not incorporated under the laws of the
      United States of America or a state thereof shall:

                  (i) (A) on or before the date of any payment by the Borrower
            under this Credit Agreement or the Notes to such Lender, deliver to
            the Borrower and the Administrative Agent (x) two duly completed
            copies of United States Internal Revenue Service Form W8-BEN or
            W8-ECI, or successor applicable form, as the case may be, certifying
            that it is entitled to receive payments under this Credit Agreement
            and any Notes without deduction or withholding of any United States
            federal income taxes and (y) an Internal Revenue Service Form W-8 or
            W-9, or successor applicable form, as the case may be, certifying
            that it is entitled to an exemption from United States backup
            withholding tax;

                        (B) deliver to the Borrower and the Administrative Agent
            two further copies of any such form or certification on or before
            the date that any such form or certification expires or becomes
            obsolete and after the occurrence of any event requiring a change in
            the most recent form previously delivered by it to the Borrower; and

                        (C) obtain such extensions of time for filing and
            complete such forms or certifications as may reasonably be requested
            by the Borrower or the Administrative Agent; or

                  (ii) in the case of any such Lender that is not a "bank"
            within the meaning of Section 881(c)(3)(A) of the Internal Revenue
            Code, (A) represent to the Borrower (for the benefit of the Borrower
            and the Administrative Agent) that it is not a bank within the
            meaning of Section 881 (c)(3)(A) of the Internal Revenue Code, (B)
            agree to furnish to the Borrower, on or before the date of any
            payment by the Borrower, with a copy to the Administrative Agent,
            two accurate and complete original signed copies of Internal Revenue
            Service Form W-8, or successor applicable form certifying to such
            Lender's legal entitlement at the date of such certificate to an
            exemption from U.S. withholding tax under the provisions of Section
            881(c) of the Internal Revenue Code with respect to payments to be
            made under this Credit Agreement and any Notes (and to deliver to
            the Borrower and the Administrative Agent two further copies of such
            form on

                                       23
<PAGE>

            or before the date it expires or becomes obsolete and after the
            occurrence of any event requiring a change in the most recently
            provided form and, if necessary, obtain any extensions of time
            reasonably requested by the Borrower or the Administrative Agent for
            filing and completing such forms), and (C) agree, to the extent
            legally entitled to do so, upon reasonable request by the Borrower,
            to provide to the Borrower (for the benefit of the Borrower and the
            Administrative Agent) such other forms as may be reasonably required
            in order to establish the legal entitlement of such Lender to an
            exemption from withholding with respect to payments under this
            Credit Agreement and any Notes.

                  Notwithstanding the above, if any change in treaty, law or
            regulation has occurred after the date such Person becomes a Lender
            hereunder which renders all such forms inapplicable or which would
            prevent such Lender from duly completing and delivering any such
            form with respect to it and such Lender so advises the Borrower and
            the Administrative Agent, then such Lender shall be exempt from such
            requirements. Each Person that shall become a Lender or a
            participant of a Lender pursuant to Section 11.3 shall, upon the
            effectiveness of the related transfer, be required to provide all of
            the forms, certifications and statements required pursuant to this
            subsection (b); provided that in the case of a participant of a
            Lender, the obligations of such participant of a Lender pursuant to
            this subsection (b) shall be determined as if the participant of a
            Lender were a Lender except that such participant of a Lender shall
            furnish all such required forms, certifications and statements to
            the Lender from which the related participation shall have been
            purchased.

                                   SECTION 5.

                              CONDITIONS PRECEDENT

      5.1 CLOSING CONDITIONS.

      The obligation of the Lenders to enter into this Credit Agreement is
subject to satisfaction (or waiver) of the following conditions:

            (a) Executed Credit Documents. Receipt by the Administrative Agent
      of duly executed copies of (i) this Credit Agreement, (ii) the Notes and
      (iii) all other Credit Documents, each in form and substance acceptable to
      the Lenders.

            (b) Corporate Documents. Receipt by the Administrative Agent of the
      following:

                  (i) Charter Documents. Copies of the articles of incorporation
            or other charter documents of the Borrower certified to be true and
            complete as of a recent date by the appropriate Governmental
            Authorities of the states or other jurisdictions of its
            incorporation and certified by a secretary or assistant secretary of
            the Borrower to be true and correct as of the Closing Date.

                                       24
<PAGE>

                  (ii) Bylaws. A copy of the bylaws of the Borrower certified by
            a secretary or assistant secretary of the Borrower to be true and
            correct as of the Closing Date.

                  (iii) Resolutions. Copies of resolutions of the Board of
            Directors of the Borrower approving and adopting the Credit
            Documents to which it is a party, the transactions contemplated
            therein and authorizing execution and delivery thereof, certified by
            a secretary or assistant secretary of the Borrower to be true and
            correct and in full force and effect as of the Closing Date.

                  (iv) Good Standing. Copies of certificates of good standing,
            existence or its equivalent with respect to the Borrower certified
            as of a recent date by the appropriate Governmental Authorities of
            the states or other jurisdictions of incorporation and each other
            jurisdiction in which the failure to so qualify and be in good
            standing would have a Material Adverse Effect.

                  (v) Incumbency. An incumbency certificate of the Borrower
            certified by a secretary or assistant secretary of the Borrower to
            be true and correct as of the Closing Date.

            (c) Opinion of Counsel. Receipt by the Administrative Agent of an
      opinion, or opinions, from legal counsel to the Borrower addressed to the
      Administrative Agent on behalf of the Lenders and dated as of the
      Effective Date, in each case satisfactory in form and substance to the
      Administrative Agent.

            (d) Financial Statements. Receipt by the Lenders of the consolidated
      audited financial statements of the Borrower and its Subsidiaries dated as
      of September 30, 2001, September 30, 2002 and September 30, 2003, and the
      unaudited financial statements for the quarters ending December 31, 2003
      and March 31, 2004, including balance sheets and income and cash flow
      statements, in each case audited (except for the quarterly financial
      statements) by independent public accountants of recognized standing and
      prepared in accordance with GAAP.

            (e) Fees and Expenses. Payment by the Borrower of all fees and
      expenses owed by it to the Lenders and the Administrative Agent,
      including, without limitation, payment to the Administrative Agent of the
      fees set forth in the Fee Letter.

            (f) Material Adverse Effect. No event or condition shall have
      occurred since September 30, 2003 that has had or would be reasonably
      expected to have a Material Adverse Effect.

            (g) Officer's Certificates. The Administrative Agent shall have
      received a certificate or certificates executed by a Financial Officer of
      the Borrower as of the Effective Date stating that (i) the Borrower and
      its Subsidiaries are in compliance with all existing material financial
      obligations, (ii) no action, suit, investigation or legal, equitable,
      arbitration or administrative proceeding is pending or, to such officer's
      knowledge, threatened in any court or before any arbitrator or
      Governmental Authority that would have or be reasonably expected to have a
      Material Adverse Effect, (iii) the

                                       25
<PAGE>

      financial statements and information delivered to the Administrative Agent
      on or before the Effective Date were prepared in good faith and in
      accordance with GAAP and (iv) immediately after giving effect to this
      Credit Agreement, the other Credit Documents and all the transactions
      contemplated herein and therein to occur on such date, (A) no Default or
      Event of Default exists, (B) all representations and warranties contained
      herein and in the other Credit Documents are true and correct in all
      material respects on and as of the date made and (C) the Borrower is in
      compliance with the financial covenant set forth in Section 7.2.

            (h) Payment of Existing Debt. Receipt by the Administrative Agent of
      evidence that the Existing Credit Agreement has been terminated and all
      amounts owing to the Lenders thereunder have been paid in full.

            (i) Other. Receipt by the Lenders of such other documents,
      instruments, agreements or information as reasonably requested by any
      Lender.

      5.2 CONDITIONS TO LOANS.

      In addition to the conditions precedent stated elsewhere herein, the
Lenders shall not be obligated to make new Loans unless:

            (a) Request. The Borrower shall have timely delivered a duly
      executed and completed Notice of Borrowing in conformance with all the
      terms and conditions of this Credit Agreement.

            (b) Representations and Warranties. The representations and
      warranties made by the Borrower are true and correct in all material
      respects at and as if made as of the date of the funding of the requested
      Loans.

            (c) No Default. No Default or Event of Default shall exist or be
      continuing either prior to or after giving effect thereto.

            (d) Availability. Immediately after giving effect to the making of a
      Loan (and the application of the proceeds thereof) the sum of the amount
      of Loans outstanding shall not exceed the Aggregate Commitment.

The delivery of each Notice of Borrowing shall constitute a representation and
warranty by the Borrower of the correctness of the matters specified in
subsections (b) through (d) above.

                                   SECTION 6.

                         REPRESENTATIONS AND WARRANTIES

      The Borrower hereby represents and warrants to each Lender that:

                                       26
<PAGE>

      6.1 ORGANIZATION AND GOOD STANDING.

      The Borrower (a) is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdictions of its incorporation, (b) is
duly qualified and in good standing as a foreign corporation authorized to do
business in every jurisdiction where the failure to so qualify would have or
would reasonably be expected to have a Material Adverse Effect and (c) has the
requisite corporate power and authority to own its properties and to carry on
its business as now conducted and as proposed to be conducted.

      6.2 DUE AUTHORIZATION.

      The Borrower (a) has the requisite corporate power and authority to
execute, deliver and perform this Credit Agreement and the other Credit
Documents and to incur the obligations herein and therein provided for and (b)
has been authorized by all necessary corporate action, to execute, deliver and
perform this Credit Agreement and the other Credit Documents.

      6.3 NO CONFLICTS.

      Neither the execution and delivery of the Credit Documents, nor the
consummation of the transactions contemplated therein, nor performance of and
compliance with the terms and provisions thereof by the Borrower will in any
material respect (a) violate or conflict with any provision of its articles of
incorporation or bylaws, (b) violate, contravene or conflict with any law
(including without limitation, the Public Utility Holding Company Act of 1935,
as amended), regulation (including without limitation, Regulation U, Regulation
X or any regulation promulgated by the Federal Energy Regulatory Commission),
order, writ, judgment, injunction, decree or permit applicable to it, (c)
violate, contravene or conflict with contractual provisions of, or cause an
event of default under, any indenture, loan agreement, mortgage, deed of trust,
contract or other agreement or instrument to which it is a party or by which it
or its properties may be bound, or (d) result in or require the creation of any
Lien upon or with respect to its properties.

      6.4 CONSENTS.

      No consent, approval, authorization or order of, or filing, registration
or qualification with, any court or Governmental Authority or third party is
required in connection with the execution, delivery or performance of this
Credit Agreement or any of the other Credit Documents.

      6.5 ENFORCEABLE OBLIGATIONS.

      This Credit Agreement and the other Credit Documents have been duly
executed and delivered and constitute legal, valid and binding obligations of
the Borrower enforceable against the Borrower in accordance with their
respective terms, except as may be limited by bankruptcy or insolvency laws or
similar laws affecting creditors' rights generally or by general equitable
principles.

                                       27
<PAGE>

      6.6 FINANCIAL CONDITION.

            (a) The financial statements delivered to the Lenders pursuant to
      Section 5.1(d) and pursuant to Section 7.1(a) and (b): (i) have been
      prepared in accordance with GAAP (subject to the provisions of Section
      1.3) and (ii) present fairly in all material respects the financial
      condition, results of operations, and cash flows of the Borrower and its
      Subsidiaries as of such date and for such periods.

            (b) Since March 31, 2004, there has been no sale, transfer or other
      disposition by the Borrower of any material part of the business or
      property of the Borrower, and no purchase or other acquisition by the
      Borrower of any business or property (including any Capital Stock of any
      other Person) material in relation to the financial condition of the
      Borrower, in each case which is not (i) reflected in the most recent
      financial statements delivered to the Lenders pursuant to Section 5.1(d)
      or 7.1 or in the notes thereto or (ii) otherwise permitted by the terms of
      this Credit Agreement and communicated to the Administrative Agent.

      6.7 NO MATERIAL CHANGE.

      Since September 30, 2003, there has been no development or event relating
to or affecting the Borrower or any of its Subsidiaries that has had or would be
reasonably expected to have a Material Adverse Effect.

      6.8 NO DEFAULT.

      No Default or Event of Default presently exists and is continuing.

      6.9 LITIGATION.

      There are no actions, suits, investigations or legal, equitable,
arbitration or administrative proceedings pending or, to the knowledge of the
Borrower, threatened against the Borrower, any of its Subsidiaries or any of its
properties which could have or be reasonably expected to have a Material Adverse
Effect.

      6.10 TAXES.

      The Borrower and its Subsidiaries have filed, or caused to be filed, all
tax returns (federal, state, local and foreign) required to be filed and paid
all amounts of taxes shown thereon to be due (including interest and penalties)
and has paid all other taxes, fees, assessments and other governmental charges
(including mortgage recording taxes, documentary stamp taxes and intangibles
taxes) owing by it, except for such taxes which are not yet delinquent or that
are being contested in good faith and by proper proceedings, and against which
adequate reserves are being maintained in accordance with GAAP.

      6.11 COMPLIANCE WITH LAW.

      The Borrower and each of its Subsidiaries is in compliance with all laws,
rules, regulations, orders and decrees applicable to it or to its properties,
except where the failure to be

                                       28
<PAGE>

in compliance would not have or would not reasonably be expected to have a
Material Adverse Effect.

      6.12 MATERIAL AGREEMENTS.

      Neither the Borrower nor any of its Subsidiaries is in default in any
respect under any contract, lease, loan agreement, indenture, mortgage, security
agreement or other agreement or obligation to which it is a party or by which
any of its properties is bound which default has had or would be reasonably
expected to have a Material Adverse Effect.

      6.13 ERISA.

      Except as would not result or be reasonably expected to result in a
Material Adverse Effect:

            (a) During the five-year period prior to the date on which this
      representation is made or deemed made: (i) no Termination Event has
      occurred, and, to the best knowledge of the Borrower, no event or
      condition has occurred or exists as a result of which any Termination
      Event is reasonably expected to occur, with respect to any Plan; (ii) no
      "accumulated funding deficiency," as such term is defined in Section 302
      of ERISA and Section 412 of the Code, whether or not waived, has occurred
      with respect to any Plan; (iii) each Plan has been maintained, operated,
      and funded in material compliance with its own terms and in material
      compliance with the provisions of ERISA, the Code, and any other
      applicable federal or state laws; and (iv) no Lien in favor or the PBGC or
      a Plan has arisen or is reasonably expected to arise on account of any
      Plan.

            (b) No liability has been or is reasonably expected by the Borrower
      to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to
      any Single Employer Plan by the Borrower or any of its Subsidiaries which
      has or would reasonably be expected to have a Material Adverse Effect.

            (c) The actuarial present value of all "benefit liabilities" under
      each Single Employer Plan (determined within the meaning of Section
      401(a)(2) of the Code, utilizing the actuarial assumptions used to fund
      such Plans), whether or not vested, did not, as of the last annual
      valuation date prior to the date on which this representation is made or
      deemed made, exceed the current value of the assets of such Plan allocable
      to such accrued liabilities, except as disclosed in the Borrower's
      financial statements.

            (d) Neither the Borrower nor any ERISA Affiliate has incurred, or,
      to the best knowledge of the Borrower, is reasonably expected to incur,
      any withdrawal liability under ERISA to any Multiemployer Plan or Multiple
      Employer Plan. Neither the Borrower nor any ERISA Affiliate has received
      any notification that any Multiemployer Plan is in reorganization (within
      the meaning of Section 4241 of ERISA), is insolvent (within the meaning of
      Section 4245 of ERISA), or has been terminated (within the meaning of
      Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of
      the Borrower, reasonably expected to be in reorganization, insolvent, or
      terminated.

                                       29
<PAGE>

            (e) No prohibited transaction (within the meaning of Section 406 of
      ERISA or Section 4975 of the Code) or breach of fiduciary responsibility
      has occurred with respect to a Plan which has subjected or is reasonably
      likely to subject the Borrower or any ERISA Affiliate to any liability
      under Sections 406, 407, 409, 502(i), or 502(l) of ERISA or Section 4975
      of the Code, or under any agreement or other instrument pursuant to which
      the Borrower or any ERISA Affiliate has agreed or is required to indemnify
      any person against any such liability.

            (f) The present value (determined using actuarial and other
      assumptions which are reasonable with respect to the benefits provided and
      the employees participating) of the liability of the Borrower and each
      ERISA Affiliate for post-retirement welfare benefits to be provided to
      their current and former employees under Plans which are welfare benefit
      plans (as defined in Section 3(1) of ERISA), net of all assets under all
      such Plans allocable to such benefits, are reflected on the financial
      statements referenced in Section 7.1 in accordance with FASB 106.

            (g) Each Plan which is a welfare plan (as defined in Section 3(1) of
      ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code
      apply has been administered in compliance in all material respects with
      such sections.

      6.14 USE OF PROCEEDS.

      The proceeds of the Loans hereunder will be used solely for the purposes
specified in Section 7.8. None of such proceeds will be used for the acquisition
of another Person unless the board of directors (or other comparable governing
body) or stockholders, as appropriate, of such Person has approved such
acquisition.

      6.15 GOVERNMENT REGULATION.

            (a) No proceeds of the Loans will be used, directly or indirectly,
      for the purpose of purchasing or carrying any "margin stock" within the
      meaning of Regulation U, or for the purpose of purchasing or carrying or
      trading in any securities. If requested by any Lender or the
      Administrative Agent, the Borrower will furnish to the Administrative
      Agent and each Lender a statement to the foregoing effect in conformity
      with the requirements of FR Form U-1 referred to in Regulation U. No
      indebtedness being reduced or retired out of the proceeds of the Loans was
      or will be incurred for the purpose of purchasing or carrying any margin
      stock within the meaning of Regulation U or any "margin security" within
      the meaning of Regulation T. "Margin stock" within the meaning of
      Regulation U does not constitute more than 25% of the value of the
      consolidated assets of the Borrower and its Subsidiaries. None of the
      transactions contemplated by the Credit Documents (including, without
      limitation, the direct or indirect use of the proceeds of the Loans) will
      violate or result in a violation of the Securities Act or the Exchange
      Act.

            (b) Neither the Borrower nor any of its Subsidiaries is (i) an
      "investment company" registered or required to be registered under the
      Investment Company Act of 1940, as amended, and is not controlled by an
      "investment company", or (ii) a "holding

                                       30
<PAGE>

      company", or a "subsidiary company" of a "holding company", or an
      "affiliate" of a "holding company" or of a "subsidiary" of a "holding
      company", within the meaning of the Public Utility Holding Company Act of
      1935, as amended.

            (c) No director, executive officer or principal shareholder of the
      Borrower or any of its Subsidiaries is a director, executive officer or
      principal shareholder of any Lender. For the purposes hereof the terms
      "director", "executive officer" and "principal shareholder" (when used
      with reference to any Lender) have the respective meanings assigned
      thereto in Regulation O.

      6.16 DISCLOSURE.

      Neither this Credit Agreement nor any financial statements delivered to
the Lenders nor any other document, certificate or statement furnished to the
Lenders by or on behalf of the Borrower in connection with the transactions
contemplated hereby contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements contained
therein or herein, taken as a whole, not misleading.

      6.17 ENVIRONMENTAL MATTERS.

      Except as would not result or be reasonably expected to result in a
Material Adverse Effect: (a) each of the properties of the Borrower and its
Subsidiaries (the "Properties") and all operations at the Properties are in
compliance in all material respects with all applicable Environmental Laws, (b)
there is no violation of any Environmental Law with respect to the Properties or
the businesses operated by the Borrower or its Subsidiaries (the "Businesses"),
and (c) there are no conditions relating to the Businesses or Properties that
would reasonably be expected to give rise to a material liability under any
applicable Environmental Laws.

      6.18 INSURANCE.

      The Borrower and its Subsidiaries maintain insurance with responsible and
reputable insurance companies or associations in such amounts and covering such
risks as is usually carried by companies engaged in similar business and owning
similar properties in the same general areas in which the Borrower and its
Subsidiaries operate.

      6.19 FRANCHISES, LICENSES, ETC.

      The Borrower and its Subsidiaries possess (a) good title to, or the legal
right to use, all material properties and assets and (b) all material
franchises, certificates, licenses, permits and other authorizations, in each
case as are necessary for the operation of their respective businesses.

      6.20 SECURED INDEBTEDNESS.

      All of the secured indebtedness of the Borrower is set forth on Schedule
6.20 or permitted by Section 8.6.

                                       31
<PAGE>

      6.21 SUBSIDIARIES.

      All Subsidiaries of the Borrower and the designation as to which such
Subsidiaries are Material Subsidiaries are set forth on Schedule 6.21. Schedule
6.21 may be updated from time to time by the Borrower.

                                   SECTION 7.

                              AFFIRMATIVE COVENANTS

      The Borrower hereby covenants and agrees that so long as this Credit
Agreement is in effect and until the Loans, together with interest, fees and
other obligations hereunder, have been paid in full and the Commitments shall
have terminated:

      7.1 INFORMATION COVENANTS.

      The Borrower will furnish, or cause to be furnished, to the Administrative
Agent (who shall forward copies thereof to each Lender):

            (a) Annual Financial Statements. As soon as available, and in any
      event within 120 days after the close of each fiscal year of the Borrower,
      a consolidated balance sheet and income statement of the Borrower and its
      Subsidiaries, as of the end of such fiscal year, together with retained
      earnings and a consolidated statement of cash flows for such fiscal year
      setting forth in comparative form figures for the preceding fiscal year,
      all such financial information described above to be in reasonable form
      and detail and audited by independent certified public accountants of
      recognized national standing reasonably acceptable to the Administrative
      Agent and whose opinion shall be furnished to the Administrative Agent,
      shall be to the effect that such financial statements have been prepared
      in accordance with GAAP (except for changes with which such accountants
      concur) and shall not be limited as to the scope of the audit or qualified
      in any respect.

            (b) Quarterly Financial Statements. As soon as available, and in any
      event within 65 days after the close of each fiscal quarter of the
      Borrower (other than the fourth fiscal quarter, in which case 120 days
      after the end thereof) a consolidated balance sheet and income statement
      of the Borrower and its Subsidiaries, as of the end of such fiscal
      quarter, together with a related consolidated statement of cash flows for
      such fiscal quarter in each case setting forth in comparative form figures
      for the corresponding period of the preceding fiscal year, all such
      financial information described above to be in reasonable form and detail
      and reasonably acceptable to the Administrative Agent, and accompanied by
      a certificate of a Financial Officer of the Borrower to the effect that
      such quarterly financial statements fairly present in all material
      respects the financial condition of the Borrower and have been prepared in
      accordance with GAAP, subject to changes resulting from audit and normal
      year-end audit adjustments.

            (c) Officer's Certificate. At the time of delivery of the financial
      statements provided for in Sections 7.1(a) and 7.1(b) above, a certificate
      of a Financial Officer of the Borrower, substantially in the form of
      Exhibit 7.1(c), (i) demonstrating compliance with

                                       32
<PAGE>

      Section 7.2 by calculation thereof as of the end of each such fiscal
      period and (ii) stating that no Default or Event of Default exists, or if
      any Default or Event of Default does exist, specifying the nature and
      extent thereof and what action the Borrower proposes to take with respect
      thereto.

            (d) Reports. Promptly upon transmission or receipt thereof, copies
      of any filings and registrations with, and reports to or from, any
      Governmental Authority, including, without limitation, the Securities and
      Exchange Commission or any successor agency and any utility regulatory
      body.

            (e) Notices. Upon the Borrower obtaining knowledge thereof, the
      Borrower will give written notice to the Administrative Agent immediately
      of (i) the occurrence of a Default or Event of Default, specifying the
      nature and existence thereof and what action the Borrower proposes to take
      with respect thereto and (ii) the occurrence of any of the following with
      respect to the Borrower or any Subsidiary: (A) the pendency or
      commencement of any litigation, arbitration or governmental proceeding
      against the Borrower or such Subsidiary which, if adversely determined,
      would have or would be reasonably expected to have a Material Adverse
      Effect or (B) the institution of any proceedings against the Borrower or
      such Subsidiary with respect to, or the receipt of notice by such Person
      of potential liability or responsibility for violation or alleged
      violation of, any federal, state or local law, rule or regulation
      (including, without limitation, any Environmental Law), the violation of
      which would have or would be reasonably expected to have a Material
      Adverse Effect.

            (f) ERISA. Upon the Borrower or any ERISA Affiliate obtaining
      knowledge thereof, the Borrower will give written notice to the
      Administrative Agent and each of the Lenders promptly (and in any event
      within five Business Days) of: (i) any event or condition, including, but
      not limited to, any Reportable Event, that constitutes, or would be
      reasonably expected to lead to, a Termination Event; (ii) any
      communication from the PBGC stating its intention to terminate any Plan or
      to have a trustee appointed to administer any Plan together with a
      statement of the amount of liability, if any, incurred or expected to be
      incurred by the Borrower or any Subsidiary in connection therewith; (iii)
      with respect to any Multiemployer Plan, the receipt of notice as
      prescribed in ERISA or otherwise of any withdrawal liability assessed
      against the Borrower or any ERISA Affiliate, or of a determination that
      any Multiemployer Plan is in reorganization or insolvent (both within the
      meaning of Title IV of ERISA); (iv) the failure to make full payment on or
      before the due date (including extensions) thereof of all amounts which
      the Borrower or any of its Subsidiaries or ERISA Affiliates is required to
      contribute to each Plan pursuant to its terms and as required to meet the
      minimum funding standard set forth in ERISA and the Code with respect
      thereto; or (v) any change in the funding status of any Plan that would
      have or would be reasonably expected to have a Material Adverse Effect;
      together, with a description of any such event or condition or a copy of
      any such notice and a statement by a officer of the Borrower briefly
      setting forth the details regarding such event, condition, or notice, and
      the action, if any, which has been or is being taken or is proposed to be
      taken by the Borrower with respect thereto. Promptly upon request, the
      Borrower shall furnish the Administrative Agent and each of the Lenders
      with such additional information concerning any Plan as may be reasonably

                                       33
<PAGE>

      requested, including, but not limited to, copies of each annual
      report/return (Form 5500 series), as well as all schedules and attachments
      thereto required to be filed with the Department of Labor and/or the
      Internal Revenue Service pursuant to ERISA and the Code, respectively, for
      each "plan year" (within the meaning of Section 3(39) of ERISA).

            (g) Other Information. With reasonable promptness upon any such
      request, such other information regarding the business, properties or
      financial condition of the Borrower as the Administrative Agent or the
      Required Lenders may reasonably request.

      7.2 DEBT TO CAPITALIZATION RATIO.

            At all times, the Debt to Capitalization Ratio shall be less than or
equal to 0.70 to 1.0.

      7.3 PRESERVATION OF EXISTENCE, FRANCHISES AND ASSETS.

      The Borrower will, and will cause its Subsidiaries to, do all things
necessary to preserve and keep in full force and effect its existence, rights,
franchises and authority, except where failure to do so would not or would not
reasonably be expected to have a Material Adverse Effect. The Borrower will, and
will cause its Subsidiaries to, generally maintain its properties, real and
personal, in good condition, and the Borrower and its Subsidiaries shall not
waste or otherwise permit such properties to deteriorate, reasonable wear and
tear excepted, except where failure to do so would not or would not reasonably
be expected to have a Material Adverse Effect.

      7.4 BOOKS AND RECORDS.

      The Borrower will, and will cause its Subsidiaries to, keep complete and
accurate books and records of its transactions in accordance with good
accounting practices on the basis of GAAP (including the establishment and
maintenance of appropriate reserves).

      7.5 COMPLIANCE WITH LAW.

      The Borrower will, and will cause its Subsidiaries to, comply with, and
obtain all permits and licenses required by, all laws (including, without
limitation, all Environmental Laws and ERISA laws), rules, regulations and
orders, and all applicable restrictions imposed by all Governmental Authorities,
applicable to it and its property, if the failure to comply would have or would
be reasonably expected to have a Material Adverse Effect.

      7.6 PAYMENT OF TAXES AND OTHER INDEBTEDNESS.

      The Borrower will, and will cause its Subsidiaries to, pay, settle or
discharge (a) all taxes, assessments and governmental charges or levies imposed
upon it, or upon its income or profits, or upon any of its properties, before
they shall become delinquent, (b) all lawful claims (including claims for labor,
materials and supplies) which, if unpaid, might give rise to a Lien upon any of
its properties, and (c) all of its other indebtedness as it shall become due (to
the extent such repayment is not otherwise prohibited by this Credit Agreement);
provided, however, that the Borrower shall not be required to pay any such tax,
assessment, charge, levy, claim or indebtedness which is being contested in good
faith by appropriate action and as to which

                                       34
<PAGE>

adequate reserves therefor, if required, have been established in accordance
with GAAP, unless the failure to make any such payment (i) would give rise to an
immediate right to foreclose or collect on a Lien securing such amounts or (ii)
would have or would reasonably be expected to have a Material Adverse Effect.

      7.7 INSURANCE.

      The Borrower will, and will cause its Subsidiaries to, at all times
maintain in full force and effect insurance (including worker's compensation
insurance, liability insurance, casualty insurance and business interruption
insurance) with responsible and reputable insurance companies in such amounts,
covering such risks and liabilities and with such deductibles or self-insurance
retentions as are in accordance with normal industry practice.

      7.8 USE OF PROCEEDS.

      The proceeds of the Loans may be used solely (a) to refinance the
indebtedness under the Existing Credit Agreement and (b) for working capital,
capital expenditures and other lawful corporate purposes of the Borrower.

      7.9 AUDITS/INSPECTIONS.

      Upon reasonable prior notice and during normal business hours, the
Borrower will permit representatives appointed by the Administrative Agent,
including, without limitation, independent accountants, agents, attorneys, and
appraisers to visit and inspect the Borrower's and its Subsidiaries' property,
including their books and records, their accounts receivable and inventory, the
Borrower's and its Subsidiaries' facilities and their other business assets, and
to make photocopies or photographs thereof and to write down and record any
information such representative obtains and shall permit the Administrative
Agent or its representatives to investigate and verify the accuracy of
information provided to the Lenders and to discuss all such matters with the
officers, employees and representatives of the Borrower and its Subsidiaries.

                                   SECTION 8.

                               NEGATIVE COVENANTS

      The Borrower hereby covenants and agrees that so long as this Credit
Agreement is in effect and until the Loans, together with interest, fees and
other obligations hereunder, have been paid in full and the Commitments shall
have terminated:

      8.1 NATURE OF BUSINESS.

      The Borrower will not materially alter the character of its business from
that conducted as of the Closing Date.

      8.2 CONSOLIDATION AND MERGER.

      The Borrower will not (a) enter into any transaction of merger, or (b)
consolidate, liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution); provided that, so

                                       35
<PAGE>

long as no Default or Event of Default shall exist or be caused thereby, a
Person may be merged or consolidated with or into the Borrower so long as the
Borrower shall be the continuing or surviving corporation.

      8.3 SALE OR LEASE OF ASSETS.

      Within any twelve month period, the Borrower will not, nor will it permit
any Subsidiary to, convey, sell, lease, transfer or otherwise dispose of assets,
business or operations with a net book value in excess of 25% of Total Assets as
calculated as of the end of the most recent fiscal quarter.

      8.4 ARM'S-LENGTH TRANSACTIONS.

      The Borrower will not, nor will it permit its Subsidiaries to, enter into
any transaction or series of transactions, whether or not in the ordinary course
of business, with any officer, director or Affiliate other than on terms and
conditions substantially as favorable as would be obtainable in a comparable
arm's-length transaction with a Person other than an officer, director or
Affiliate.

      8.5 FISCAL YEAR; ORGANIZATIONAL DOCUMENTS.

      The Borrower will not (a) change its fiscal year or (b) in any manner that
would reasonably be expected to materially adversely affect the rights of the
Lenders, change its organizational documents or its bylaws; it being understood
that the Borrower's shareholders may approve an amendment to the Borrower's
Articles of Incorporation to permit the issuance of Preferred Securities.

      8.6 LIENS.

      The Borrower will not, nor will it permit any of its Material Subsidiaries
to, contract, create, incur, assume or permit to exist any Lien with respect to
any of its property or assets of any kind (whether real or personal, tangible or
intangible), whether now owned or after acquired, except for the following: (a)
Liens securing Borrower Obligations, (b) Liens for taxes not yet due or Liens
for taxes being contested in good faith by appropriate action and for which
adequate reserves, if required, determined in accordance with GAAP have been
established (and as to which the property subject to any such Lien is not yet
subject to foreclosure, sale or loss on account thereof), (c) Liens in respect
of property imposed by law arising in the ordinary course of business such as
materialmen's, mechanics', warehousemen's, carrier's, landlords' and other
nonconsensual statutory Liens which are not yet due and payable, which have been
in existence less than 90 days or which are being contested in good faith by
appropriate action and for which adequate reserves, if required, determined in
accordance with GAAP have been established (and as to which the property subject
to any such Lien is not yet subject to foreclosure, sale or loss on account
thereof), (d) pledges or deposits made in the ordinary course of business to
secure payment of worker's compensation insurance, unemployment insurance,
pensions or social security programs, (e) Liens arising from good faith
deposits in connection with or to secure performance of tenders, bids, leases,
government contracts, performance and return-of-money bonds and other similar
obligations incurred in the ordinary course of business (other than obligations
in respect of the payment of borrowed money), (f) Liens arising from good faith

                                       36
<PAGE>

deposits in connection with or to secure performance of statutory obligations
and surety and appeal bonds, (g) easements, rights-of-way, restrictions
(including zoning restrictions), minor defects or irregularities in title and
other similar charges or encumbrances not, in any material respect, impairing
the use of the encumbered property for its intended purposes, (h) judgment Liens
that would not constitute an Event of Default, (i) Liens arising by virtue of
any statutory or common law provision relating to banker's liens, rights of
setoff or similar rights as to deposit accounts or other funds maintained with a
creditor depository institution, (j) any Lien on any assets securing
indebtedness incurred or assumed for the purpose of financing all or any part of
the cost of acquiring such assets; provided that such Lien attaches to such
asset concurrently with or within 90 days after the acquisition thereof, (k) any
Lien on any asset of any Person existing at the time such Person is merged or
consolidated with or into the Borrower or one of its Subsidiaries and not
created in contemplation of such event, (l) any Lien existing on any asset prior
to the acquisition thereof by the Borrower or one of its Subsidiaries and not
created in contemplation of such acquisition, (m) any Lien (whether such Lien
applies to current assets or after-acquired property, or both) on any assets of
the Borrower or such Material Subsidiary created pursuant to the 1957 Indenture
or the 1959 Indenture; provided that any Lien on any assets of the Borrower or
such Material Subsidiary that are specifically excluded as collateral under such
Indentures shall not be deemed to be a Permitted Lien hereunder, (n) any Lien on
the assets of the Borrower pursuant to Section 803 of the 1998 Indenture or
Section 803 of the 2001 Indenture, if placed on the property of the Borrower on
a pro rata basis only with Liens securing Borrower Obligations and other Liens
that may be placed on the properties of the Borrower in the future, (o) Liens on
Fixed Assets not otherwise permitted by this Credit Agreement securing
indebtedness in the aggregate (at the time such Liens are created) not in excess
of five percent (5%) of Consolidated Net Property, and (p) any extension,
renewal or replacement (or successive extensions, renewals or replacements), as
a whole or in part, of any Liens referred to in the foregoing clauses (a)
through (o) for amounts not exceeding the principal amount of the indebtedness
secured by the Lien so extended, renewed or replaced; provided that such
extension, renewal or replacement Lien is limited to all or a part of the same
property or assets that were covered by the Lien extended, renewed or replaced
(plus improvements on such property or assets).

                                   SECTION 9.

                                EVENTS OF DEFAULT

      9.1 EVENTS OF DEFAULT.

      An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):

            (a) Payment. The Borrower shall default in the payment (i) when due
      of any principal of any of the Loans or (ii) within one Business Day of
      when due of any interest on the Loans or of any fees or other amounts
      owing hereunder, under any of the other Credit Documents or in connection
      herewith.

            (b) Representations. Any representation, warranty or statement made
      or deemed to be made by the Borrower herein, in any of the other Credit
      Documents, or in

                                       37
<PAGE>

      any statement or certificate delivered or required to be delivered
      pursuant hereto or thereto shall prove untrue in any material respect on
      the date as of which it was deemed to have been made.

            (c) Covenants. The Borrower shall:

                  (i) default in the due performance or observance of any term,
            covenant or agreement contained in Sections 7.2, 7.3, 7.4, 7.5, 7.9
            or 8.1 through 8.6 inclusive; or

                  (ii) default in the due performance or observance by it of any
            term, covenant or agreement contained in Section 7.1 and such
            default shall continue unremedied for a period of five Business Days
            after the earlier of the Borrower becoming aware of such default or
            notice thereof given by the Administrative Agent; or

                  (iii) default in the due performance or observance by it of
            any term, covenant or agreement (other than those referred to in
            subsections (a), (b), (c)(i), or (c)(ii) of this Section 9.1)
            contained in this Credit Agreement or any other Credit Document and
            such default shall continue unremedied for a period of at least 30
            days after the earlier of the Borrower becoming aware of such
            default or notice thereof given by the Administrative Agent.

            (d) Credit Documents. The Borrower shall default in the due
      performance or observance of any term, covenant or agreement in any of the
      other Credit Documents and such default shall continue unremedied for a
      period of at least 30 days after the earlier of the Borrower becoming
      aware of such default or notice thereof given by the Administrative Agent
      or (ii) any Credit Document shall fail to be in full force and effect or
      the Borrower shall so assert or any Credit Document shall fail to give the
      Administrative Agent and/or the Lenders the rights, powers and privileges
      purported to be created thereby.

            (e) Bankruptcy, etc. The occurrence of any of the following with
      respect to the Borrower or any of its Material Subsidiaries: (i) a court
      or governmental agency having jurisdiction in the premises shall enter a
      decree or order for relief in respect of the Borrower or any of its
      Material Subsidiaries in an involuntary case under any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator
      or similar official of the Borrower or any of its Material Subsidiaries or
      for any substantial part of its property or order the winding up or
      liquidation of its affairs; or (ii) an involuntary case under any
      applicable bankruptcy, insolvency or other similar law now or hereafter in
      effect is commenced against the Borrower or any of its Material
      Subsidiaries and such petition remains unstayed and in effect for a period
      of 60 consecutive days; or (iii) the Borrower or any of its Material
      Subsidiaries shall commence a voluntary case under any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      consent to the entry of an order for relief in an involuntary case under
      any such law, or consent to the appointment or taking possession by a
      receiver, liquidator, assignee, custodian, trustee,

                                       38
<PAGE>
      sequestrator or similar official of such Person or any substantial part of
      its property or make any general assignment for the benefit of creditors;
      or (iv) the Borrower or any of its Material Subsidiaries shall admit in
      writing its inability to pay its debts generally as they become due or any
      action shall be taken by such Person in furtherance of any of the
      aforesaid purposes.

            (f) Defaults under Other Agreements. With respect to (x) any secured
      indebtedness of the Borrower or (y) any other indebtedness in excess of
      $20,000,000 (other than indebtedness outstanding under this Credit
      Agreement) of the Borrower (A) the Borrower shall (1) default in any
      payment (beyond the applicable grace period with respect thereto, if any)
      with respect to any such indebtedness, or (2) default (after giving effect
      to any applicable grace period) in the observance or performance of any
      covenant or agreement relating to such indebtedness or contained in any
      instrument or agreement evidencing, securing or relating thereto, or any
      other event or condition shall occur or condition exist, the effect of
      which default or other event or condition is to cause, or permit, the
      holder of the holders of such indebtedness (or trustee or agent on behalf
      of such holders) to cause (determined without regard to whether any notice
      or lapse of time is required) any such indebtedness to become due prior to
      its stated maturity; or (B) any such indebtedness shall be declared due
      and payable, or required to be prepaid other than by a regularly scheduled
      required prepayment prior to the stated maturity thereof; or (C) any such
      indebtedness shall mature and remain unpaid.

            (g) Judgments. One or more judgments, orders, or decrees shall be
      entered against the Borrower involving a liability of $20,000,000 or more,
      in the aggregate, (to the extent not paid or covered by insurance provided
      by a carrier who has acknowledged coverage) and such judgments, orders or
      decrees shall continue unsatisfied, undischarged and unstayed for a period
      ending on the first to occur of (i) the last day on which such judgment,
      order or decree becomes final and unappealable and, where applicable, with
      the status of a judicial lien or (ii) 60 days; provided that if such
      judgment, order or decree provides for periodic payments over time then
      the Borrower shall have a grace period of 30 days with respect to each
      such periodic payment.

            (h) ERISA. The occurrence of any of the following events or
      conditions if any of the same would be reasonably expected to result in a
      liability of an amount greater than or equal to $20,000,000: (A) any
      "accumulated funding deficiency," as such term is defined in Section 302
      of ERISA and Section 412 of the Code, whether or not waived, shall exist
      with respect to any Plan, or any lien shall arise on the assets of the
      Borrower or any ERISA Affiliate in favor of the PBGC or a Plan; (B) a
      Termination Event shall occur with respect to a Single Employer Plan,
      which is, in the reasonable opinion of the Administrative Agent, likely to
      result in the termination of such Plan for purposes of Title IV of ERISA;
      (C) a Termination Event shall occur with respect to a Multiemployer Plan
      or Multiple Employer Plan, which is, in the reasonable opinion of the
      Administrative Agent, likely to result in (i) the termination of such Plan
      for purposes of Title IV of ERISA, or (ii) the Borrower or any ERISA
      Affiliate incurring any liability in connection with a withdrawal from,
      reorganization of (within the meaning of Section 4241 of ERISA), or
      insolvency (within the meaning of Section 4245 of ERISA) of such Plan; or
      (D) any prohibited transaction (within the meaning of Section 406 of ERISA
      or Section

                                       39
<PAGE>

      4975 of the Code) or breach of fiduciary responsibility shall occur which
      would be reasonably expected to subject the Borrower or any ERISA
      Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of
      ERISA or Section 4975 of the Code, or under any agreement or other
      instrument pursuant to which the Borrower or any ERISA Affiliate has
      agreed or is required to indemnify any person against any such liability.

            (i) Change of Control. The occurrence of any Change of Control.

      9.2 ACCELERATION; REMEDIES.

      Upon the occurrence and during the continuation of an Event of Default,
the Administrative Agent may, with the consent of the Required Lenders, and
shall, upon the request and direction of the Required Lenders, by written notice
to the Borrower take any of the following actions without prejudice to the
rights of the Administrative Agent or any Lender to enforce its claims against
the Borrower, except as otherwise specifically provided for herein:

                  (i) Termination of Commitments. Declare the Commitments
            terminated whereupon the Commitments shall be immediately
            terminated.

                  (ii) Acceleration of Loans. Declare the unpaid amount of all
            Borrower Obligations to be due whereupon the same shall be
            immediately due and payable without presentment, demand, protest or
            other notice of any kind, all of which are hereby waived by the
            Borrower.

                  (iii) Enforcement of Rights. Enforce any and all rights and
            interests created and existing under the Credit Documents,
            including, without limitation, all rights of set-off.

Notwithstanding the foregoing, if an Event of Default specified in Section
9.1(e) shall occur, then the Commitments shall automatically terminate and all
Loans, all accrued interest in respect thereof, all accrued and unpaid fees and
other indebtedness or obligations owing to the Lenders and the Administrative
Agent hereunder shall immediately become due and payable without the giving of
any notice or other action by the Administrative Agent or the Lenders.

Notwithstanding the fact that enforcement powers reside primarily with the
Administrative Agent, each Lender has, to the extent permitted by law, a
separate right of payment and shall be considered a separate "creditor" holding
a separate "claim" within the meaning of Section 101(5) of the Bankruptcy Code
or any other insolvency statute.

      9.3 ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT.

      Notwithstanding any other provisions of this Credit Agreement, after the
occurrence of an Event of Default, all amounts collected or received by the
Administrative Agent or any Lender on account of amounts outstanding under any
of the Credit Documents shall be paid over or delivered as follows:

            FIRST, to the payment of all reasonable out-of-pocket costs and
      expenses (including without limitation reasonable attorneys' fees) of the
      Administrative Agent or

                                       40
<PAGE>

      any of the Lenders in connection with enforcing the rights of the
      Lenders under the Credit Documents, pro rata as set forth below;

            SECOND, to payment of any fees owed to the Administrative Agent, or
      any Lender, pro rata as set forth below;

            THIRD, to the payment of all accrued interest payable to the Lenders
      hereunder, pro rata as set forth below;

            FOURTH, to the payment of the outstanding principal amount of the
      Loans, pro rata as set forth below;

            FIFTH, to all other obligations which shall have become due and
      payable under the Credit Documents and not repaid pursuant to clauses
      "FIRST" through "FOURTH" above; and

            SIXTH, to the payment of the surplus, if any, to whoever may be
      lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category and (b) each of the Lenders shall receive an amount equal to
its pro rata share (based on the proportion that the then outstanding Loans held
by such Lender bears to the aggregate then outstanding Loans) of amounts
available to be applied.

                                  SECTION 10.

                                AGENCY PROVISIONS

      10.1 APPOINTMENT.

      Each Lender hereby designates and appoints Bank One, NA as agent of such
Lender to act as specified herein and the other Credit Documents, and each such
Lender hereby authorizes the Administrative Agent, as the agent for such Lender,
to take such action on its behalf under the provisions of this Credit Agreement
and the other Credit Documents and to exercise such powers and perform such
duties as are expressly delegated by the terms hereof and of the other Credit
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere herein and in the other
Credit Documents, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein and therein, or any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Credit Agreement or any of the other Credit Documents, or shall otherwise exist
against the Administrative Agent. The provisions of this Section 10.1 are solely
for the benefit of the Administrative Agent and the Lenders and the Borrower
shall not have any rights as a third party beneficiary of the provisions hereof.
In performing its functions and duties under this Credit Agreement and the other
Credit Documents, the Administrative Agent shall act solely as agent of the
Lenders and does not assume and shall not be deemed to have assumed any
obligation or relationship of agency or trust with or for the Borrower. Any
agent named herein (other than the

                                       41
<PAGE>

Administrative Agent) shall have no duties or obligations whatsoever under this
Credit Agreement or the other Credit Documents.

      10.2 DELEGATION OF DUTIES.

      The Administrative Agent may execute any of its duties hereunder or under
the other Credit Documents by or through agents or attorneys-in-fact and shall
be entitled to advice of counsel concerning all matters pertaining to such
duties. The Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.

      10.3 EXCULPATORY PROVISIONS.

      Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be liable to any Lender
for any action lawfully taken or omitted to be taken by it or such Person under
or in connection herewith or in connection with any of the other Credit
Documents (except for its or such Person's own gross negligence or willful
misconduct), or responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by the Borrower
contained herein or in any of the other Credit Documents or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection herewith or in connection
with the other Credit Documents, or enforceability or sufficiency therefor of
any of the other Credit Documents, or for any failure of the Borrower to perform
its obligations hereunder or thereunder. The Administrative Agent shall not be
responsible to any Lender for the effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of this Credit Agreement, or any
of the other Credit Documents or for any representations, warranties, recitals
or statements made herein or therein or made by the Borrower in any written or
oral statement or in any financial or other statements, instruments, reports,
certificates or any other documents in connection herewith or therewith
furnished or made by the Administrative Agent to the Lenders or by or on behalf
of the Borrower to the Administrative Agent or any Lender or be required to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained herein or therein or
as to the use of the proceeds of the Loans or of the existence or possible
existence of any Default or Event of Default or to inspect the properties, books
or records of the Borrower. The Administrative Agent is not a trustee for the
Lenders and owes no fiduciary duty to the Lenders.

      10.4 RELIANCE ON COMMUNICATIONS.

      The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it in
good faith to be genuine and correct and to have been signed, sent or made by
the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrower, independent accountants
and other experts selected by the Administrative Agent with reasonable care).
The Administrative Agent may deem and treat the Lenders as the owner of its
interests hereunder for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Administrative
Agent in

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<PAGE>

accordance with Section 11.3(b). The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Credit Agreement
or under any of the other Credit Documents unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate or it
shall first be indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder or under
any of the other Credit Documents in accordance with a request of the Required
Lenders (or to the extent specifically provided in Section 11.6, all the
Lenders) and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders (including their successors and
assigns).

      10.5 NOTICE OF DEFAULT.

      The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or the Borrower referring
to the Credit Document, describing such Default or Event of Default and stating
that such notice is a "notice of default." In the event that the Administrative
Agent receives such a notice, the Administrative Agent shall give prompt notice
thereof to the Lenders. The Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by
the Required Lenders.

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<PAGE>

      10.6 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

      Each Lender expressly acknowledges that neither the Administrative Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates has made any representations or warranties to it and that no act by
the Administrative Agent or any affiliate thereof hereinafter taken, including
any review of the affairs of the Borrower, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Lender. Each
Lender represents to the Administrative Agent that it has, independently and
without reliance upon the Administrative Agent or any other Lender, and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, assets, operations, property,
financial and other conditions, prospects and creditworthiness of the Borrower
and made its own decision to make its Extensions of Credit hereunder and enter
into this Credit Agreement. Each Lender also represents that it will,
independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions
in taking or not taking action under this Credit Agreement, and to make such
investigation as it deems necessary to inform itself as to the business, assets,
operations, property, financial and other conditions, prospects and
creditworthiness of the Borrower. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, assets, property, financial or other
conditions, prospects or creditworthiness of the Borrower which may come into
the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

      10.7 INDEMNIFICATION.

      Each Lender agrees to indemnify the Administrative Agent in its capacity
as such (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to its Commitment
Percentage at the time the indemnification request is made, from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever which
may at any time (including without limitation at any time following the payment
in full of the Borrower Obligations) be imposed on, incurred by or asserted
against the Administrative Agent in its capacity as such in any way relating to
or arising out of this Credit Agreement or the other Credit Documents or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing; provided
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross negligence or willful
misconduct of the Administrative Agent. If any indemnity furnished to the
Administrative Agent for any purpose shall, in the opinion of the Administrative
Agent, be insufficient or become impaired, the Administrative Agent may call for
additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished. The agreements in this
Section 10.7 shall survive the payment of the Borrower Obligations and all other
amounts payable hereunder and under the other Credit Documents and the
termination of the Commitments.

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<PAGE>

      10.8 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

      The Administrative Agent and its Affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrower as
though the Administrative Agent were not Administrative Agent hereunder. With
respect to the Loans made and all Borrower Obligations owing to it, the
Administrative Agent shall have the same rights and powers under this Credit
Agreement as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.

      10.9 SUCCESSOR AGENT.

      The Administrative Agent may, at any time, resign upon 20 days written
notice to the Lenders. Upon any such resignation, the Required Lenders shall
have the right to appoint a successor Administrative Agent, which successor
shall be reasonably acceptable to the Borrower; provided that the Borrower shall
have no right to approve such successor during the existence and continuation of
a Default or Event of Default. If no successor Administrative Agent shall have
been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the notice of resignation, then the retiring
Administrative Agent shall select a successor Administrative Agent; provided
such successor is an Eligible Assignee (or if no Eligible Assignee shall have
been so appointed by the retiring Administrative Agent and shall have accepted
such appointment, then the Lenders shall perform all obligations of the retiring
Administrative Agent hereunder until such time, if any, as a successor
Administrative Agent shall have been appointed and shall have accepted such
appointment as provided for above). Upon the acceptance of any appointment as an
Administrative Agent hereunder by a successor, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations as an
Administrative Agent, as appropriate, under this Credit Agreement and the other
Credit Documents and the provisions of this Section 10 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was an
Administrative Agent under this Credit Agreement.

                                   SECTION 11.

                                  MISCELLANEOUS

      11.1 NOTICES.

      Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (a) when
delivered, (b) when transmitted via telecopy (or other facsimile device), (c)
the Business Day following the day on which the same has been delivered to a
reputable national overnight air courier service, or (d) the third Business Day
following the day on which the same is sent by certified or registered mail,
postage prepaid, in each case to the respective parties at the address or
telecopy numbers set forth on Schedule 11.1, or at such other address as such
party may specify by written notice to the other parties hereto.

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<PAGE>

      11.2 RIGHT OF SET-OFF.

      In addition to any rights now or hereafter granted under applicable law or
otherwise, and not by way of limitation of any such rights, upon the occurrence
and during the continuation of an Event of Default and the commencement of
remedies described in Section 9.2, each Lender is authorized at any time and
from time to time, without presentment, demand, protest or other notice of any
kind (all of which rights being hereby expressly waived), to set-off and to
appropriate and apply any and all deposits (general or special) and any other
indebtedness at any time held or owing by such Lender (including, without
limitation branches, agencies or Affiliates of such Lender wherever located) to
or for the credit or the account of the Borrower against obligations and
liabilities of the Borrower to the Lenders hereunder, under the Notes or the
other Credit Documents, irrespective of whether the Administrative Agent or the
Lenders shall have made any demand hereunder and although such obligations,
liabilities or claims, or any of them, may be contingent or unmatured, and any
such set-off shall be deemed to have been made immediately upon the occurrence
of an Event of Default even though such charge is made or entered on the books
of such Lender subsequent thereto. The Borrower hereby agrees that any Person
purchasing a participation in the Loans and Commitments hereunder pursuant to
Section 11.3(c) may exercise all rights of set-off with respect to its
participation interest as fully as if such Person were a Lender hereunder.

      11.3 BENEFIT OF AGREEMENT.

            (a) Generally. This Credit Agreement shall be binding upon and inure
      to the benefit of and be enforceable by the respective successors and
      assigns of the parties hereto; provided that the Borrower may not assign
      and transfer any of its interests without the prior written consent of the
      Lenders; and provided further that the rights of each Lender to transfer,
      assign or grant participations in its rights and/or obligations hereunder
      shall be limited as set forth below in this Section 11.3.

            (b) Assignments. Each Lender may assign to one or more Eligible
      Assignees all or a portion of its rights and obligations under this Credit
      Agreement (including, without limitation, all or a portion of its Loans,
      its Notes, and its Commitment); provided, however, that:

                  (i) each such assignment shall be to an Eligible Assignee;

                  (ii) except in the case of an assignment to another Lender or
            an assignment of all of a Lender's rights and obligations under this
            Credit Agreement, any such partial assignment shall (unless each of
            the Borrower and the Administrative Agent otherwise consents) be in
            an amount at least equal to $3,000,000 (or, if less, the remaining
            amount of the Commitment being assigned by such Lender) and an
            integral multiple of $1,000,000 in excess thereof;

                  (iii) each such assignment by a Lender shall be of a constant,
            and not varying, percentage of all of its rights and obligations
            under this Credit Agreement and the Notes; and

                                       46
<PAGE>

                  (iv) the parties to such assignment shall execute and deliver
            to the Administrative Agent for its acceptance an Assignment
            Agreement in substantially the form of Exhibit 11.3(b), together
            with a processing fee from the assignor of $5,000.

      Upon execution, delivery, and acceptance of such Assignment Agreement, the
      assignee thereunder shall be a party hereto and, to the extent of such
      assignment, have the obligations, rights, and benefits of a Lender
      hereunder and the assigning Lender shall, to the extent of such
      assignment, relinquish its rights and be released from its obligations
      under this Credit Agreement. Upon the consummation of any assignment
      pursuant to this Section 11.3(b), the assignor, the Administrative Agent
      and the Borrower shall make appropriate arrangements so that, if required,
      new Notes are issued to the assignor and the assignee. If the assignee is
      not incorporated under the laws of the United States of America or a state
      thereof; it shall deliver to the Borrower and the Administrative Agent
      certification as to exemption from deduction or withholding of taxes in
      accordance with Section 4.4.

            By executing and delivering an assignment agreement in accordance
      with this Section 11.3(b), the assigning Lender thereunder and the
      assignee thereunder shall be deemed to confirm to and agree with each
      other and the other parties hereto as follows: (A) such assigning Lender
      warrants that it is the legal and beneficial owner of the interest being
      assigned thereby free and clear of any adverse claim created by such
      assigning Lender and the assignee warrants that it is an Eligible
      Assignee; (B) except as set forth in clause (A) above, such assigning
      Lender makes no representation or warranty and assumes no responsibility
      with respect to any statements, warranties or representations made in or
      in connection with this Credit Agreement, any of the other Credit
      Documents or any other instrument or document furnished pursuant hereto or
      thereto, or the execution, legality, validity, enforceability,
      genuineness, sufficiency or value of this Credit Agreement, any of the
      other Credit Documents or any other instrument or document furnished
      pursuant hereto or thereto or the financial condition of the Borrower or
      the performance or observance by the Borrower of any of its obligations
      under this Credit Agreement, any of the other Credit Documents or any
      other instrument or document furnished pursuant hereto or thereto; (C)
      such assignee represents and warrants that it is legally authorized to
      enter into such assignment agreement; (D) such assignee confirms that it
      has received a copy of this Credit Agreement, the other Credit Documents
      and such other documents and information as it has deemed appropriate to
      make its own credit analysis and decision to enter into such assignment
      agreement; (E) such assignee will independently and without reliance upon
      the Administrative Agent, such assigning Lender or any other Lender, and
      based on such documents and information as it shall deem appropriate at
      the time, continue to make its own credit decisions in taking or not
      taking action under this Credit Agreement and the other Credit Documents;
      (F) such assignee appoints and authorizes the Administrative Agent to take
      such action on its behalf and to exercise such powers under this Credit
      Agreement or any other Credit Document as are delegated to the
      Administrative Agent by the terms hereof or thereof, together with such
      powers as are reasonably incidental thereto; and (G) such assignee agrees
      that it will perform in accordance with their terms all the obligations

                                       47
<PAGE>

      which by the terms of this Credit Agreement and the other Credit Documents
      are required to be performed by it as a Lender.

            (c) Register. The Administrative Agent shall maintain a copy of each
      Assignment Agreement delivered to and accepted by it and a register for
      the recordation of the names and addresses of the Lenders and the
      Commitment of, and principal amount of the Loans owing to, each Lender
      from time to time (the "Register"). The entries in the Register shall be
      conclusive and binding for all purposes, absent manifest error, and the
      Borrower, the Administrative Agent and the Lenders may treat each Person
      whose name is recorded in the Register as a Lender hereunder for all
      purposes of this Credit Agreement. The Register shall be available for
      inspection by the Borrower or any Lender at any reasonable time and from
      time to time upon reasonable prior notice.

            (d) Acceptance. Upon its receipt of an Assignment Agreement executed
      by the parties thereto, together with any Note subject to such assignment
      and payment of the processing fee, the Administrative Agent shall, if such
      Assignment Agreement has been completed and is in substantially the form
      of Exhibit 11.3(b), (i) accept such Assignment Agreement, (ii) record the
      information contained therein in the Register and (iii) give prompt notice
      thereof to the parties thereto.

            (e) Participations. Each Lender may sell participations to one or
      more Persons in all or a portion of its rights, obligations or rights and
      obligations under this Credit Agreement (including all or a portion of its
      Commitment, its Notes and its Loans); provided, however, that (i) such
      Lender's obligations under this Credit Agreement shall remain unchanged,
      (ii) such Lender shall remain solely responsible to the other parties
      hereto for the performance of such obligations, (iii) the participant
      shall be entitled to the benefit of the yield protection provisions
      contained in Sections 4.1 through 4.4, inclusive, and the right of set-off
      contained in Section 11.2, and (iv) the Borrower shall continue to deal
      solely and directly with such Lender in connection with such Lender's
      rights and obligations under this Credit Agreement, and such Lender shall
      retain the sole right to enforce the obligations of the Borrower relating
      to its Loans and its Notes and to approve any amendment, modification, or
      waiver of any provision of this Credit Agreement (other than amendments,
      modifications, or waivers decreasing the amount of principal of or the
      rate at which interest is payable on such Loans or Notes, extending any
      scheduled principal payment date or date fixed for the payment of interest
      on such Loans or Notes, or extending its Commitment).

            (f) Nonrestricted Assignments. Notwithstanding any other provision
      set forth in this Credit Agreement, any Lender may at any time assign and
      pledge all or any portion of its Loans and its Notes to any Federal
      Reserve Bank as collateral security pursuant to Regulation A and any
      Operating Circular issued by such Federal Reserve Bank. No such assignment
      shall release the assigning Lender from its obligations hereunder.

            (g) Information. Any Lender may furnish any information concerning
      the Borrower in the possession of such Lender from time to time to
      assignees and participants (including prospective assignees and
      participants).

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<PAGE>

      11.4 NO WAIVER; REMEDIES CUMULATIVE.

      No failure or delay on the part of the Administrative Agent or any Lender
in exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between the Borrower and the Administrative
Agent or any Lender shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder or under any other
Credit Document preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder or thereunder. The rights and
remedies provided herein are cumulative and not exclusive of any rights or
remedies which the Administrative Agent or any Lender would otherwise have. No
notice to or demand on the Borrower in any case shall entitle the Borrower to
any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the Administrative Agent or the Lenders to
any other or further action in any circumstances without notice or demand.

      11.5 PAYMENT OF EXPENSES, ETC.

      The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and
expenses of the Administrative Agent and the Arrangers in connection with (A)
the negotiation, preparation, execution and delivery and administration of this
Credit Agreement and the other Credit Documents and the documents and
instruments referred to therein (including, without limitation, the reasonable
fees and expenses of Mayer, Brown, Rowe & Maw LLP, special counsel to the
Administrative Agent) and (B) any amendment, waiver or consent relating hereto
and thereto including, but not limited to, any such amendments, waivers or
consents resulting from or related to any work-out, renegotiation or restructure
relating to the performance by the Borrower under this Credit Agreement, (ii)
pay all reasonable out-of-pocket costs and expenses of the Administrative Agent
and the Lenders in connection with (A) enforcement of the Credit Documents and
the documents and instruments referred to therein (including, without
limitation, in connection with any such enforcement, the reasonable fees and
disbursements of counsel for the Administrative Agent and each of the Lenders
(including the allocated cost of internal counsel)) and (B) any bankruptcy or
insolvency proceeding of the Borrower and (iii) indemnify the Administrative
Agent, each Arranger and each Lender, its officers, directors, employees,
representatives and agents from and hold each of them harmless against any and
all losses, liabilities, claims, damages or expenses incurred by any of them as
a result of, or arising out of, or in any way related to, or by reason of, any
investigation, litigation or other proceeding (whether or not the Administrative
Agent, any Arranger or any Lender is a party thereto) related to the entering
into and/or performance of any Credit Document or the use of proceeds of any
Loans (including other extensions of credit) hereunder or the consummation of
any other transactions contemplated in any Credit Document, including, without
limitation, the reasonable fees and disbursements of counsel (including the
allocated cost of internal counsel) incurred in connection with any such
investigation, litigation or other proceeding (but excluding any such losses,
liabilities, claims, damages or expenses to the extent incurred by reason of
gross negligence or willful misconduct on the part of the Person to be
indemnified).

      11.6 AMENDMENTS, WAIVERS AND CONSENTS.

      Neither this Credit Agreement, nor any other Credit Document nor any of
the terms hereof or thereof may be amended, changed, waived, discharged or
terminated unless such

                                       49
<PAGE>

amendment, change, waiver, discharge or termination is in writing and signed by
the Required Lenders and the Borrower; provided that no such amendment, change,
waiver, discharge or termination shall without the consent of each Lender
affected thereby:

            (a) extend the Maturity Date, or postpone or extend the time for any
      payment or prepayment of principal;

            (b) reduce the rate or amount or extend the time of payment of
      interest (other than as a result of waiving the applicability of any
      post-default increase in interest rates) thereon or fees or other amounts
      payable hereunder;

            (c) reduce or waive the principal amount of any Loan;

            (d) increase or extend the Commitment of a Lender (it being
      understood and agreed that a waiver of any Default or Event of Default or
      a waiver of any mandatory reduction in the Commitments shall not
      constitute a change in the terms of any Commitment of any Lender);

            (e) release the Borrower from its obligations under the Credit
      Documents;

            (f) amend, modify or waive any provision of this Section 11.6 or
      Section 3.6, 3.8, 9.1(a), 11.2, 11.3 or 11.5;

            (g) reduce any percentage specified in, or otherwise modify, the
      definition of Required Lenders; or

            (h) consent to the assignment or transfer by the Borrower of any of
      its rights and obligations under (or in respect of) the Credit Documents.

No provision of Section 10 may be amended or modified without the consent of the
Administrative Agent.

Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, each Lender is entitled to vote as
such Lender sees fit on any reorganization plan that affects the Loans, and each
Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy
Code supersedes the unanimous consent provisions set forth herein.

      11.7 COUNTERPARTS/TELECOPY.

      This Credit Agreement may be executed in any number of counterparts, each
of which where so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. Delivery of executed counterparts
by telecopy shall be as effective as an original and shall constitute a
representation that an original will be delivered.

                                       50
<PAGE>

      11.8 HEADINGS.

      The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Credit Agreement.

      11.9 DEFAULTING LENDER.

      Each Lender understands and agrees that if such Lender is a Defaulting
Lender then it shall not be entitled to vote on any matter requiring the consent
of the Required Lenders or to object to any matter requiring the consent of all
the Lenders; provided, however, that all other benefits and obligations under
the Loan Documents shall apply to such Defaulting Lender.

      11.10 SURVIVAL OF INDEMNIFICATION AND REPRESENTATIONS AND WARRANTIES.

      All indemnities set forth herein and all representations and warranties
made herein shall survive the execution and delivery of this Credit Agreement,
the making of the Loans, and the repayment of the Loans and other obligations
and the termination of the Commitments hereunder.

      11.11 GOVERNING LAW; VENUE.

            (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
      RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
      GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
      THE STATE OF NEW YORK.

            (b) Any legal action or proceeding with respect to this Credit
      Agreement or any other Credit Document may be brought in the courts of the
      State of New York or of the United States for the Southern District of New
      York, and, by execution and delivery of this Credit Agreement, the
      Borrower hereby irrevocably accepts for itself and in respect of its
      property, generally and unconditionally, the jurisdiction of such courts.
      The Borrower further irrevocably consents to the service of process out of
      any of the aforementioned courts in any such action or proceeding by the
      mailing of copies thereof by registered or certified mail, postage
      prepaid, to it at the address for notices pursuant to Section 11.1, such
      service to become effective 10 days after such mailing. Nothing herein
      shall affect the right of a Lender to serve process in any other manner
      permitted by law or to commence legal proceedings or to otherwise proceed
      against the Borrower in any other jurisdiction. The Borrower agrees that a
      final judgment in any action or proceeding shall be conclusive and may be
      enforced in other jurisdictions by suit on the judgment or in any other
      manner provided by law; provided that nothing in this Section 11.11(b) is
      intended to impair the Borrower's right under applicable law to appeal or
      seek a stay of any judgment.

            (c) The Borrower hereby irrevocably waives any objection which it
      may now or hereafter have to the laying of venue of any of the aforesaid
      actions or proceedings arising out of or in connection with this Credit
      Agreement or any other Credit Document

                                       51
<PAGE>

      in the courts referred to in subsection (a) hereof and hereby further
      irrevocably waives and agrees not to plead or claim in any such court that
      any such action or proceeding brought in any such court has been brought
      in an inconvenient forum.

      11.12 WAIVER OF JURY TRIAL.

      EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

      11.13 SEVERABILITY.

      If any provision of any of the Credit Documents is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and
the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

      11.14 FURTHER ASSURANCES.

      The Borrower agrees, upon the request of the Administrative Agent, to
promptly take such actions, as reasonably requested, as are necessary to carry
out the intent of this Credit Agreement and the other Credit Documents.

      11.15 ENTIRETY.

      This Credit Agreement together with the other Credit Documents represent
the entire agreement of the parties hereto and thereto, and supersede all prior
agreements and understandings, oral or written, if any, including any commitment
letters or correspondence relating to the Credit Documents or the transactions
contemplated herein and therein.

      11.16 BINDING EFFECT; CONTINUING AGREEMENT.

            (a) This Credit Agreement shall become effective at such time when
      all of the conditions set forth in Section 5.1 have been satisfied or
      waived by the Lenders and it shall have been executed by the Borrower, the
      Administrative Agent and the Lenders, and thereafter this Credit Agreement
      shall be binding upon and inure to the benefit of the Borrower, the
      Administrative Agent and each Lender and their respective successors and
      assigns. The Borrower and the Lenders party to the Existing Credit
      Agreement each hereby agrees that, at such time as this Credit Agreement
      shall have become effective pursuant to the terms of the immediately
      preceding sentence, the Existing Credit Agreement automatically shall be
      deemed terminated and the Borrowers and the Lenders party to the Existing
      Credit Agreement shall no longer have any obligations thereunder (other
      than those obligations in the Existing Credit Agreement that expressly
      survive the termination thereof).

                                       52
<PAGE>

            (b) This Credit Agreement shall be a continuing agreement and shall
      remain in full force and effect until all Loans, interest, fees and other
      Borrower Obligations have been paid in full and all Commitments have been
      terminated. Upon termination, the Borrower shall have no further
      obligations (other than the indemnification provisions that survive) under
      the Credit Documents; provided that should any payment, in whole or in
      part, of the Borrower Obligations be rescinded or otherwise required to be
      restored or returned by the Administrative Agent or any Lender, whether as
      a result of any proceedings in bankruptcy or reorganization or otherwise,
      then the Credit Documents shall automatically be reinstated and all
      amounts required to be restored or returned and all costs and expenses
      incurred by the Administrative Agent or any Lender in connection therewith
      shall be deemed included as part of the Borrower Obligations.

                  [Remainder of Page Intentionally Left Blank]

                                       53
<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

      Each of the parties hereto has caused a counterpart of this Credit
Agreement to be duly executed and delivered as of the date first above written.

BORROWER:                              ATMOS ENERGY CORPORATION, A Texas
                                       and Virginia corporation

                                       By:     /s/ LAURIE M. SHERWOOD
                                               ---------------------------------
                                       Name:   Laurie M. Sherwood
                                       Title:  Vice President, Corporate

<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

LENDERS:                               BANK ONE, NA individually in its capacity
                                       as a Lender and in its capacity as
                                       Administrative Agent

                                       By:     /s/ JANE BEK KEIL
                                               ---------------------------------
                                       Name:   Jane Bek Keil
                                       Title:  Director

<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                       SUNTRUST BANK

                                       By:     /s/ KELLEY BRUNSON
                                               ---------------------------------
                                       Name:   Kelley Brunson
                                       Title:  Vice President

<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                       BANK OF AMERICA, N.A.

                                       By:     /s/ STEVEN A. MACKENZIE
                                               ---------------------------------
                                       Name:   Steven A. Mackenzie
                                       Title:  Senior Vice President

<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                       COBANK ACB

                                       By:     /s/ JOSE TORRES-MONLLOR
                                               ---------------------------------
                                       Name:   Jose Torres-Monllor
                                       Title:  Vice President

<PAGE>

                                       SOCIETE GENERALE, NEW YORK BRANCH

                                       By:     /s/ G. WAYNE HOSANG
                                               ---------------------------------
                                       Name:   G. Wayne Hosang
                                       Title:  Vice President

<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                       KBC BANK N.V.

                                       By:     /s/ JEAN-PIERRE DIELS
                                               ---------------------------------
                                       Name:   Jean-Pierre Diels
                                       Title:  First Vice President

                                       By:     /s/ ERIC RASKIN
                                               ---------------------------------
                                       Name:   Eric Raskin
                                       Title:  Vice President

<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                             THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                             Houston agency

                                             By:      /s/ KELTON GLASSCOCK
                                                      --------------------------
                                             Name:    Kelton Glasscock
                                             Title:   Vice President and Manager

<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                             U.S. BANK NATIONAL ASSOCIATION

                                             By:      /s/ BRIAN H. GALLAGHER
                                                      --------------------------
                                             Name:    Brian H. Gallagher
                                             Title:   Vice President

<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                             MERRILL LYNCH BANK USA

                                             By:      /s/ LOUIS ALDER
                                                      --------------------------
                                             Name:    Louis Alder
                                             Title:   Director

<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                             WACHOVIA BANK, NATIONAL
                                             ASSOCIATION

                                             By:      /s/ YANN PIRIO
                                                      --------------------------
                                             Name:    Yann Pirio
                                             Title:   Vice President

<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                          UBS LOAN FINANCE LLC

                                          By:     /s/ JOSELIN FERNANCES
                                                  ------------------------------
                                          Name:   Joselin Fernances
                                          Title:  Associate Director
                                                  Banking Products Services, US

                                          By:     /s/ WINSLOWE OGBOURNE
                                                  ------------------------------
                                          Name:   Winslowe Ogbourne
                                          Title:  Associate Director
                                                  Banking Products Services, US

<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                          BANK HAPOALIM B.M.

                                          By:     /s/ SHAUN BREIDBART
                                                  ------------------------------
                                          Name:   Shaun Breidbart
                                          Title:  Vice President

                                          By:     /s/ LEROY HACKETT
                                                  ------------------------------
                                          Name:   Leroy Hackett
                                          Title:  First Vice President

<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                          TRUSTMARK NATIONAL BANK

                                          By:     /s/ SARAH ADAMS
                                                  ------------------------------
                                          Name:   Sarah Adams
                                          Title:  Assistant Vice President

<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                          HIBERNIA NATIONAL BANK

                                          By:     /s/ KAY ST. JOHN
                                                  ------------------------------
                                          Name:   Kay St. John
                                          Title:  Sr. Vice President

<PAGE>

                                 SCHEDULE 1.1(a)

                             COMMITMENT PERCENTAGES

<TABLE>
<CAPTION>
                                                                     COMMITMENT
                    LENDERS                            COMMITMENT    PERCENTAGE
                    -------                            ----------    ----------
<S>                                                   <C>              <C>
BANK ONE, NA                                          $ 31,000,000     8.857%
SUNTRUST BANK                                         $ 31,000,000     8.857%
BANK OF AMERICA, N.A.                                 $ 31,000,000     8.857%
COBANK ACB                                            $ 27,500,000     7.857%
SOCIETE GENERALE, NEW YORK BRANCH                     $ 27,500,000     7.857%
KBC BANK N.V.                                         $ 27,500,000     7.857%
THE BANK OF TOKYO-MITSUBISHI, LTD., Houston agency    $ 27,500,000     7.857%
U.S. BANK NATIONAL ASSOCIATION                        $ 27,500,000     7.857%
MERRILL LYNCH BANK USA                                $ 25,000,000     7.142%
WACHOVIA BANK, NATIONAL ASSOCIATION                   $ 25,000,000     7.142%
UBS LOAN FINANCE LLC                                  $ 25,000,000     7.142%
BANK HAPOALIM B.M.                                    $ 22,000,000     6.285%
TRUSTMARK NATIONAL BANK                               $ 15,000,000     4.285%
HIBERNIA NATIONAL BANK                                $  7,500,000     2.142%
                                                      ------------   ----------
TOTAL                                                 $350,000,000       100%
</TABLE>

                                Schedule 1.1(a)-1
<PAGE>

                                 SCHEDULE 1.1(b)

                                PRICING SCHEDULE

<TABLE>
<CAPTION>
Applicable Percentage    Level I Status   Level II Status   Level III Status   Level IV Status   Level V Status   Level VI Status
---------------------    --------------   ---------------   ----------------   ---------------   --------------   ---------------
<S>                      <C>              <C>               <C>                <C>               <C>              <C>
   Eurodollar Rate            0.50%            0.625%             0.75%              1.0%             1.25%             1.75%
      Base Rate                0.0%              0.0%              0.0%              0.0%              0.0%             0.25%
      Unused Fee             0.085%             0.10%            0.125%             0.15%             0.20%             0.30%
Utilization Fee (when
  usage exceeds 33 1/3%)     0.125%            0.125%            0.125%            0.125%            0.125%             0.25%
</TABLE>

      "Level I Status" exists at any date if, on such date, the Borrower's
Moody's Rating is A2 or better or the Borrower's S&P Rating is A or better.

      "Level II Status" exists at any date if, on such date, (i) the Borrower
has not qualified for Level I Status and (ii) the Borrower's Moody's Rating is
A3 or better or the Borrower's S&P Rating is A- or better.

      "Level III Status" exists at any date if, on such date, (i) the Borrower
has not qualified for Level I Status or Level II Status and (ii) the Borrower's
Moody's Rating is Baa1 or better or the Borrower's S&P Rating is BBB+ or better.

      "Level IV Status" exists at any date if, on such date, (i) the Borrower
has not qualified for Level I Status, Level II Status or Level III Status and
(ii) the Borrower's Moody's Rating is Baa2 or better or the Borrower's S&P
Rating is BBB or better.

      "Level V Status" exists at any date if, on such date, (i) the Borrower has
not qualified for Level I Status, Level II Status, Level III Status or Level IV
Status and (ii) the Borrower's Moody's Rating is Baa3 or better or the
Borrower's S&P Rating is BBB- or better.

      "Level VI Status" exists at any date if, on such date, the Borrower has
not qualified for Level I Status, Level II Status, Level III Status, Level IV
Status or Level V Status.

      "Moody's Rating" means, at any time, the rating issued by Moody's
Investors Service, Inc. and then in effect with respect to the Borrower's senior
unsecured long-term non-credit enhanced debt securities.

         "S&P Rating" means, at any time, the rating issued by Standard and
Poor's Rating Services, a division of The McGraw Hill Companies, Inc., and then
in effect with respect to the Borrower's senior unsecured long-term non-credit
enhanced debt securities.

      "Status" means Level I Status, Level II Status, Level III Status, Level IV
Status, Level V Status or Level VI Status.

      The Applicable Percentage shall be determined in accordance with the
foregoing table based on the Borrower's Status as determined from its
then-current Moody's and S&P Ratings. The credit rating in effect on any date
for the purposes of this Schedule is that in effect at the

                                Schedule 1.1(b)-1
<PAGE>

close of business on such date. If at any time the Borrower has no Moody's
Rating or no S&P Rating, Level VI Status shall exist.

      If the Borrower is split-rated and the ratings differential is one level,
the better rating will apply. If the Borrower is split-rated and the ratings
differential is two levels or more, the applicable rating shall be one level
below the higher of the Moody's or S&P Rating.

                                Schedule 1.1(b)-2

<PAGE>

                                  SCHEDULE 6.20

                              SECURED INDEBTEDNESS

                    SECURED INDEBTEDNESS AS OF MARCH 31, 2004

<TABLE>
<CAPTION>
                        INTEREST                                             BALANCE AT
FIRST MORTGAGE BONDS      RATE     MATURITY                                   3/31/04
<S>                     <C>        <C>                                     <C>
FMB Series P             10.43%    due 2012 issued under 1959 Indenture    11,250,000.00
FMB Series Q             9.75%     due 2020 issued under 1959 Indenture    17,000,000.00
FMB Series R             11.32%    due 2004 issued under 1959 Indenture     2,160,000.00
FMB Series T             9.32%     due 2021 issued under 1959 Indenture    18,000,000.00
FMB Series U             8.77%     due 2022 issued under 1959 Indenture    20,000,000.00
FMB Series J             9.40%     due 2021 issued under 1957 Indenture    17,000,000.00
FMB Series V             7.50%     due 2007 issued under 1959 Indenture     4,166,666.00
                                                                           -------------
                                                                           89,576,666.00
                                                                           -------------
Rental Property fixed
rate term notes         various    due 2013 due in installments             9,758,101.34

                                                                           -------------
Total Secured Indebtedness                                                 99,334,767.34
                                                                           =============
</TABLE>

                                 Schedule 6.20-1

<PAGE>

                                  SCHEDULE 6.21

                                  SUBSIDIARIES

Mississippi Energies, Inc.

      Legendary Lighting, LLC (50% ownership interest)
      Unitary GH&C Products, LLC (28% ownership interest)

Blue Flame Insurance Services, LTD

Atmos Energy Holdings, Inc.

      Atmos Energy Marketing, LLC

      Atmos Energy Services, LLC
            Energas Energy Services Trust

      Enermart Energy Services Trust

      Egasco, LLC

      Atmos Power Systems, Inc.

      United Cities Propane Gas, Inc.

      Atmos Pipeline and Storage, LLC
            UCG Storage, Inc.
            WKG Storage, Inc.
            Trans Louisiana Gas Storage, Inc.
            Trans Louisiana Gas Pipeline, Inc.
            Atmos Exploration & Production, Inc.

(1) Each of these subsidiaries is 100% owned by its parent.

(2) No Subsidiary of the Borrower currently qualifies as a Material Subsidiary
as that term is defined in the Credit Agreement.

                                 Schedule 6.21-1
<PAGE>

                                  SCHEDULE 11.1

                                     NOTICES

<TABLE>
<S>                                   <C>
BANK ONE, NA                          J.P. MORGAN SECURITIES INC.

Sharon Webb                           William Banks
1 Bank One Plaza                      1 Bank One Plaza
Suite IL1-0363, 10th Floor            Suite IL1-0429, 8th Floor
Chicago, IL 60670                     Chicago, IL 60670
Tel: 312-732-7437                     Tel: 312-732-9781
Fax: 312-732-3055                     Fax: 312-732-7455
E-mail: sharon_k_webb@bankone.com     E-mail: william_banks@bankone.com

SUNTRUST BANK                         BANK OF AMERICA, N.A.

Linda Stanley                         Steven A. Mackenzie
303 Peachtree Street, 10th Floor      901 Main Street, 67th Floor
Atlanta, GA  30308                    Dallas, TX 75202
Tel:  404-532-0989                    Tel:  214-209-3680
Fax: 404-827-6270                     Fax: 214-209-3140
E-mail: linda.stanley@suntrust.com    E-Mail: steven.mackenzie@bankofamerica.com

COBANK ACB                            SOCIETE GENERALE, NEW YORK BRANCH

Deann Sullivan                        David Bird
550 South Quebec Street               1221 Avenue of the Americas, 11th Floor
Greenwood Village, CO 80111           New York, NY 10020
Tel:  303-740-4315                    Tel: 212-278-7429
Fax: 303-740-4021                     E-mail: david.bird@us.socgen.com
E-mail: dsullivan@cobank.com

KBC BANK N.V.                         THE BANK OF TOKYO-MITSUBISHI, LTD.

Robert Pacifici / Loan Administration Giovanny Pieternelle
125 West 55th Street                  1100 Louisiana Street, Suite 2800
New York, NY 10019                    Houston, TX 77002
Tel:  212-541-0671                    Tel:  713-655-3150
Fax: 212-956-5581                     Fax: 713-658-0116
                                      E-Mail: gpieternelle@btmna.com
</TABLE>

                                 Schedule 11.1-1

<PAGE>

<TABLE>
<S>                                   <C>
U.S. BANK NATIONAL ASSOCIATION        MERRILL LYNCH BANK USA

Ward Wilson                           Derek Befus
150 Fourth Avenue N, Third Floor      15 W. South Temple, Suite 300
Nashville, TN 37219                   Salt Lake City, UT 84101
Tel: 615-251-9253                     Tel: 801-526-6814
Fax: 615-251-9245                     Fax: 801-531-7470
E-Mail: ward.wilson@usbank.com        E-Mail: derek_befus@ml.com

WACHOVIA BANK, NATIONAL ASSOCIATION   UBS AG, CAYMAN ISLANDS BRANCH

Reid Harden                           Marie Haddad
999 Peachtree Street                  677 Washington Blvd.
Atlanta, GA  30309                    Stamford, CT 06901
Tel: 404-332-1420                     Tel: 203-719-5609
E-mail: reid.harden@wachovia.com      Fax: 203-719-3888
                                      E-Mail: marie.haddad@ubs.com
Mitch Wilson
Tel: 704-383-5642
Email: mitch.wilson@wachoiva.com

BANK HAPOALIM B.M.                    TRUSTMARK NATIONAL BANK

Dwight Ghans                          Chan Blount
1177 Avenue of the Americas           248 E. Capitol Street
New York, NY 10036-2790               Jackson, MS 39201
Tel: 212-782-2226                     Tel: 601-208-6034
Fax: 212-782-2187                     Fax: 601-208-5030
E-Mail: dghans@hapoalimusa.com        E-Mail: cblount@trustmark.com

HIBERNIA NATIONAL BANK                ATMOS ENERGY CORPORATION

Laura Watts                           Laurie Sherwood
313 Carondelet Street                 5430 LBJ Freeway
New Orleans, LA 70130                 Dallas, TX 75240
Tel: 504-533-7859                     Tel: 972-855-9718
Fax: 504-533-5344                     Fax: 972-855-3085
E-Mail: lwatts@hibernia.com           E-Mail: laurie.sherwood@atmosenergy.com
</TABLE>

                                 Schedule 11.1-2

<PAGE>

                                                                     Exhibit 2.2

                           FORM OF NOTICE OF BORROWING

TO:   BANK ONE, NA, as Administrative Agent
      1 Bank One Plaza
      Chicago, Illinois 60670

RE:   Revolving Credit Agreement dated as of July 23, 2004, among Atmos Energy
      Corporation (the "Borrower"), the Lenders named therein and Bank One, NA,
      as Administrative Agent for the Lenders (as the same may be amended,
      modified, extended or restated from time to time, the "Credit Agreement")

DATE: __________, 200__

1.    This Notice of Borrowing is made pursuant to the terms of the Credit
      Agreement. All capitalized terms used herein unless otherwise defined
      shall have the meanings set forth in the Credit Agreement.

2.    Please be advised that the Borrower is requesting Loans in the amount of
      $_________ to be funded on __________, 200__ at the interest rate option
      set forth in paragraph 3 below.

      Subsequent to the funding of the requested Loans, the sum of the amount of
      Loans outstanding will be $__________, which is less than or equal to the
      Aggregate Commitment.

3.    The interest rate option applicable to the requested Loans shall be:

      a.    ________the Base Rate

      b.    ________the Adjusted Eurodollar Rate for an Interest Period of:

                  ________one month
                  ________two months
                  ________three months
                  ________six months

4.    As of the date on which funds are to be advanced, all representations and
      warranties contained in the Credit Agreement and in the other Credit
      Documents will be true and correct in all material respects.

                                  Exhibit 2.2-1
<PAGE>

5.    As of the date on which funds are to be advanced, no Default or Event of
      Default will exist or be continuing or will be caused by the making of
      Loans pursuant to this Notice of Borrowing.

                                      ATMOS ENERGY CORPORATION,
                                      a Texas and Virginia corporation

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                  Exhibit 2.2-2
<PAGE>

                                                                     Exhibit 2.4

                    FORM OF NOTICE OF CONTINUATION/CONVERSION

TO:   BANK ONE, NA, as Administrative Agent
      1 Bank One Plaza
      Chicago, Illinois 60670

RE:   Revolving Credit Agreement dated as of July 23, 2004 among Atmos Energy
      Corporation (the "Borrower"), the Lenders named therein and Bank One, NA,
      as Administrative Agent for the Lenders (as the same may be amended,
      modified, extended or restated from time to time, the "Credit Agreement")

DATE: ________, 200___

1.    This Notice of Continuation/Conversion is made pursuant to the terms of
the Credit Agreement. All capitalized terms used herein unless otherwise defined
shall have the meanings set forth in the Credit Agreement.

2.    Please be advised that the Borrower is requesting that a portion of the
current outstanding Loans in the amount of $_________ currently accruing
interest at _____ be continued or converted as of ___________, 200__ at the
interest rate option set forth in paragraph 3 below.

3.    The interest rate option applicable to the continuation or conversion of
all or part of the existing Loans (as set forth above) shall be:

      a.    ______      the Base Rate

      b.    ______      the adjusted Eurodollar Rate for an Interest Period of:

                        ______      one month
                        ______      two months
                        ______      three months
                        ______      six months

                                    ATMOS ENERGY CORPORATION,
                                    a Texas and Virginia corporation

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

                                  Exhibit 2.4-1

<PAGE>

                                                                     Exhibit 2.7

                                  FORM OF NOTE

                                                             ___________, 200___

      FOR VALUE RECEIVED, ATMOS ENERGY CORPORATION, a Texas and Virginia
corporation (the "Borrower"), hereby promises to pay to the order of
______________ (the "Lender"), at the office of Bank One, NA (the
"Administrative Agent") as set forth in that certain Revolving Credit Agreement
dated as of July 23, 2004 among the Borrower, the Lenders named therein
(including the Lender) and the Administrative Agent (as the same may be amended,
modified, extended or restated from time to time, the "Credit Agreement") (or at
such other place or places as the holder of this Note may designate), the
aggregate amount of all Loans made by the Lender under the Credit Agreement (and
not otherwise repaid), in lawful money and in immediately available funds, on
the dates and in the principal amounts provided in the Credit Agreement, and to
pay interest on the unpaid principal amount of each Loan made by the Lender, at
such office, in like money and funds, for the period commencing on the date of
each Loan until each Loan shall be paid in full, at the rates per annum and on
the dates provided in the Credit Agreement.

      This Note is one of the Notes referred to in the Credit Agreement and
evidences Loans made by the Lender thereunder. The Lender shall be entitled to
the benefits of the Credit Agreement. Capitalized terms used in this Note have
the respective meanings assigned to them in the Credit Agreement and the terms
and conditions of the Credit Agreement are expressly incorporated herein and
made a part hereof.

      The Credit Agreement provides for the acceleration of the maturity of the
Loans evidenced by this Note upon the occurrence of certain events (and for
payment of collection costs in connection therewith) and for prepayments of
Loans upon the terms and conditions specified therein. In the event this Note is
not paid when due at any stated or accelerated maturity, the Borrower agrees to
pay, in addition to the principal and interest, all costs of collection,
including reasonable attorney fees.

      Except as permitted by Section 11.3(b) of the Credit Agreement, this Note
may not be assigned by the Lender to any other Person.

      THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.

                                Exhibit 2.7(b)-1
<PAGE>

      IN WITNESS WHEREOF, the Borrower has caused this Note to be executed as of
the date first above written.

                                            ATMOS ENERGY CORPORATION,
                                            a Texas and Virginia corporation

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                Exhibit 2.7(b)-2
<PAGE>

                                                                  Exhibit 7.1(c)

                          FORM OF OFFICER'S CERTIFICATE

TO:         BANK ONE, NA, as Administrative Agent 1 Bank One Plaza Chicago,
            Illinois 60670

RE:         Revolving Credit Agreement dated as of July 23, 2004 among Atmos
            Energy Corporation (the "Borrower"), the Lenders named therein and
            Bank One, NA, as Administrative Agent for the Lenders (as the same
            may be amended, modified, extended or restated from time to time,
            the "Credit Agreement")

DATE:       _____________, 200_

________________________________________________________________________________

      Pursuant to the terms of the Credit Agreement, I, ___________________,
____________ of the Borrower, hereby certify on behalf of the Borrower that, as
of the quarter/year ending ____________, 200_, the statements below are accurate
and complete in all material respects (all capitalized terms used herein unless
defined shall have the meanings set forth in the Credit Agreement):

            a.    Attached hereto as Schedule I are calculations demonstrating
      compliance by the Borrower with the financial covenant set forth in
      Section 7.2 of the Credit Agreement, as of the end of the fiscal period
      cited above.

            b.    No Default or Event of Default exists under the Credit
      Agreement, except as indicated on a separate page attached hereto,
      together with an explanation of the action taken or proposed to be taken
      by the Borrower with respect thereto.

            c.    The quarterly/annual financial statements for the fiscal
      period cited above which accompany this certificate are true and correct
      and have been prepared in accordance with GAAP (in the case of any
      quarterly financial statements, subject to changes resulting from audit
      and normal year-end audit adjustments).

                                      ATMOS ENERGY CORPORATION

                                      By:_______________________________________
                                      Name:_____________________________________
                                      Title:____________________________________

                                Exhibit 7.1(c)-1

<PAGE>

                       SCHEDULE I TO OFFICER'S CERTIFICATE

            COMPLIANCE WITH SECTION 7.2: DEBT TO CAPITALIZATION RATIO

<TABLE>
<S>   <C>                                                         <C>
1.    Consolidated Funded Debt                                    $_____________

2     Consolidated Capitalization                                 $_____________

3.    Debt to Capitalization Ratio:  (Line 1  /  Line 2)           _____________

      Maximum Allowed:  Line 3 shall be less than or equal to 0.70 to 1.0
</TABLE>

                                Exhibit 7.1(c)-2
<PAGE>

                                                                 Exhibit 11.3(b)

                          FORM OF ASSIGNMENT AGREEMENT

      Reference is made to that certain Revolving Credit Agreement, dated as of
July 23, 2004, among Atmos Energy Corporation (the "Borrower"), the Lenders
party thereto and Bank One, NA, as Administrative Agent for the Lenders (as the
same may be amended, modified, extended or restated from time to time, the
"Credit Agreement"). Capitalized terms used herein shall have the meanings
ascribed thereto in the Credit Agreement.

      1.    The Assignor hereby sells and assigns to the Assignee, without
recourse and without representation and warranty except as expressly set forth
herein, and the Assignee hereby purchases and assumes from the Assignor, without
recourse and without representation and warranty except as expressly set forth
herein, the interests set forth below (the "Assigned Interest") in the
Assignor's rights and obligations under the Credit Agreement, including, without
limitation, the interest set forth below in the Commitment Percentage of the
Assignor on the Effective Date (as defined below) and the Loans owing to the
Assignor in connection with the Assigned Interest which are outstanding on the
Effective Date. The purchase of the Assigned Interest shall be at par (unless
otherwise agreed to by the Assignor and the Assignee) and periodic payments made
with respect to the Assigned Interest which (a) accrued prior to the Effective
Date shall be remitted to the Assignor and (b) accrue from and after the
Effective Date shall be remitted to the Assignee.

      2.    The Assignor (a) warrants to the Assignee that it is the legal and
beneficial owner of the Assigned Interest and that the Assigned Interest is free
and clear of any adverse claim created by the Assignor; (b) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Documents or any other document or instrument furnished pursuant thereto
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of Credit Documents or any document or instrument furnished pursuant
thereto; (c) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under the Credit Documents
or any document or instrument furnished pursuant thereto and (d) if the Assignor
is hereby assigning all of its Commitment, the Assignor attaches the Notes held
by the Assignor and requests that the Administrative Agent exchange such Notes
for new Notes in favor of the Assignee.

      3.    The Assignee (a) confirms that it is legally authorized to enter
into this Assignment Agreement; (b) confirms that it has received a copy of the
Credit Agreement, the other Credit Documents and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter to this Assignment Agreement; (c) agrees that it will,
independently and without reliance upon the Administrative Agent, the Assignor
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement and the other Credit
Documents; (d) confirms that it is an Eligible Assignee; (e) appoints and
authorizes the Administrative Agent to take such action on its behalf and to
exercise such powers under the Credit Documents as are delegated to the
Administrative Agent

                                Exhibit 11.3(b)-1

<PAGE>

by the terms thereof, together with such powers as are reasonably incidental
thereto; (f) agrees that it will perform in accordance with their terms all of
the obligations which by the terms of the Credit Agreement and the other Credit
Documents are required to be performed by it as a Lender; and (g) attaches any
U.S. Internal Revenue Service or other forms required under Section 4.4.

      4.    Following the execution of this Assignment Agreement, it will be
delivered to the Administrative Agent, together with the transfer fee required
pursuant to Section 11.3(b) of the Credit Agreement, if any, for acceptance and
recording by the Administrative Agent. The effective date for this Assignment
Agreement (the "Effective Date") shall be the date of acceptance hereof by the
Administrative Agent and the Borrower, as applicable, unless otherwise specified
herein.

      5.    Upon the consent of the Borrower and the Administrative Agent, as
applicable, as of the Effective Date, (a) the Assignment shall be a party to the
Credit Agreement and the other Credit Documents and, to the extent provided in
this Assignment Agreement, have the rights and obligations of a Lender
thereunder and (b) the Assignor shall, to the extent provided in this Assignment
Agreement, relinquish its rights and be released from its obligations under the
Credit Agreement and the other Credit Documents.

      6.    This Assignment Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

      7.    This Assignment Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

      8.    Terms of Assignment

<TABLE>
<S>     <C>                                         <C>
(a)     Date of Assignment:                          _________________

(b)     Legal Name of Assignor:                      _________________

(c)     Legal Name of Assignee:                      _________________

(d)     Effective Date of Assignment:                _________________

(e)     Commitment Percentage Assigned:              _________________%

(f)     Commitment Percentage of Assignor after
        Assignment                                   _________________%

(g)     Total Loans outstanding as of Effective
        Date                                        $________________
</TABLE>

                                Exhibit 11.3(b)-2

<PAGE>

<TABLE>
<S>     <C>                                          <C>
(h)     Principal Amount of Loans assigned on
        Effective Date (the amount set forth in
        (g) multiplied by the percentage set forth
        in (e))                                      $________________

(i)     Aggregate Commitment                         $________________

(j)     Principal Amount of Aggregate Commitment
        Assigned on the Effective Date (the amount
        set forth in (i) multiplied by the
        percentage set forth in (e))                 $________________
</TABLE>

                                Exhibit 11.3(b)-3

<PAGE>

The terms set forth above are hereby agreed to as of the date first above
written:

___________________________, as Assignor

By:_____________________________________
Name:___________________________________
Title:__________________________________

___________________________, as Assignee

By:_____________________________________
Name:___________________________________
Title:__________________________________

                                        CONSENTED TO (if applicable):

                                        ATMOS ENERGY CORPORATION

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                        BANK ONE, NA,
                                        as Administrative Agent

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                Exhibit 11.3(b)-4