EX-4.2



 Exhibit 4.2 

FORM OF NOTE 
 THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

ATMOS ENERGY CORPORATION 

4.125% Senior Notes due 2044 
  

					
	No. 1	  		  	CUSIP NO.
                                        

		  		  	ISIN NO.
                                         
   








 Atmos Energy Corporation, a Texas and Virginia corporation (herein called the
“Company”, which term includes any successor entity under the Indenture, hereinafter defined), for value received, hereby promises to pay to Cede & Co. or registered assigns the principal sum of FIVE HUNDRED MILLION DOLLARS
($500,000,000) on October 15, 2044 (the “Maturity Date”), at the office or agency of the Company referred to below, and to pay interest thereon from October 15, 2014, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually in arrears on April 15 and October 15 in each year (each, an “Interest Payment Date”), beginning April 15, 2015 at 4.125% per annum until the principal hereof is
paid or duly provided for. 
 Any payment of principal or interest required to be made on a day that is not a Business Day need not be made
on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such day and no interest shall accrue as a result of such delayed payment. Interest payable on each Interest Payment Date will include
interest accrued from and including October 15, 2014, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to but excluding such Interest Payment Date. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. 
 The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person (the “Holder”) in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the April 1 or
October 1 (whether or not a Business Day) next preceding such Interest Payment Date (a “Regular Record Date”). Any such interest not so punctually paid or duly provided for (“Defaulted Interest”) will forthwith cease to be
payable to the Holder on such Regular Record Date and either may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a special record date (the “Special Record
Date”) for the payment of such Defaulted Interest to be fixed by the Trustee (referred to herein), notice whereof shall be given to the Holder of this Security not less than ten days prior to such Special Record Date, or may be paid at any time
in any other lawful manner, all as more fully provided in the Indenture. 
 For purposes of this Security, “Business Day” means
any day that, in the city of the principal Corporate Trust Office of the Trustee and in the City of New York, is neither a Saturday, Sunday, or legal holiday nor a day on which banking institutions are authorized or required by law or regulation to
close. 
 Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, the City of New York, or at such other office or agency of the Company as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. So long as this Security remains in book-entry form, all payments of principal and interest will be made by the Company in immediately available funds. 







 Unless the certificate of authentication hereon has been duly executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. 
 This
Security is one of a duly authorized issue of securities of the Company, designated as the 4.125% Senior Notes due 2044 (the “Securities”), issued under an Indenture dated as of March 26, 2009, as it may be supplemented from time to
time (referred to herein as the “Indenture”), between the Company and U.S. Bank National Association, as trustee (referred to herein as the “Trustee”, which term includes any successor trustee under the Indenture with respect to
the series of which this Security is a part). A reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of
the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered, except as otherwise provided herein. 

The Securities are initially limited to $500,000,000 aggregate principal amount. The Company may, at any time, without the consent of the
Holders of the Securities, create and issue additional securities having the same ranking, interest rate, maturity and other terms as the Securities. Any such additional securities shall be consolidated and form the same series of the Securities
having the same terms as to status, redemption and otherwise as the Securities under the Indenture. 
 Events of Default. If an Event
of Default shall occur and be continuing, the principal of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. 

Optional Redemption. The Securities will be redeemable prior to maturity at the Company’s option, at any time in whole or from
time to time in part. Prior to April 15, 2044, the Redemption Price will be equal to the greater of: 
 100% of the principal amount of
the Securities to be redeemed, and 
 as determined by the Quotation Agent, the sum of the present values of the Remaining Scheduled Payments
of principal and interest on the Securities to be redeemed discounted to the Redemption Date on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months at the Adjusted Treasury Rate plus 15 basis points; 

plus, in each case, accrued and unpaid interest on the principal amount of Securities being redeemed to the Redemption Date. 

At any time on or after April 15, 2044, the Redemption Price will be equal to 100% of the principal amount of the Securities to be redeemed, plus accrued
and unpaid interest thereon to the Redemption Date. 
 “Adjusted Treasury Rate” means, for any Redemption Date, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption
Date. 







 “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Securities to be redeemed that would be used, at the time of a selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Securities to be redeemed. 
 “Comparable Treasury Price” means,
for any Redemption Date, the Reference Treasury Dealer Quotation for that Redemption Date. 
 “Quotation Agent” means the
Reference Treasury Dealer appointed by the Company to act as a quotation agent. 
 “Reference Treasury Dealer” means
(i) Merrill Lynch, Pierce, Fenner & Smith Incorporated and any Primary Treasury Dealer (as defined below) selected by each of Credit Agricole Securities (USA) Inc. and Wells Fargo Securities, LLC, and any of such parties’
successors; provided, however, if any of the foregoing ceases to be a primary U.S. government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and
(ii) any other Primary Treasury Dealer selected by the Company. 
 “Reference Treasury Dealer Quotation” means, with respect
to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount) quoted in writing
to the Trustee at 5:00 p.m., Eastern time by such Reference Treasury Dealer on the third Business Day preceding such Redemption Date. 

“Remaining Scheduled Payments” means, with respect to each Security to be redeemed, the remaining scheduled payments of the
principal and interest on such Security that would be due after the related Redemption Date but for such redemption; provided, however, that if such Redemption Date is not an Interest Payment Date, the amount of the next succeeding scheduled
interest payment on such Security will be reduced by the amount of interest accrued on such Security to such Redemption Date. 
 In the
event that less than all of the Securities are to be redeemed at any time, selection of such Securities for redemption will be made by The Depository Trust Company (“DTC”) during any period the Securities are issued in the form of a global
security registered in the name of DTC or a nominee thereof; provided that during any period the Securities are issued in certificated form, the selection of such Securities for redemption will be made by the Trustee by lot or by such other
method as the Trustee in its sole discretion shall deem fair and appropriate (or, in the case of Securities issued in global form, by such method as the depositary may require) and which may provide for the selection for redemption of portions of
the principal of the Securities. A partial redemption shall not reduce the portion of the principal amount of a Security not redeemed to a principal amount of less than $2,000. Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days before the Redemption Date, to each Holder of Securities to be redeemed, at its address as shown in the Security Register. If the Securities are to be redeemed in part only, the notice of
redemption that relates to such Securities shall state the portion of the principal amount thereof to be redeemed. 







 A new Security in a principal amount equal to the unredeemed portion thereof will be issued in the name of the
Holder thereof upon surrender for cancellation of the original Security. On and after the Redemption Date, interest will cease to accrue on Securities or portions thereof called for redemption unless the Company defaults in the payment of the
Redemption Price. 
 Sinking Fund. This Security does not have the benefit of any sinking fund obligations. 

Modification and Waivers; Obligations of the Company Absolute. The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities. Certain limited amendments may be effected under the Indenture at any time by the Company and the Trustee without
the consent of any Holders of the Securities. Certain other amendments affecting the Securities may only be effected under the Indenture with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at
the time Outstanding. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Outstanding Securities, to waive
compliance by the Company with certain provisions of the Indenture affecting the Securities. Furthermore, provisions in the Indenture permit the Holders of not less than a majority in principal amount of the Outstanding Securities to waive on behalf
of all of the Holders of all Outstanding Securities certain past defaults under the Indenture in respect of the Securities and their consequences. Any such consent or waiver by or on behalf of the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this
Security. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

Defeasance and Covenant Defeasance. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of
the Company represented by this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security.

 Authorized Denominations. The Securities are issuable only in registered form, without coupons, in minimum denominations of $2,000
and any integral multiple of $1,000 in excess thereof. 
 Registration of Transfer or Exchange. As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Security is registrable on the Security Register of the Company, upon surrender of this Security for registration of transfer at the office or agency of the Company, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder 







 hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. At the date of the original issuance of this Security such office or agency of the Company is maintained by U.S. Bank National
Association, 1349 West Peachtree Street, Suite 1050, Atlanta, Georgia 30309. 
 As provided in the Indenture and subject to certain
limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. 

No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment
of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. 

Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

 Defined Terms. All capitalized terms used in this Security which are defined in the Indenture shall have the meanings assigned to
them in the Indenture. 
 Governing Laws. This Security and the Indenture shall be governed by and construed in accordance with the
laws of the State of New York, without regard to conflicts of laws principles that would apply any other law. 







 Exhibit 4.2 

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

 

					
	ATMOS ENERGY CORPORATION
		
	By:	 	  

		 	Name:	 	Bret J. Eckert
		 	Title:	 	Senior Vice President and
		 		 	Chief Financial Officer


  

					
	Attest:
		
	By:	 	  

		 	Name:	 	Louis P. Gregory
		 	Title:	 	 Senior Vice President,
 General Counsel and

Corporate Secretary









 Exhibit 4.2 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

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

							
	Dated: October 15, 2014	 		 	U.S. Bank National Association,
		 		 	    as Trustee
				
		 		 	By:	 	  

		 		 		 	Authorized Officer








 ASSIGNMENT FORM 

To assign this Security, fill in the form below: 
 (I) or (we)
assign and transfer this Security to 
  
  

(Insert assignee’s social security or tax I.D. no.) 
  

 
  

 
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 

and irrevocably appoint                    
                                         
                                         
                                         
                                         
                            

agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. 

 

					
	Date:                         	  	Signature:	 	  

		  		 	 (sign exactly as name appears on the other side of this Security)


 Signature guaranteed by: