Third Amendment to the Uncommitted Second Amended and Restated Credit Agreement



 Exhibit 10.1 
 EXECUTION VERSION 
 THIRD AMENDMENT TO THE 
 UNCOMMITTED SECOND AMENDED AND RESTATED 
 CREDIT AGREEMENT 
 This THIRD AMENDMENT, dated as of March 30, 2007 (this “Amendment”) to the
UNCOMMITTED SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 30, 2005 (as amended by the First Amendment, dated November 28, 2005 (the “First Amendment”), the Second Amendment dated March 31, 2006 (the
“Second Amendment”), and as otherwise amended, restated, supplemented or modified prior to the date hereof, the “Credit Agreement”) among ATMOS ENERGY MARKETING, LLC, a Delaware limited liability company (the
“Borrower”), the financial institutions from time to time parties thereto (the “Banks”), FORTIS CAPITAL CORP., a Connecticut corporation (“Fortis”), as Joint Lead Arranger and Joint Bookrunner, as
Administrative Agent for the Banks, as Collateral Agent, as an Issuing Bank, and as a Bank, BNP PARIBAS, a bank organized under the laws of France (“BNP Paribas”), as Joint Lead Arranger and Joint Bookrunner, as Documentation Agent
(together with the Administrative Agent, the “Agents”), as an Issuing Bank and as a Bank, and SOCIÉTÉ GÉNÉRALE, as Syndication Agent and as a Bank. 
 WHEREAS, the Borrower has requested that the Credit Agreement be extended beyond its currently scheduled expiration of March 31, 2007; 

WHEREAS, the Borrower has requested, in addition to an extension of the Credit Agreement, that the parties hereto make certain other amendments to the
Credit Agreement on the terms and subject to the conditions set forth herein; and 
 WHEREAS, the financial institutions party hereto have
indicated their willingness to consider to lend such amounts and to consider to continue to issue and to participate in such Letters of Credit on the terms and conditions of this Amendment; 
 NOW, THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows: 
 1. Defined Terms. Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings ascribed to them in the Credit Agreement. 
 2.
Amendment to Section 1.01 of the Credit Agreement. Section 1.01 of the Credit Agreement is hereby amended by deleting the definitions of “Cumulative Loss,” “Expiration Date,” “Issuing Banks,”
“Letters of Credit,” “Maturity Date,” “Swap Banks,” and “Unrealized Mark-to-Market Losses” in their respective entireties and substituting in lieu thereof the following: 
 “Cumulative Loss” means as of the date of any election of a Borrowing Base Sub-Cap, the consolidated net loss of the
Borrower and its Subsidiaries for the twelve (12) months of reported results through the most recent Compliance Certificate, as defined according to GAAP, adjusted to negate the impact of the Basis Swap Cumulative Mark-to-Market Amount.








 “Expiration Date” means the earliest to occur of: 
 (a) March 31, 2008; or 
 (b) the date demand for payment is made by the Administrative Agent; or 
 (c) the date an
Event of Default occurs. 
 “Issuing Banks” means Fortis (and any Affiliate thereof) and BNP Paribas, each in
its capacity as an issuer of one or more Letters of Credit hereunder, together with any replacement letter of credit issuer arising under Section 2.14. 
 “Letters of Credit” means (a) any letters of credit (whether standby letters of credit or commercial documentary
letters of credit) Issued by an Issuing Bank pursuant to Article III, (b) any Reducing Letters of Credit, (c) any of the Existing Letters of Credit, (d) any 360-Day Letters of Credit, and (e) any TLGP Letters of Credit.

 “Maturity Date” means June 30, 2008. 
 “Swap Banks” means Fortis, BNP Paribas and Société Générale or their respective Affiliates in
their capacity as a party to a Swap Contract, or any other Bank approved by all of the Banks. 
 “Unrealized
Mark-to-Market Losses” means (a) if the Embedded Value Difference from General Ledger for the Fixed Price Book is negative, the absolute value thereof plus (b) if the Embedded Value Difference from General Ledger for the
Storage Book is negative, the absolute value thereof. 
 3. Amendment to Section 1.01 of the Credit Agreement.
Section 1.01 of the Credit Agreement is hereby further amended by modifying the definitions of “Banks,” “Borrowing Base Advance Cap,” “Net Working Capital,” “Tangible Net Worth,” and “Total
Liabilities” as follows: 
 (a) with respect to the definition of “Banks,” by deleting the reference to
“Natexis Banques Populaires” and inserting in lieu thereof, “Natixis”; 
  

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 (b) with respect to the definition of “Borrowing Base Advance Cap,” by deleting
subsection (xii) in its entirety and inserting in lieu thereof the following language “125% of the mark-to-market amounts owed to the Swap Banks under Swap Contracts; and less”; 
 (c) with respect to the definition of “Net Working Capital,” by inserting the following language “, and (c) adjusted
to negate the impact of the Basis Swap Cumulative Mark-to-Market Amount” immediately after the subclause “(b) investments in Capital Stock” and immediately before the punctuation “.”; 
 (d) with respect to the definition of “Tangible Net Worth,” by inserting the following language “, and (i) adjusted to
negate the impact of the Basis Swap Cumulative Mark-to-Market Amount” immediately after the subclause “(h) if the Embedded Value Difference from General Ledger for the Storage Book is negative, the absolute value thereof,” and
immediately before the punctuation “.”; and 
 (e) with respect to the definition of “Total Liabilities,”
by inserting the following language “adjusted to negate the impact of the Basis Swap Cumulative Mark-to-Market Amount” immediately after the phrase “but excluding to the extent otherwise included therein any portion of the
Subordinated Debt” and immediately before the punctuation “.” 
 4. Amendment to Section 1.01 of the
Credit Agreement. Section 1.01 of the Credit Agreement is hereby further amended by adding the following new terms “360-Day L/C Cap,” “360-Day Letter of Credit,” “Basis Swap Cumulative Mark-to-Market Amount,”
“TLGP L/C Cap,” and “TLGP Letter of Credit” in the appropriate alphabetical order and as defined below: 
 “360-Day L/C Cap” means $30,000,000. 
 “360-Day L/C Maturity Date” means
March 30, 2009. 
 “360-Day Letter of Credit” means any letter of credit (whether a standby letter of
credit or commercial documentary letter of credit) that is Issued by an Issuing Bank pursuant to Article III, to the extent that such letter of credit (a) is Issued in connection with trade-related obligations in the ordinary course of business
of the Borrower and its Subsidiaries, (b) expires not later than the first to occur of (i) the 360-day anniversary of the Issuance of such letter of credit or (ii) the 360-Day L/C Maturity Date, and (c) immediately after giving
effect to the Issuance thereof, does not cause the aggregate undrawn amount of all outstanding 360-Day Letters of Credit, together with the amount of all unreimbursed drawings under all 360-Day Letters of Credit, to be an amount in excess of the
360-Day L/C Cap. 
  

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 “Basis Swap Cumulative Mark-to-Market Amount” means the cumulative
Mark-to-Market gain or loss related to existing undesignated basis swaps entered into by the Borrower, as reported on the most recent monthly financial statements received pursuant to Section 7.01(c) (or as otherwise evidenced to the
satisfaction of the Agents). 
 “TLGP” means Trans Louisiana Gas Pipeline, Inc., an indirect wholly-owned
subsidiary of the Guarantor. 
 “TLGP L/C Cap” means $30,000,000. 
 “TLGP Letter of Credit” means any letter of credit (whether a standby letter of credit or commercial documentary letter
of credit) that is Issued by an Issuing Bank for the account of Borrower, to the extent that such letter of credit (a) is Issued pursuant to Article III on behalf of TLGP to support payment obligations of TLGP with respect to the acquisition of
Product in the ordinary course of business of TLGP, and (b) immediately after giving effect to the Issuance thereof, does not cause the aggregate undrawn amount of all outstanding TLGP Letters of Credit, together with the amount of all
unreimbursed drawings under all TLGP Letters of Credit, to be an amount in excess of the TLGP Cap. 
 5. Amendment to
Section 2.03(a) of the Credit Agreement. Section 2.03(a) is hereby amended by deleting the reference to “four (4)” immediately before “Business Days prior to the requested Borrowing Date)” and immediately after the
phrase “(New York City Time)” and inserting in lieu thereof a reference to “three (3)”. 
 6.
Amendment to Section 2.04(b) of the Credit Agreement. Section 2.04(b) is hereby amended by deleting the reference to “four (4)” immediately before the phrase “Business Days in advance of the Conversion/Continuation
Date” and immediately after the phrase “; and” and inserting in lieu thereof a reference to “three (3)”. 
 7. Amendment to Section 2.08(a) of the Credit Agreement. Section 2.08(a) is hereby amended by deleting the reference to “BNP Paribas” immediately before the phrase “with respect to any
Swap Contract” and immediately after the phrase “all amounts owing to” and inserting in lieu thereof a reference to “any Swap Bank”. 
  

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 8. Amendment to Section 3.01(b)(iii) of the Credit Agreement.
(a) Section 3.01(b)(iii) is hereby amended by adding the following language “or solely in the case of any 360-Day Letter of Credit, 360 days after the date of Issuance of such 360-Day Letter of Credit” immediately after the
language “(A) 90 days after the date of Issuance of such Letter of Credit” and immediately before “or (B) the Maturity Date”. 
 (b) Section 3.01(b)(iii) is hereby further amended by adding the following language “or, solely in the case of a 360-Day Letter of Credit, the 360-Day L/C Maturity Date” immediately after the language
“(B) the Maturity Date,” and immediately before “, unless all the Banks have approved such expiry date in writing”. 
 9. Amendment to Section 7.15 of the Credit Agreement. Section 7.15 is hereby amended by deleting the existing Section 7.15 in its entirety and substituting in lieu thereof the following:

 “7.15 Financial Covenants. The Borrower will, at all times, maintain, with respect to the elected Borrowing
Base Sub-Cap for such time, (a) Net Working Capital and Tangible Net Worth, each at a level not less than the minimum threshold set forth opposite such applicable Borrowing Base Sub-Cap under the heading ‘Minimum Net Working Capital’
and ‘Minimum Tangible Net Worth,’ as applicable, under the definition of Borrowing Base Sub-Cap, and (b) the Ratio of Total Liabilities to Tangible Net Worth and Cumulative Losses, each at a level not more than the maximum threshold
set forth opposite such applicable Borrowing Base Sub-Cap under the heading ‘Maximum Total Liabilities to Tangible Net Worth’ and ‘Maximum Cumulative Loss’ as applicable, under the definition of ‘Borrowing Base
Sub-Cap.’” 
 10. Amendment to Section 8.11 of the Credit Agreement. (a) Section 8.11 is hereby
amended by deleting the reference to “Transportation and Storage Exposure” immediately after the language “(b) Borrower’s” and immediately before the language “, plus (c) Borrower Below Index Sales Exposure”
and inserting in lieu thereof a reference to “Storage and Unhedged Transportation Exposure”. 
 (b) Section 8.11 is hereby
further amended by deleting the following language, “‘Transportation and Storage Exposure’ means the aggregate contractual cost of transportation & storage contracts for a term of in excess of 3 months” and by
inserting in lieu thereof with the following new definition: 
 “‘Storage and Unhedged Transportation Exposure’ means
the aggregate amount of all contractual costs for storage contracts in excess of three (3) months and unhedged transportation expenses that the Borrower incurs prior to the transportation of Product.” 
  

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 11. Amendment to Section 8.12 of the Credit Agreement. Section 8.12 is
hereby amended by: 
 (a) deleting the word “and” at the end of subsection (a); 
 (b) deleting the “.” at the end of subsection (b) and inserting the following “;” in lieu thereof; 
 (c) inserting the following new subsections in their respective appropriate alphabetical order: 
 “(c) so long as no Default of Event of Default shall have occurred and be continuing, or would result therefrom, advances, loans,
extensions of credit (by way of guaranty or otherwise), capital contributions, or purchases of Capital Stock, bonds, notes, debentures, or other debt securities of, or any assets constituting a business unit or, or make any other investment in, any
Person (all of the foregoing, “Investments”), in a collective annual aggregate amount (calculated exclusive of Investments permitted under Section 8.12(a) and (b) above) not to exceed $10,000,000; provided that
additional Investments in excess of $10,000,000 provided for under this Section 8.12(c) shall be permitted with the approval of the Required Banks.” 
 12. Amendment to Schedule 11.02 of the Credit Agreement. Schedule 11.02 of the Credit Agreement is hereby amended by deleting
such schedule in its entirety and substituting in lieu thereof Schedule 11.02 as appended hereto as Exhibit A. 
 13. Amendment to Exhibit E of the Credit Agreement. Exhibit E is hereby amended by deleting the reference to “BNP Paribas” as it appears in Section I.L and inserting in lieu thereof the following “Swap Banks”.

 14. Amendment to Exhibit F of the Credit Agreement. Exhibit F is hereby amended by deleting the reference to
“Transportation and Storage Exposure” and substituting a reference to “Storage and Unhedged Transportation Exposure”. 
 15. Representations. To induce the Administrative Agent and the Banks to enter into this Amendment, the Borrower ratifies and confirms each representation and warranty set forth in the Credit Agreement as if
such representations and warranties were made on even date herewith, and further represents and warrants that (a) no material adverse change has occurred in the financial condition or business prospects of the Borrower since the date of the
last financial statements delivered to the Administrative Agent and the Banks, (b) no Default or Event of Default has occurred and is continuing, and (c) the Borrower is fully authorized to enter into this Amendment. THE BORROWER


  

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ACKNOWLEDGES THAT THE CREDIT AGREEMENT PROVIDES FOR A CREDIT FACILITY THAT IS COMPLETELY OPTIONAL ON THE PART OF THE BANKS AND THAT THE BANKS HAVE
ABSOLUTELY NO DUTY OR OBLIGATION TO ADVANCE ANY REVOLVING LOAN OR TO ISSUE ANY LETTER OF CREDIT. BORROWER REPRESENTS AND WARRANTS TO THE BANKS THAT BORROWER IS AWARE OF THE RISKS ASSOCIATED WITH CONDUCTING BUSINESS UTILIZING AN UNCOMMITTED FACILITY.

 16. Conditions Precedent. This Amendment shall become effective on the first date (the “Third Amendment
Effective Date”) on which each of the following conditions precedent shall have been satisfied: 
 (a) Fees and Expenses. The
Agents and the Banks shall have received payment of all fees and expenses owed to them by the Borrower as of the Effective Date; 
 (b)
Delivered Documents. On the Effective Date, the Administrative Agent shall have received executed originals of: 
 (i)
this Amendment, executed by a duly authorized officer of each of the Borrower and the Banks; 
 (ii) the Acknowledgement and
Consent set forth in Exhibit B hereto, each executed by a duly authorized officer of the party named therein, consenting to this Amendment and affirming the Loan Documents specified therein; 
 (iii) a legal opinion of counsel to the Borrower and counsel to Guarantor each addressed to the Administrative Agent and the Banks, in
form and substance acceptable to the Administrative Agent and the Banks; 
 (iv) copies of the resolutions of the members of
the Borrower authorizing the amendments and transactions contemplated hereby, certified as of the Effective Date by the Secretary of the Borrower, and certifying the names and true signatures of the officers of the Borrower authorized to execute,
deliver and perform, as applicable, this Amendment and all other documents to be delivered by the Borrower hereunder; and 
 (v) such other documents or certificates as the Administrative Agent or counsel to the Administrative Agent may reasonably request. 
  

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 17. Miscellaneous. 
 (a) Limited Effect. Except as expressly consented to hereby, the Credit Agreement and the other Loan Documents shall remain in full force and
effect in accordance with their respective terms, without any consent, amendment, waiver or modification of any provision thereof; provided, however, that upon the Effective Date, all references herein and therein to the “Loan
Documents” shall be deemed to include, in any event, the Amendment to the Guaranty, dated as of October 1, 2003, the First Amendment to Subordination Agreement, dated as of February 18, 2004, Amendment No. 1 to the Security
Agreement and Reaffirmation dated March 30, 2005, the First Amendment, the Second Amendment and this Amendment, and all other documents delivered to the Administrative Agent or any Bank in connection therewith. Each reference to the Credit
Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended hereby. 
 (b)
Severability. In case any of the provisions of this Amendment shall for any reason be held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this
Amendment shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 
 (c) Execution in
Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Amendment by signing one or more counterparts. Delivery
of an executed counterpart of a signature page to this Amendment by facsimile or telecopier shall be effective as delivery of an originally executed counterpart of this Amendment. 
 (D) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK;
PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT, THE BANKS AND ALL AGENT-RELATED PERSONS SHALL RETAIN ALL RIGHTS UNDER FEDERAL LAW. 
 (e) Rights of Third Parties. All provisions herein are imposed solely and exclusively for the benefit of the Borrower, Administrative Agent, the Banks, Agent-Related Persons, and their permitted successors and
assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with this Amendment or any of the other Loan Documents. 
 (f) COMPLETE AGREEMENT. THIS WRITTEN AMENDMENT AND THE OTHER WRITTEN AGREEMENTS ENTERED INTO AMONG THE PARTIES REPRESENT THE FINAL AGREEMENT
AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 
 [SIGNATURES FOLLOW] 
  

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

			
	BORROWER
	
	 ATMOS ENERGY MARKETING, LLC
(formerly known as Woodward Marketing, L.L.C.), a Delaware limited liability
company

		
	By:	 	 /s/ C. RICHARD ALFORD

	Name:	 	C. Richard Alford
	Title:	 	Senior Vice President
	
	GUARANTOR
	
	ATMOS ENERGY HOLDINGS, INC.
		
	By:	 	 /s/ LAURIE M. SHERWOOD

	Name:	 	Laurie M. Sherwood
	Title:	 	Senior Vice President and Treasurer


 [Signature Page to Third Amendment] 








			
	 FORTIS CAPITAL CORP., a Connecticut corporation, as Joint Lead Arranger and Joint Bookrunner, Administrative Agent,
Collateral Agent, Issuing Bank, and a Bank

		
	By:	 	 /s/ IRENE C. RUMMEL

	Name:	 	Irene C. Rummel
	Title:	 	Senior Vice President
		
	By:	 	 /s/ CHAD CLARK

	Name:	 	Chad Clark
	Title:	 	Senior Vice President


 [Signature Page to Third Amendment] 








			
	 BNP PARIBAS, a bank organized under the laws of France, as Joint Lead Arranger and Joint Bookrunner, Documentation Agent,
Issuing Bank and a Bank

		
	By:	 	 /s/ EDWARD K. CHIN

	Name:	 	Edward K. Chin
	Title:	 	Managing Director
		
	By:	 	 /s/ DEBORAH P. WHITTLE

	Name:	 	Deborah P. Whittle
	Title:	 	Director


 [Signature Page to Third Amendment] 








			
	 SOCIÉTÉ GÉNÉRALE, as Syndication Agent and as a Bank

		
	By:	 	 /s/ EMMANUEL CHESNEAU

	Name:	 	Emmanuel Chesneau
	Title:	 	Managing Director
		
	By:	 	 /s/ BARBARA PAULSEN

	Name:	 	Barbara Paulsen
	Title:	 	Vice President


 [Signature Page to Third Amendment] 








			
	NATIXIS, as a Bank
		
	By:	 	 /s/ DAVID PERSHAD

	Name:	 	David Pershad
	Title:	 	Managing Director
		
	By:	 	 /s/ VINCENT LAURAS

	Name:	 	Vincent Lauras
	Title:	 	Managing Director


 [Signature Page to Third Amendment] 








			
	 RZB FINANCE LLC, as a Bank

		
	By:	 	 /s/ NANCY REMINI

	Name:	 	Nancy Remini
	Title:	 	Vice President
		
	By:	 	 /s/ HERMINE KIROLOS

	Name:	 	Hermine Kirolos
	Title:	 	Group Vice President


 [Signature Page to Third Amendment] 








			
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Bank

		
	By:	 	 /s/ John McGhee

	Name:	 	John McGhee
	Title:	 	Vice President & Manager


 [Signature Page to Third Amendment] 








			
	 BROWN BROTHERS HARRIMAN & CO., as a Bank

		
	By:	 	 /s/ KATHRYN C. GEORGE

	Name:	 	Kathryn C. George
	Title:	 	Partner


 [Signature Page to Third Amendment] 








			
	 THE ROYAL BANK OF SCOTLAND plc, as a Bank

		
	By:	 	 /s/ KEVIN HOWARD

	Name:	 	Kevin Howard
	Title:	 	Managing Director


 [Signature Page to Third Amendment] 







 EXHIBIT A TO 
 THIRD AMENDMENT 
 SCHEDULE 11.02 
 ADDRESSES FOR NOTICES AND LENDING OFFICES 
 ATMOS ENERGY MARKETING, LLC 
 Borrower’s Address: 
 13430 Northwest Freeway, Suite 700 
 Houston, Texas 77040 
 Attention: Ronald W. Bahr 
 Telephone: (713) 688-7771 
 Facsimile: (713) 688-5124 
 FORTIS CAPITAL CORP., 
 As Administrative Agent and Collateral Agent

 15455 N. Dallas Parkway 
 Suite 1400 
 Addison, TX 75001 
 Telephone: (214) 953-9313 
 Facsimile: (214) 969-9332 
 FORTIS CAPITAL CORP., 
 As Issuing Bank and a Bank 
 15455 N. Dallas Parkway 
 Suite 1400 
 Addison, TX 75001 
 Attention: Marla Jennings 
 Telephone: (214) 953-9313 
 Facsimile: (214) 969-9332 
 BNP PARIBAS 
 As Documentation Agent, Issuing Bank and a Bank 
 787 Seventh Avenue

 New York, New York 10019 
 Attention: Ed Chin 
 Telephone: (212) 841-2020 
 Facsimile: (212) 841-2536 







 SOCIÉTÉ GÉNÉRALE, 
 As Syndication Agent and as a Bank 
 1221 Avenue of the Americas 
 New York, New York 10020 
 Attention: Barbara Paulsen 
 Telephone: (212) 278-6496 
 Facsimile: (212) 278-7417 
 NATIXIS 
 As a Bank 
 1251 Avenue of the Americas, 34th Floor 
 New York, New York 10020 
 Attention: David Pershad 
 Telephone: (212) 872-5015 
 Facsimile: (212) 354-9095 
 RZB FINANCE LLC 
 As a Bank 
 1133 Avenue of the Americas 
 New York, New York 10036 
 Attention: Hermine Kirolos 
 Telephone: (212) 845-4114 
 Facsimile: (212) 944-6389 
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. 
 As a Bank 
 The Bank of Tokyo-Mitsubishi UFJ, Ltd., 
 Houston Agency 
 1100 Louisiana Street, 
 Suite 2800 
 Houston, Texas 77002 
 Attention: Damain Sullivan 
 Telephone: (713) 655-3808 
 Facsimile: (713) 658-0116 
 BROWN BROTHERS HARRIMAN & Co. 
 As a Bank 
 140 Broadway 
 New York, New York 10005 
 Attention: Paul Feldman 
 Telephone: (212) 493-7732 
 Facsimile: (212) 493-8998 







 THE ROYAL BANK OF SCOTLAND plc
 As a Bank 
 101 Park Avenue, 6th Floor 
 New York, New York 10178 
 Attention: Alisa Williams 
 Telephone: (212) 401-3200 
 With copies to: 
 600 Travis St, Suite 6500 
 Houston, Texas 77002 
 Attention: Matthew Main 
 Telephone: (713) 221-2441 
 Facsimile: (713) 221-2430 







 EXHIBIT B TO 
 THIRD AMENDMENT 
 ACKNOWLEDGEMENT AND CONSENT 
 Reference is made to the THIRD AMENDMENT, dated as of March 30, 2007 (the “Third Amendment”), to the SECOND AMENDED AND RESTATED CREDIT
AGREEMENT, dated as of March 30, 2005 (as amended by the First Amendment, dated November 28, 2005, the “First Amendment”, the Second Amendment, dated March 31, 2006, the “Second Amendment”, and as further amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among ATMOS ENERGY MARKETING, LLC, a Delaware limited liability company (“AEM”), FORTIS CAPITAL CORP., a Connecticut corporation
(“Fortis”), as a Bank, as an Issuing Bank, and as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”), as Collateral Agent, as a Joint Lead Arranger and as a Joint Bookrunner, BNP
PARIBAS, a bank organized under the laws of France (“BNP Paribas”), as a Bank, as an Issuing Bank, as a Joint Lead Arranger, as a Joint Bookrunner and as Documentation Agent, SOCIÉTÉ GÉNÉRALE, as
Syndication Agent and as a Bank (together with the Administrative Agent, the “Agents”), and each other financial institution that may become a party thereto (collectively the “Banks”), (ii) that certain SECURITY
AGREEMENT, dated as of December 1, 2001 (as amended by AMENDMENT NO. 1 to the SECURITY AGREEMENT, dated as of March 30, 2005 and as further amended, restated, supplemented or otherwise modified in writing from time to time, the “Security
Agreement”) executed by AEM as grantor (the “Grantor”) and the Collateral Agent, (iii) that certain GUARANTY, dated March 30, 2005 (as further amended, restated, supplemented or otherwise modified in writing from time to
time, the “AEH Guaranty”) executed for the ratable benefit of the Banks by Atmos Energy Holdings, Inc. (“AEH”) as guarantor (the “Guarantor”), (iv) that certain ATMOS SUPPORT AGREEMENT, dated March
30, 2005 (as further amended, restated, supplemented or otherwise modified in writing from time to time, the “Atmos Support Agreement”) executed by Atmos Energy Corporation, a Texas and Virginia corporation
(“Atmos”) as support sponsor (the “Support Provider”), and (v) that certain SUBORDINATION AGREEMENT dated as of March 30, 2005 (as further amended, restated, supplemented or otherwise modified in writing from time
to time, the “Subordination Agreement”) by and between Fortis and AEH (the “Subordinated Creditor,” together with the Security Agreement, the AEH Guaranty and the Atmos Support Agreement, collectively, the
“Security Documents” and individually, a “Security Document”) and acknowledged by the Borrower. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as
therein defined. 
 Each of the Grantor, the Guarantor, the Support Provider and the Subordinated Creditor hereby: 
 (a) acknowledges that the Borrower has requested and the Third Amendment will effect an extension of the Termination Date until
March 31, 2008 and an extension of the Maturity Date until June 30, 2008 and the introduction of the 360-Day L/C Maturity Date solely with respect to the 360-Day Letters of Credit; 







 (b) acknowledges that the Borrower has requested certain other amendments to the Credit
Agreement on the terms and subject to the conditions set forth in the Third Amendment; 
 (c) acknowledges that such requests
were in order and that the benefits of such extensions and other amendments pursuant to the Third Amendment will directly or indirectly accrue to such party; 
 (d) consents to the Third Amendment; 
 (e) confirms and agrees that its respective obligations under the applicable Security Documents shall continue in full force and effect and is hereby ratified and confirmed in all respects; 
 (f) acknowledges the receipt and sufficiency of such benefits and other good and valuable consideration to support its continuing
obligations under the applicable Security Documents, including as such obligations may be affected by the effectiveness of the Third Amendment; and 
 (g) with respect to the Guarantor, confirms and agrees that any reference in the recitals of the AEH Guaranty to “$250,000,000” shall be deemed to be a reference to “$580,000,000” consistent with
the Credit Amendment. 
 Each party hereto, in its capacity as grantor, guarantor, support provider and subordinated creditor, hereby
ratifies that certain Third Amendment to Credit Agreement. 
 [SIGNATURE PAGE FOLLOWS] 







 IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgement and Consent to be duly executed
and delivered by their respective proper and duly authorized officers as of March     , 2007. 
  

			
	 ATMOS ENERGY MARKETING, LLC
as Grantor

		
	By:	 	  

	Name:	 	C. Richard Alford
	Title:	 	Senior Vice President
	
	 ATMOS ENERGY HOLDINGS, INC.,
as Guarantor and as Subordinated Creditor

		
	By:	 	  

	Name:	 	Laurie M. Sherwood
	Title:	 	Senior Vice President and Treasurer
	
	 ATMOS ENERGY CORPORATION,
as Support Provider

		
	By:	 	  

	Name:	 	Laurie M. Sherwood
	Title:	 	Vice President, Corporate Development and Treasurer


 [Signature Page to Acknowledgement and Consent to Third Amendment]