ATMOS ENERGY CORP
AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>d15479exv10w2.txt
<DESCRIPTION>AMENDMENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                  EXECUTION COPY

                                                                    EXHIBIT 10.2

                       NINTH AMENDMENT TO CREDIT AGREEMENT

                  NINTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 31,
2004 (this "Amendment"), in respect of the Uncommitted Amended and Restated
Credit Agreement, dated as of July 1, 2002 (as amended, supplemented or
otherwise modified prior to the date hereof, the "Existing Credit Agreement"; as
amended hereby and as further amended, restated, supplemented or otherwise
modified and in effect from time to time, the "Credit Agreement") among ATMOS
ENERGY MARKETING, LLC (formerly known as Woodward Marketing, L.L.C.), a Delaware
limited liability company (the "the Borrower"), the financial institutions from
time to time parties thereto (the "Banks"), FORTIS CAPITAL CORP., a Connecticut
corporation ("Fortis"), as a Bank, an Issuing Bank, Collateral Agent and
Administrative Agent for the Banks, and BNP PARIBAS, a bank organized under the
laws of France ("BNP Paribas"), as a Bank, an Issuing Bank and Documentation
Agent.

                  WHEREAS, the parties hereto desire to amend the Existing
Credit Agreement (i) to increase the Line Portion of Natexis Banques Populaires,
New York Branch ("Natexis"), and (ii) otherwise, as more fully set forth herein;

                  NOW, THEREFORE, in consideration of premises, 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 Existing Credit Agreement are used herein as therein defined.

                  2. Amendments to Existing Credit Agreement. The Existing
Credit Agreement is hereby amended as follows:

                  (a) The definition of "Adjusted Pro Rata Share" set forth in
Section 1.01, Certain Defined Terms, is hereby deleted in its entirety and the
following new definition is inserted in lieu thereof:

                  "'Adjusted Pro Rata Share' means, as to any Bank at any
         particular time, the percentage equivalent (expressed as a decimal,
         rounded to the ninth decimal place) at such time of (a) an amount equal
         to such Bank's Effective Amount plus, in the case of any Swap Bank, the
         amount of advances made in excess of the Borrowing Base Advance Cap to
         fund Obligations of the Borrower under Swap Contracts, divided by (b)
         the combined total of the Effective Amount of all the Banks plus, in
         the case of any Swap Bank, the amount of advances made in excess of the
         Borrowing Base Advance Cap to fund Obligations of the Borrower under
         Swap Contracts."

<PAGE>


                  (b) The definition of "Expiration Date" in Section 1.01,
Certain Defined Terms, is hereby amended by deleting the date "March 31, 2004"
in subsection (a) and substituting in lieu thereof "March 31, 2005".

                  (c) The definition of "Maturity Date" in Section 1.01, Certain
Defined Terms, is hereby amended by deleting such definition in its entirety and
substituting in lieu thereof the following new definition:

                  "'Maturity Date' means June 30, 2005".

                  (d) The definition of "Pro Rata Share" set forth in Section
1.01, Certain Defined Terms, is hereby deleted in its entirety and the following
new definition is inserted in lieu thereof:

                  "'Pro Rata Share' means, as to any Bank at any time, the
         percentage equivalent (expressed as a decimal, rounded to the ninth
         decimal place) at such time of such Bank's total Effective Amount
         divided by the combined total Effective Amount of all Banks."

                  (e) The definition of "Required Banks" set forth in Section
1.01, Certain Defined Terms, is hereby deleted in its entirety and the following
new definition is inserted in lieu thereof:

                  "'Required Banks' means, at any time, Banks holding at least
         two-thirds of all the Effective Amount."

                  (f) The definition of "Responsible Officer" set forth in
Section 1.01, Certain Defined Terms, is hereby deleted in its entirety and the
following new definition is inserted in lieu thereof:

                  "'Responsible Officer' means the chief executive officer and
         the president of the Borrower or, with respect to financial matters,
         the chief financial officer of the Borrower, or such other officer of
         the Borrower that is acceptable to the Agents in their sole
         discretion."

                  (g) Section 2.01(b), Advances Related to the Swap Contracts,
is hereby deleted in its entirety and the following new Section 2.01(b) is
inserted in lieu thereof:

                  (b) Advances Related to the Swap Contracts. In addition to
         advances requested from time to time by the Borrower, in the event that
         either (i) any amounts owing to any Swap Bank or any of its Affiliates
         under any Swap Contract are not paid within two (2) Business Days after
         such obligation arises, then such Swap Bank shall notify the
         Administrative Agent of such failure to pay and the Administrative
         Agent (without the necessity of any instructions or request


                                      -2-
<PAGE>


         from the Borrower) shall make a Revolving Loan in accordance with the
         provisions of Section 2.03 of this Agreement under the Borrowing Base
         Line for any amounts due by the Borrower to such Swap Bank or any of
         its Affiliates under any Swap Contract, and then apply the proceeds of
         such advance to pay to such Swap Bank or any of its Affiliates all
         amounts owed to such Person under such Swap Contract. Upon making any
         such Revolving Loan, the Administrative Agent shall send notice of such
         Revolving Loan to the Borrower and the Banks. Any such advance shall
         initially be a Base Rate Loan. In the event that any such advance made
         to fund such Swap Bank or any of its Affiliates results in an advance
         in excess of the Borrowing Base Advance Cap, the Banks shall have no
         duty to fund their pro rata share of any excess resulting from such
         advance made to repay amounts owing to such Swap Bank or any of its
         Affiliates under any Swap Contract, but such Swap Bank's or any of its
         Affiliates' outstandings hereunder shall be deemed to be increased by
         the amount of such excess. In the event any advance described above
         does exceed the Borrowing Base Advance Cap, the Borrower shall pay to
         the Administrative Agent, for the benefit of such Swap Bank or any of
         its Affiliates, the amount of such excess, together with interest
         thereon, within one (1) Business Day after the date of such advance
         and, notwithstanding anything to the contrary herein, the Banks shall
         not share in such payment.

                  THE BORROWER ACKNOWLEDGES AND AGREES THAT THE BANKS HAVE
         ABSOLUTELY NO DUTY TO FUND ANY REVOLVING LOAN REQUESTED BY THE BORROWER
         BUT WILL EVALUATE EACH LOAN REQUEST AND IN EACH BANK'S ABSOLUTE AND
         SOLE DISCRETION WILL DECIDE WHETHER TO FUND SUCH LOAN REQUEST. THE
         BORROWER FURTHER ACKNOWLEDGES AND AGREES THAT THE SWAP BANKS HAVE
         ABSOLUTELY NO DUTY TO ENTER INTO ANY SWAP CONTRACT, AND THE ENTERING
         INTO OF ANY SWAP CONTRACT SHALL BE AT THE ABSOLUTE AND SOLE DISCRETION
         OF THE SWAP BANKS.

                  (h) Section 2.05, Optional Prepayments, is hereby amended by
deleting the first use of the word "The" and inserting in lieu thereof, "Subject
to Section 2.14, the".

                  (i) Section 2.14 of the Existing Credit Agreement, The
Election of Approving Banks to Continue Funding, is hereby deleted in its
entirety and the following new Section 2.14 is inserted in lieu thereof:

                  "2.14 The Election of Approving Banks to Continue Funding. If
         on any Business Day one or more Banks (the "Declining Bank" or
         "Declining Banks" in respect of such Conversion to Reduced Funding
         Banks Date) provides the Administrative Agent with, and the
         Administrative Agent has actually received, a


                                      -3-
<PAGE>


         written notice in the form of Exhibit H for reasons other than a
         Default and the other Bank or Banks do approve further Revolving Loans
         (including the conversion and extension of such Revolving Loans) or the
         further issuances of, extensions of, the automatic renewal of or
         amendments to Letters of Credit, the Administrative Agent shall notify
         the Banks by 6:00 p.m. (New York City time) that same day. If the Bank
         or Banks which are not the Declining Banks desire, they may (on a pro
         rata basis, based on the Uncommitted Line Portion of all Banks that
         have elected to continue funding, as adjusted after such Conversion to
         Reduced Funding Banks Date, after which such date the Uncommitted Line
         Portion of all Declining Banks shall be reduced to zero) make the full
         or partial amount of such requested Revolving Loan or issue or amend
         the requested Letter of Credit irrespective of the Declining Banks'
         disapproval (in such case, the Banks that elect to continue funding
         shall be referred to as the "Approving Banks" in respect of such
         Conversion to Reduced Funding Banks Date). In such event, from each
         such date (each, a "Conversion to Reduced Funding Banks Date") forward
         (or until the next Conversion to Reduced Funding Banks Date, if any, at
         which time one or more Banks that had been Approving Banks may become a
         Declining Bank), all subsequent Revolving Loans and Issuances of
         Letters of Credit or Amendments to Letters of Credit (subject to
         Section 11.01) that increase the face amount of a Letter of Credit or
         extend the term of a Letter of Credit shall be made unilaterally by the
         Approving Banks in respect of such Conversion to Reduced Funding Banks
         Date and no Letter of Credit thereafter Issued shall be participated in
         by the Declining Banks in respect of such Conversion to Reduced Funding
         Banks Date.

                  Notwithstanding the foregoing, however, for purposes of
         allocating repayments prior to the occurrence of a Default hereunder,
         the Adjusted Pro Rata Share of each Bank, with respect to Loans and
         Letters of Credit outstanding on a specified Conversion to Reduced
         Funding Banks Date shall remain fixed at the percentage held by such
         Bank the day before such specified Conversion to Reduced Funding Banks
         Date, without respect to any changes which may subsequently occur in
         such Bank's Pro Rata Share (prior to the next Conversion to Reduced
         Funding Banks Date) except that in the event that Obligations become
         owing to any Swap Bank and its Affiliates after such date pursuant to
         Swap Contracts as a result of contracts or transactions existing on
         such specified Conversion to Reduced Funding Banks Date, the Adjusted
         Pro Rata Share of each Bank shall be recalculated to account for the
         increase in Obligations that have become owing to such Swap Bank or its
         Affiliates until such time, if any, that all Declining Banks are fully
         repaid. Upon the occurrence of the first Conversion to Reduced Funding
         Banks Date and thereafter, prepayments of all outstanding Loans shall
         be applied to the Loans with the earliest advance date, notwithstanding
         the tenor of the Loans. Upon the occurrence of a Default and
         thereafter, repayments shall be allocated according to the Adjusted Pro
         Rata Share of the outstanding balances held by the Banks on the date of
         Default except that in


                                      -4-
<PAGE>


         the event that Obligations become owing to any Swap Bank or its
         Affiliates after such date pursuant to Swap Contracts as a result of
         contracts or transactions existing on the date of such Default, the
         Adjusted Pro Rata Share of each Bank shall be recalculated to account
         for the increase in Obligations owing to such Swap Bank or its
         Affiliates."

                  (j) Section 11.01 of the Existing Credit Agreement, Amendments
and Waivers, is hereby amended by inserting the following proviso immediately
after the proviso in the second sentence:

                  "; provided, further, that from each Conversion to Reduced
         Funding Banks Date forward (or until the next Conversion to Reduced
         Funding Banks Date, if any, at which time one or more Banks that had
         been Approving Banks may become a Declining Bank), (i) all amendments
         to any Letter of Credit that is issued after such Conversion to Reduced
         Funding Banks Date that increase the face amount of such Letter of
         Credit or extend the term of such Letter of Credit shall be made
         unilaterally by the Approving Banks in respect of such Conversion to
         Reduced Funding Banks Date, and (ii) there shall be no amendments to
         any Letter of Credit that was issued before such Conversion to Reduced
         Funding Banks Date that increases the face amount of such Letter of
         Credit or extends the term of such Letter of Credit"

                  (k) Schedule 2.01 of the Existing Credit Agreement is hereby
deleted in its entirety and the new Schedule 2.01 attached to this Amendment as
Exhibit A is inserted in lieu thereof.

                  3. 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
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.



                                      -5-
<PAGE>

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

                  (a) Fees and Expenses. The Agents and the Banks shall have
received payment of all fees and expenses owed to them by the Borrower as of the
Effective Date,

                  (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 Required Banks;

                  (ii) a Note, substantially in the form of Exhibit B hereto,
         executed by a duly authorized officer of the Borrower and payable to
         Natexis in a maximum principal amount equal to Natexis' increased
         Uncommitted Line Portion;

                  (iii) a Reaffirmation Agreement, reaffirming the Loan
         Documents specified therein;

                  (iv) 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;

                  (v) 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

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

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

                  5. 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,


                                      -6-
<PAGE>


all references herein and therein to the "Loan Documents" shall be deemed to
include, in any event, the Existing Credit Agreement, the First Amendment, dated
as of December 23, 2002, the Second Amendment, dated as of February 7, 2003, the
Third Amendment, dated as of February 28, 2003, the Fourth Amendment, dated as
of March 31, 2003, the Fifth Amendment and Waiver, dated as of April 28, 2003,
the sixth Amendment to Credit Agreement, Global Amendment to Loan Documents and
Waiver, dated as of October 1, 2003, the Amendment to Guaranty, dated as of
October 1, 2003, the Seventh Amendment and Joinder Agreement, dated as of
December 19, 2003, the Eighth Amendment and Joinder Agreement to Credit
Agreement and First Amendment to Subordination Agreement, dated as of February
18, 2004, this Amendment, the Notes, the Guaranty, the Security Agreement, the
L/C-Related Documents, the Swap Contracts, the Three Party Agreement, the Atmos
Support Agreement, 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
without giving effect to the conflict of law principles thereof; 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


                                      -7-
<PAGE>

PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

                               [SIGNATURES FOLLOW]



                                      -8-
<PAGE>


                  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: Sr. Vice President

                                          the Borrower's Address:
                                          11251 Northwest Freeway, Suite 400
                                          Houston, Texas  77092
                                          Attention:  Ronald W. Bahr
                                          Telephone: (713) 688-7771
                                          Facsimile: (713) 688-5124



                                          GUARANTOR

                                          ATMOS ENERGY HOLDINGS, INC.

                                          By:    /s/ Laurie M. Sherwood
                                                 ----------------------
                                          Name:  Laurie M. Sherwood
                                          Title: Vice President & Treasurer

                                          1800 Three Lincoln Centre
                                          5430 LBJ Freeway
                                          Dallas, TX 75240


<PAGE>


                                          FORTIS CAPITAL CORP.,
                                          a Connecticut corporation, as
                                          Administrative Agent, Collateral
                                          Agent, Issuing Bank, and a Bank


                                          By: /s/ Irene Rummel
                                              ----------------
                                              Name:  Irene Rummel
                                              Title: Senior Vice President

                                          By: /s/ Chad Clark
                                              --------------
                                              Name:  Chad Clark
                                              Title: Vice President

                                              15455 N. Dallas Parkway
                                              Suite 1400
                                              Addison, TX  75001
                                              Telephone: (214) 953-9313
                                              Facsimile: (214) 969-9332


<PAGE>


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

                                          By:    /s/ Edward K. Chin
                                                 ------------------
                                          Name:  Edward K. Chin
                                          Title: Managing Director

                                          By:    /s/ Zali Win
                                                 ------------
                                          Name:  Zali Win
                                          Title: Managing Director

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


<PAGE>


                                          SOCIETE GENERALE, as a Bank


                                          By:    /s/ Barbara Paulsen
                                                 ---------------------
                                          Name:  Barbara Paulsen
                                          Title: Director

                                          By:    /s/ Emmanuel Chesneau
                                                 ---------------------
                                          Name:  Emmanuel Chesneau
                                          Title: Director

                                          1221 Avenue of the Americas
                                          New York, New York  10020
                                          Attention: Barbara Paulsen
                                          Telephone: (212) 278-6496
                                          Facsimile: (212) 278-7417


<PAGE>


                                        NATEXIS BANQUES POPULAIRES,
                                        NEW YORK BRANCH, as a Bank

                                        By:    /s/  David Pershad
                                               ------------------
                                        Name:  David Pershad
                                        Title: Vice President

                                        By:    /s/ Guillaume de Parscau
                                               ------------------------
                                        Name:  Guillaume de Parscau
                                        Title: First Vice President


                                        1251 Avenue of the Americas, 34th Floor
                                        New York, New York 10020
                                        Attention: David Pershad
                                        Telephone: (212) 872-5015
                                        Facsimile: (212) 354-9095


<PAGE>


                                          RZB FINANCE LLC, as a Bank


                                          By:    /s/ Hermine Kirolos
                                                 -------------------
                                          Name:  Hermine Kirolos
                                          Title: Group Vice President

                                          By:    /s/ Frank J. Yautz
                                                 ------------------
                                          Name:  Frank J. Yautz
                                          Title: First Vice President


                                          1133 Avenue of the Americas
                                          New York, New York  10036
                                          Attention: Hermine Kirolos
                                          Telephone: (212) 845-4114
                                          Facsimile: (212) 944-6389


<PAGE>


                                          UFJ BANK LIMITED, NEW YORK
                                          BRANCH, as a Bank

                                          By: /s/ L.J. Perenyi
                                              ----------------
                                          Name:L.J. Perenyi
                                          Title: Vice President

                                          55 East 52nd Street
                                          New York, NY 10055
                                          Attention: Seiji Tate
                                          Telephone: 212.339.6235
                                          Facsimile: 212.754.2360


<PAGE>


                                          BROWN BROTHERS HARRIMAN &
                                          CO., as a Bank

                                          By:    /s/ Paul Feldman
                                                 ----------------
                                          Name:  Paul Feldman
                                          Title: SVP

                                          140 Broadway
                                          New York, NY 10005
                                          Attention: Paul Feldman
                                          Telephone: 212.493.7732
                                          Facsimile: 212.493.8998


<PAGE>


                                                                       Exhibit A

                                  SCHEDULE 2.01

                              UNCOMMITTED LINE AND
                            UNCOMMITTED LINE PORTION

                           (EXCLUDING SWAP CONTRACTS)

                  I. UNCOMMITTED LINE:

                     A.  Maximum Line:                       $250,000,000.00

                     B.  Total Line Amount Subscribed:       $250,000,000.00

                     C.  Subscribed Percentage:                          100%


                  II. UNCOMMITTED LINE PORTIONS, SUBSCRIBED AMOUNTS:

<Table>
<Caption>
     Line:               Bank                   Dollar Amount            Share
     -----               ----                   -------------            -----
<S>           <C>                             <C>                      <C>
Borrowing
Base Line     Fortis Capital Corp.            $ 75,000,000.00              30%

              BNP Paribas                     $ 75,000,000.00              30%

              Societe Generale                $ 35,000,000.00              14%

              UFJ Bank Limited,
              New York Branch                 $ 20,000,000.00               8%

              Natexis Banques Populaires,
              New York Branch                 $ 20,000,000.00               8%

              RZB Finance LLC                 $ 15,000,000.00               6%

              Brown Brothers Harriman & Co.   $ 10,000,000.00               4%


              TOTAL SUBSCRIBED
              BORROWING BASE LINE PORTIONS    $250,000,000.00              100%
</Table>


<PAGE>

                                                                       Exhibit B

                  FORM OF AMENDED AND RESTATED PROMISSORY NOTE
                                 (See Attached)



<PAGE>


                      AMENDED AND RESTATED PROMISSORY NOTE

$20,000,000.00                                                    March 31, 2004

--------------------------------------------------------------------------------

         1. FOR VALUE RECEIVED, ATMOS ENERGY MARKETING, L.L.C., a Delaware
limited liability company ("Borrower") promises to pay to the order of NATEXIS
BANQUES POPULAIRES, NEW YORK BRANCH ("Lender"), at the office of Administrative
Agent (as defined in the Credit Agreement (hereinafter defined)) located at
Administrative Agent's Payment Office, or at such other place as Lender from
time to time may designate, the principal sum of Twenty Million and no/100
Dollars ($20,000,000.00) (the "Maximum Loan Amount"), or so much of that sum as
may be advanced under this promissory note ("Note"), plus interest as specified
in this Note. This Note evidences a loan ("Loan") from Lender to Borrower.

         2. This Note is issued pursuant to that one certain Uncommitted Amended
and Restated Credit Agreement, dated as of July 1, 2002, between the Borrower,
Fortis Capital Corp., as a Bank, as an Issuing Bank, and as Collateral Agent and
as Administrative Agent for the Banks, and Lender, as a Bank, and each other
financial institution which may become a party thereto (as it may be amended
from time to time, the "Credit Agreement"). Some or all of the Loan Documents
(as defined in the Credit Agreement), including the Credit Agreement, contain
provisions for the acceleration of the maturity of this Note.

         3. This Note shall bear interest as is provided for in the Credit
Agreement.

         4. Principal and accrued interest hereunder shall be due and payable on
demand made in writing, or if no written demand is made, then as is provided for
in the Credit Agreement.

         5. The Borrower may prepay the principal under this Note only in
accordance with the Credit Agreement

         6. If any Event of Default (as defined in the Credit Agreement) occurs,
at the holder's option, exercisable in its sole discretion, all sums of
principal and interest under this Note shall become immediately due and payable
without notice of acceleration or intent to accelerate, notice of default,
presentment or demand for payment, protest or notice of nonpayment or dishonor,
or other notices or demands of any kind or character, provided, however, that
upon the occurrence of any event specified in subsection (e) or (f) of Section
9.01 of the Credit Agreement, the obligation of Lender to make Loans and any
obligations of Lender to issue Letters of Credit (as defined in the Credit
Agreement) shall automatically terminate and Cash Collateral in an amount equal
to the maximum aggregate amount that is or at any time thereafter may become
available for drawing by the beneficiary under any outstanding Letters of Credit
(whether or not any beneficiary shall have presented, or shall be entitled at
such time to present, the drafts or other documents required to draw under such
Letters of Credit) together with the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall automatically become
due and payable without further act of Lender.


                                      -2-
<PAGE>


         7. All amounts payable under this Note are payable in lawful money of
the United States during normal business hours of the Administrative Agent at
the Administrative Agent's Payment Office. Checks constitute payment only when
collected.

         8. If any lawsuit, reference or arbitration is commenced which arises
out of or relates to this Note, the Loan Documents or the Loan, the prevailing
party shall be entitled to recover from each other party such sums as the court,
referee or arbitrator may adjudge to be reasonable attorneys' fees in the
action, reference or arbitration, in addition to costs and expenses otherwise
allowed by law. In all other situations, including any matter arising out of or
relating to any Insolvency Proceeding (as defined in the Credit Agreement), the
Borrower agrees to pay all of Lender's reasonable costs and expenses, including
attorneys' fees, which may be incurred in enforcing or protecting Lender's
rights or interests. From the time(s) incurred until paid to Lender, all such
sums shall bear interest at the Default Rate (as defined in the Credit
Agreement).

         9. Whenever the Borrower is obligated to pay or reimburse Lender for
any attorneys' fees, those fees shall include the reasonably allocated costs for
services of in-house counsel.

         10. THIS NOTE IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE CHOICE OF LAW RULES OF THAT STATE.

         11. The Borrower agrees that the holder of this Note may accept
additional or substitute security for this Note, or release any security or any
party liable for this Note, and without affecting the liability of any Borrower.

         12. If Lender delays in exercising or fails to exercise any of its
rights under this Note, that delay or failure shall not constitute a waiver of
any of Lender's rights, or of any breach, default or failure of condition of or
under this Note. No waiver by Lender of any of its rights, or of any such
breach, default or failure of condition shall be effective, unless the waiver is
expressly stated in writing signed by Lender. All of Lender's remedies in
connection with this Note or under applicable law shall be cumulative, and
Lender's exercise of any one or more of those remedies shall not constitute an
election of remedies.

         13. Regardless of any provision contained in this Note or in any of the
other Loan Documents, Lender shall never be deemed to have contracted for or be
entitled to receive, collect or apply as interest on the Loan, pursuant to this
Note or any other Loan Document, or otherwise, any amount in excess of the
maximum rate of interest permitted to be charged by applicable law, and, in the
event that Lender ever receives, collects or applies as interest any such
excess, such amount which would be excessive interest shall be applied to the
reduction of the unpaid principal balance of the Loan, and, if the principal
balance of the Loan is paid in full, any remaining excess shall forthwith be
paid to the Borrower. In determining whether or not the interest paid or payable
under any specific contingency exceeds the highest lawful rate, the Borrower and
Lender shall, to the maximum extent permitted under applicable law, (a)
characterize any non-principal payment as an expense, fee, or premium, rather
than as interest, (b) exclude voluntary prepayments and the effect thereof, and
(c) spread the total amount of interest throughout the entire contemplated term
of the Loan so that the interest rate is uniform throughout such term; provided,
that if the Loan is paid and performed in full prior to the end of


                                      -3-
<PAGE>


the full contemplated term thereof, and if the interest received for the actual
term thereof exceeds the maximum lawful rate, Lender shall refund to the
Borrower the amount of such excess, or credit the amount of such excess against
the aggregate unpaid principal balance of the Loan at the time in question.

         14. This Note inures to and binds the successors and assigns of the
Borrower and Lender; provided, however, that the Borrower may not assign this
Note or any Loan funds, or assign or delegate any of its rights or obligations,
without the prior written consent of Lender in each instance.

         15. As used in this Note, the terms "Lender", "holder" and "holder of
this Note" are interchangeable. As used in this Note, the word "include(s)"
means "include(s), without limitation," and the word "including" means
"including, but not limited to."

         16. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN 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 BETWEEN THE PARTIES.

         17. This Note amends and restates an existing Note dated October 1,
2003 (the "Existing Note"), issued to the Lender pursuant to the Credit
Agreement, and is given as a continuation, rearrangement and extension, and not
a novation, release or satisfaction, of the Existing Note, and the issuance and
delivery of this Note is in substitution for the Existing Note.

                                          BORROWER:

                                          ATMOS ENERGY MARKETING, LLC,
                                          a Delaware limited liability company


                                          By:    /s/ C. Richard Alford
                                                 ---------------------
                                          Name:  C. Richard Alford
                                                 ---------------------
                                          Title: Snr. Vice President
                                                 ---------------------

Address:
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas  75240


                                      -4-

</TEXT>
</DOCUMENT>
