Common use of Binding Effect; Continuing Agreement Clause in Contracts

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 Guarantors and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Existing Credit Agreements shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements that expressly survive the termination of the Existing Credit Agreements). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties 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under the Credit Documents; provided that should any payment, in whole or in part, of the Credit Party Obligations be rescinded or otherwise required to be restored or returned by the Administrative Agent or any Lender, whether as a result of any proceedings in bankruptcy or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 Credit Party Obligations.

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 4.01 have been satisfied or waived by the Required Lenders and it shall have been executed by the BorrowerBorrowers, the Guarantors and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each LenderLenders, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the BorrowerBorrowers, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Existing Credit Agreements shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements that expressly survive the termination of the Existing Credit Agreements). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations (other than any obligations which by the terms thereof are stated to survive the termination of the Loan Documents) have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties shall have no further obligations (other than the indemnification provisions that survive) under the Credit DocumentsLoan Documents and the Collateral Agent shall, at the request and expense of the Borrowers, deliver all Collateral in its possession to the Borrowers and release all Liens on Collateral; provided that should any payment, in whole or in part, of the Credit Party 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 Loan Documents shall automatically be reinstated and all Liens of the Lenders shall reattach to the Collateral and all amounts required to be restored or returned and all costs and expenses incurred by the Administrative Collateral Agent or any Lender in connection therewith shall be deemed included as part of the Credit Party Obligations.

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 Guarantors and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Existing Credit Agreements Agreement shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements Agreement shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements Agreement that expressly survive the termination of the Existing Credit AgreementsAgreement). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties 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 Credit Party 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 Credit Party Obligations.

Binding Effect; Continuing Agreement. (a) This Credit Agreement shall become effective at such time when as all of the conditions set forth in Section 5.1 4.1 have been satisfied or waived by the Lenders and it shall have been executed by the Borrower, the Guarantors Administrative Agent and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each LenderLenders, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Existing Credit Agreements Agreement shall be deemed terminated terminated, and the Credit Parties Borrower and the lenders party to the Existing Credit Agreements Agreement shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements Agreement that expressly survive the termination of the Existing Credit AgreementsAgreement). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Borrower Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties Borrower shall have no further obligations (other than the indemnification provisions that survive) under the Credit Loan Documents; provided that should any payment, in whole or in part, of the Credit Party 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 Loan 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 Credit Party Borrower Obligations.

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 Guarantors Agent and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each LenderLenders, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and permitted assigns. Upon this Credit Agreement becoming effective, the Existing Credit Agreements Agreement shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements Agreement shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements Agreement that expressly survive the termination of the Existing Credit Agreementsthereof). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon such termination, the Credit Parties Borrower shall have no further obligations (other than the indemnification those provisions that surviveexpressly survive the termination thereof) under the Credit Documents; provided provided, that should any payment, in whole or in part, of the Credit Party 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 Credit Party Obligations.

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 Guarantors Administrative Agent and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each LenderLenders, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon The Borrower and the Lenders party to the Existing Revolving Credit Agreement each hereby agrees that, at such time as this Credit Agreement becoming effectiveshall have become effective pursuant to the terms of the immediately preceding sentence, the Existing Revolving Credit Agreements Agreement automatically shall be deemed terminated and the Credit Parties Borrowers and the lenders Lenders party to the Existing Revolving Credit Agreements Agreement shall no longer have any obligations thereunder (other than those obligations in the Existing Revolving Credit Agreements Agreement that expressly survive the termination of the Existing Credit Agreementsthereof). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Borrower Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties 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 Credit Party 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 Credit Party Borrower Obligations.

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 Guarantors and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Existing Prior Credit Agreements Agreement shall be deemed terminated and the Credit Parties and the lenders party to the Existing Prior Credit Agreements Agreement shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements that expressly survive the termination of the Existing Credit Agreements)thereunder. (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties shall have no further obligations (other than the indemnification provisions that survive) under the Credit DocumentsDocuments and the Administrative Agent shall, at the request and expense of the Borrower, deliver all Collateral in its possession to the Borrower and release all Liens on Collateral; provided that should any payment, in whole or in part, of the Credit Party 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 Liens of the Lenders shall reattach to the Collateral 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 Credit Party Obligations.

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 Administrative Agent (with the consent of the Required Lenders) and it shall have been executed by the Borrower, the Guarantors and the Administrative AgentAgents, and the Administrative Agent Agents shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent Agents and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Existing Credit Agreements shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements that expressly survive the termination of the Existing Credit Agreements). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations (other than any obligations which by the terms thereof are stated to survive the termination of the Credit Documents) have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties shall have no further obligations (other than the indemnification provisions that survive) under the Credit DocumentsDocuments and the Collateral Agent shall, at the request and expense of the Borrower, deliver all Collateral in its possession to the Borrower and release all Liens on Collateral; provided that should any payment, in whole or in part, of the Credit Party Obligations be rescinded or otherwise required -105- to be restored or returned by the Administrative an 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 Liens of the Lenders shall reattach to the Collateral and all amounts required to be restored or returned and all costs and expenses incurred by the Administrative an Agent or any Lender in connection therewith shall be deemed included as part of the Credit Party Obligations. 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: DAVEL FINANCING COMPANY, L.L.C., -------- a Delaware limited liability company By: DAVEL COMMUNICATIONS, INC., its sole managing member By: /s/ Xxxxxxx X. Xxxxx --------------------------- Name: Xxxxxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer PARENT GUARANTOR: DAVEL COMMUNICATIONS, INC., ---------------- a Delaware corporation By: /s/ Xxxxxxx X. Xxxxx ------------------------------- Name: Xxxxxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer SUBSIDIARY GUARANTORS: DAVEL COMMUNICATIONS GROUP, INC., --------------------- a Delaware corporation PEOPLES TELEPHONE COMPANY, INC., a New York corporation PEOPLES TELEPHONE COMPANY, INC., a New Hampshire corporation PEOPLES COLLECTORS, INC., a Delaware corporation PTC CELLULAR, INC., a Delaware corporation PTC SECURITY SYSTEMS, INC., a Florida corporation TELINK TELEPHONE SYSTEMS, INC., a Georgia corporation SILVERADO COMMUNICATIONS, INC., a Colorado corporation PEOPLES ACQUISITION CORP., a Pennsylvania corporation TELALEASING ENTERPRISES, INC., an Illinois corporation ADTEC COMMUNICATIONS, INC., a Florida corporation INTERSTATE COMMUNICATIONS, INC., a Georgia corporation

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 Guarantors and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, effective the Existing Credit Agreements shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements shall no longer have any obligations thereunder (other than those obligations of the Credit Parties in the Existing Credit Agreements that expressly survive the termination of the Existing Credit Agreements). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties 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 Credit Party 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 Credit Party Obligations. 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.

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 Guarantors and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Existing Credit Agreements shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements that expressly survive the termination of the Existing Credit Agreements). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties 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 Credit Party 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 Credit Party Obligations.. 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: PULTE CORPORATION, a Michigan corporation By: /s/ Xxxxx X. Xxxxx ------------------ Name: Xxxxx X. Xxxxx ---------------- Title: Senior Vice President/CFO ---------------

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 Guarantors Administrative Agent and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each LenderLenders, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Existing Credit Agreements shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements that expressly survive the termination of the Existing Credit Agreements). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Borrower Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties Borrower shall have no further obligations (other than the indemnification and other provisions that survive) under the Credit Documents; provided that should any payment, in whole or in part, of the Credit Party 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. Each of the parties hereto has caused a counterpart of this Credit Party Obligations.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/ XXXXXX X. XXXXXXXX Name: Xxxxxx X. Xxxxxxxx Title: Vice President, Corporate Development and Treasurer

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 Guarantors and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Existing Credit Agreements shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements that expressly survive the termination of the Existing Credit Agreements). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties 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 Credit Party 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 Credit Party Obligations. 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: POLARIS INDUSTRIES INC., a Minnesota corporation By: /s/ Micxxxx X. Xxxxxx ------------------------------------- Name: Micxxxx X. Xxxxxx Title: Chief Financial Officer, Treasurer, Secretary and Vice President-Finance Signature Page to Polaris Industries Inc. Multi-Year Credit Agreement GUARANTORS: POLARIS REAL ESTATE CORPORATION OF ---------- IOWA, INC., a Delaware corporation POLARIS REAL ESTATE CORPORATION, a Delaware corporation POLARIS ACCEPTANCE INC., a Minnesota corporation POLARIS SALES INC., a Minnesota corporation POLARIS DIRECT INC., a Minnesota corporation POLARIS INDUSTRIES INC., a Delaware corporation By: /s/ Micxxxx X. Xxxxxx ------------------------------------------- Name: Micxxxx X. Xxxxxx Title: Chief Financial Officer, Treasurer, Secretary and Vice President-Finance of each of the foregoing entities Signature Page to Polaris Industries Inc. Multi-Year Credit Agreement LENDERS: -------- BANK OF AMERICA, N.A., individually in its capacity as a Lender and in its capacity as Administrative Agent By: /s/ Thoxxx X. Xxxxxx ----------------------------------------- Name: Thoxxx X. Xxxxxx Title: Managing Director Signature Page to Polaris Industries Inc. Multi-Year Credit Agreement

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 Guarantors and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Existing Credit Agreements shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements that expressly survive the termination of the Existing Credit Agreements). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Term Loans, LOC Obligations, interest, fees and other Credit Party Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties shall have no further obligations (other than the indemnification provisions and other provisions that by their terms survive) under the Credit Documents; provided that should any payment, in whole or in part, of the Credit Party 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 Credit Party Obligations.

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 Guarantors and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Existing Credit Agreements shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements that expressly survive the termination of the Existing Credit Agreements). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations (other than those obligations that expressly survive the termination of this Credit Agreement) have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties shall have no further obligations (other than those obligations that expressly survive the indemnification provisions that survivetermination of this Credit Agreement) under the Credit DocumentsDocuments and the Agent shall, at the request and expense of the Borrower, deliver all Collateral in its possession to the Borrower and release all Liens on Collateral; provided that should any payment, in whole or in part, of the Credit Party 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 Liens of the Lenders shall reattach to the Collateral 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 Credit Party Obligations.

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 Guarantors and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, effective the Existing Credit Agreements shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements shall no longer have any obligations thereunder (other than those obligations of the Credit Parties in the Existing Credit Agreements that expressly survive the termination of the Existing Credit Agreements). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties 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 Credit Party 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 Credit Party Obligations.

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 Guarantors Administrative Agent and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each LenderLenders, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon The Borrower and the Lenders party to the Existing Revolving Credit Agreement each hereby agrees that, at such time as this Credit Agreement becoming effectiveshall have become effective pursuant to the terms of the immediately preceding sentence, the Existing Revolving Credit Agreements Agreement automatically shall be deemed terminated and the Credit Parties Borrowers and the lenders Lenders party to the Existing Revolving Credit Agreements Agreement shall no longer have any obligations thereunder (other than those obligations in the Existing Revolving Credit Agreements Agreement that expressly survive the termination of the Existing Credit Agreementsthereof). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Borrower Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties 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 Credit Party 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. Signature Page to Atmos Energy Corporation 364-Day Revolving Credit Party ObligationsAgreement 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 SHERWOOD --------------------------------------------- Name: Laurie Sherwood --------------------------------------------- Title: Vice President, Corporate Development and --------------------------------------------- Treasury --------------------------------------------- Signature Page to Atmos Energy Corporation 364-Day Revolving Credit Agreement LENDERS: BANK ONE, NA individually in its capacity as a Lender and in its capacity as Administrative Agent By: /s/ SHARON K. WEBB -------------------------------------- Name: Sharon K. Webb ------------------------------------ Title: Associate Director ----------------------------------- Signature Page to Atmos Energy Corporation 364-Day Revolving Credit Agreement SUNTRUST BANK By: /s/ LINDA STANLEY -------------------------------- Name: Linda Stanley ------------------------------ Title: Director ----------------------------- Signature Page to Atmos Energy Corporation 364-Day Revolving Credit Agreement BANK OF AMERICA, N.A. By: /s/ STEVEN A. MACKENZIE ----------------------------------- Name: Steven A. Mackenzie --------------------------------- Title: Vice President -------------------------------- Signature Page to Atmos Energy Corporation 364-Day Revolving Credit Agreement COBANK ACB By: /s/ CATHLEEN D. REED ------------------------------------- Name: Cathleen D. Reed ----------------------------------- Title: Assistant Vice President ---------------------------------- Signature Page to Atmos Energy Corporation 364-Day Revolving Credit Agreement SOCIETE GENERALE, NEW YORK BRANCH By: /s/ WAYNE HOSANG ------------------------------------- Name: Wayne Hosang ----------------------------------- Title: Vice President ---------------------------------- Signature Page to Atmos Energy Corporation 364-Day Revolving Credit Agreement KBC BANK N.V. By: /s/ JEAN PIERRE DIELS/ERIC RASKIN ----------------------------------------- Name: Jean Pierre Diels/Eric Raskin --------------------------------------- Title: First Vice President/Vice President -------------------------------------- Signature Page to Atmos Energy Corporation 364-Day Revolving Credit Agreement THE BANK OF TOKYO-MITSUBISHI, LTD. By: /s/ JOHN MCGHEE ----------------------------------------- Name: John McGhee --------------------------------------- Title: Vice President, Manager -------------------------------------- Signature Page to Atmos Energy Corporation 364-Day Revolving Credit Agreement U.S. BANK NATIONAL ASSOCIATION By: /s/ BRIAN H. GALLAGHER ----------------------------------------- Name: Brian H. Gallagher --------------------------------------- Title: Vice President -------------------------------------- Signature Page to Atmos Energy Corporation 364-Day Revolving Credit Agreement MERRILL LYNCH BANK USA By: /s/ LOUIS ADXXX ----------------------------------------- Name: Louis Adler --------------------------------------- Title: Vice President -------------------------------------- Signature Page to Atmos Energy Corporation 364-Day Revolving Credit Agreement WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ YANN PIRIO ----------------------------------------- Name: Yann Pirio --------------------------------------- Title: Vice President -------------------------------------- Signature Page to Atmos Energy Corporation 364-Day Revolving Credit Agreement UBS AG, CAYMAN ISLANDS BRANCH By: /s/ PATRICIA O'KICKI/WILFRED V. SAINT --------------------------------------------------- Name: Patricia O'Kicki/Wilfred V. Saint ------------------------------------------------- Title: Director/Associated Director Banking Products ------------------------------------------------ Services, US ------------------------------------------------ Signature Page to Atmos Energy Corporation 364-Day Revolving Credit Agreement BANK HAPOALIM B.M. By: /s/ SHAUN BREIDBART/LAURA ANNE RAFFA ----------------------------------------------- Name: Shaun Breidbart/Laura Anne Raffa --------------------------------------------- Title: Vice President/Senior Vice President -------------------------------------------- & Corporate Manager -------------------------------------------- Signature Page to Atmos Energy Corporation 364-Day Revolving Credit Agreement TRUSTMARK NATIONAL BANK By: /s/ CHAN BLOUNT -------------------------------------------- Name: Chan Blount -------------------------------------------- Title: First Vice President -------------------------------------------- Signature Page to Atmos Energy Corporation 364-Day Revolving Credit Agreement HIBERNIA NATIONAL BANK By: /s/ LAURA K. WATTS ----------------------------------------------- Name: Laura K. Watts --------------------------------------------- Title: Vice President -------------------------------------------- SCHEDULE 1.1(a) COMMITMENT PERCENTAGES COMMITMENT LENDERS COMMITMENT PERCENTAGE ------- ---------- ---------- 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. $27,500,000 7.857% U.S. BANK NATIONAL ASSOCIATION $27,500,000 7.857% MERRILL LYNCH BANK USA $25,000,000 0.002% WACHOVIA BANK, NATIONAL ASSOCIATION $25,000,000 7.142% UBS AG, CAYMAN ISLANDS BRANCH $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% Schedule 1.1(a)-1 SCHEDULE 1.1(b) PRICING SCHEDULE Applicable Percentage Level I Level II Level III Level IV Level V Level VI Status Status Status Status Status Status ------- -------- --------- -------- ------- -------- 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 0.125% 0.125% 0.125% 0.125% 0.125% 0.25% usage exceeds 33 1/3%) "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 bxxxxx.

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 6.1 have been satisfied or waived by the Lenders and it shall have been executed by the Borrower, the Guarantors Credit Parties and the Administrative AgentAgents, and the Administrative Agent Agents shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the BorrowerCredit Parties, the Guarantors, the Administrative Agent Agents and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Existing Credit Agreements shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements that expressly survive the termination of the Existing Credit Agreements). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties shall have no further obligations (other than the indemnification provisions that survive) under the Credit DocumentsDocuments and the Collateral Agent shall, at the request and expense of the Credit Parties, deliver all Collateral in its possession to the Credit Parties and release all Liens on Collateral; provided that should any payment, in whole or in part, of the Credit Party Obligations be rescinded or otherwise required to be restored or returned by the Administrative an 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 Liens of the Lenders shall reattach to the Collateral and all amounts required to be restored or returned and all costs and expenses incurred by the Administrative an Agent or any Lender in connection therewith shall be deemed included as part of the Credit Party Obligations.

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 Guarantors and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Existing Credit Agreements Agreement shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements Agreement shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements Agreement that expressly survive the termination of the Existing Credit AgreementsAgreement). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties 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 Credit Party 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 Credit Party Obligations. 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: POLARIS INDUSTRIES INC., a Minnesota corporation By: /s/ Michael W. Malone -------------------------------------------- Name: Michael W. Malone Title: Chief Finxxxxxx Xxxxxxx, Xecretary and Vice President-Finance Signature Page to Polaris Industries Inc. Amended and Restated 364-Day Credit Agreement GUARANTORS: POLARIS REAL ESTATE CORPORATION OF IOWA, INC., a Delaware corporation POLARIS REAL ESTATE CORPORATION, a Delaware corporation POLARIS ACCEPTANCE INC., a Minnesota corporation POLARIS SALES INC., a Minnesota corporation POLARIS DIRECT INC., a Minnesota corporation POLARIS INDUSTRIES INC., a Delaware corporation POLARIS INDUSTRIES MANUFACTURING LLC, a Minnesota limited liability company By: /s/ Michael W. Malone --------------------------------------------- Name: Michael W. Malone Title: Chief Financial Offxxxx, Xxxxxxxxx, Secretary and Vice President-Finance of each of the foregoing entities AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT Signature Page to Polaris Industries Inc. Amended and Restated 364-Day Credit Agreement ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Anne Brooke Lazorik -------------------------------- Name: Anne Brooke Lazorik ------------------------------ Title: Agency Management Officer ----------------------------- AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT Signature Page to Polaris Industries Inc. Amended and Restated 364-Day Credit Agreement

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 3.1 have been satisfied or waived by the Lenders and it shall have been executed by the Borrower, the Guarantors and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Existing Credit Agreements shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements that expressly survive the termination of the Existing Credit Agreements). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees Fees and other Credit Party Obligations have been paid in full and all the Revolving Commitments and Letters of Credit have been are terminated. Upon termination, the Credit Parties Borrower shall have no further obligations (other than the indemnification provisions that survive) under the Credit Loan Documents; provided that should any payment, in whole or in part, of the Credit Party 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 otherwiseany similar reason, then the Credit Loan 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 Credit Party Obligations. Section 9.15. NO ORAL AGREEMENTS. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

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 Administrative Agent (with the Borrower, consent of the Guarantors and the Administrative Agent, Required Lenders) and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lenderthe Borrowers, the Guarantors and the Lenders, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the BorrowerBorrowers, the Guarantors, the Administrative Agent Agents and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Existing Credit Agreements shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements that expressly survive the termination of the Existing Credit Agreements). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC L/C Obligations, interest, fees and other Credit Party Obligations (other than any obligations which by the terms thereof are stated to survive the termination of the Credit Documents) have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties shall have no further obligations (other than the indemnification provisions that survive) under the Credit DocumentsDocuments and the Collateral Agent shall, at the request and expense of the Parent, deliver all Collateral in its possession to the Parent and release all Liens on Collateral; provided that should any payment, in whole or in part, of the Credit Party Obligations be rescinded or otherwise required to be restored or returned by the Administrative an 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 Liens of the Lenders shall reattach to the Collateral and all amounts required to be restored or returned and all costs and expenses incurred by the Administrative an Agent or any Lender in connection therewith shall be deemed included as part of the Credit Party Obligations.

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 Guarantors and the Administrative AgentAgents, and the Administrative Agent Agents shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent Agents and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, (i) the Existing Credit Agreements Agreement shall be deemed terminated superseded by this Credit Agreement and the Credit Parties and the lenders Lenders party to the Existing Credit Agreements Agreement shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements Agreement that expressly survive the termination thereof) and (ii) that certain Forbearance Agreement, dated as of March 26, 1999, among the Existing Credit Agreements)parties hereto shall be superseded. (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties shall have no further obligations (other than the indemnification provisions that survive) under the Credit DocumentsDocuments and the Collateral Agent shall, at the request and expense of the Borrower, deliver all Collateral in its possession to the Borrower and release all Liens on Collateral; provided that should any payment, in whole or in part, of the Credit Party Obligations be rescinded or otherwise required to be restored or returned by the Administrative an 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 Liens of the Lenders shall reattach to the Collateral and all amounts required to be restored or returned and all costs and expenses incurred by the Administrative an Agent or any Lender in connection therewith shall be deemed included as part of the Credit Party Obligations.

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 Guarantors and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Existing Credit Agreements shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements that expressly survive the termination of the Existing Credit Agreements). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties shall have no further obligations (other than the indemnification provisions that survive) under the Credit DocumentsDocuments and the Agent shall, at the request and expense of the Borrower, deliver all Collateral in its possession to the Borrower and release all Liens on Collateral; provided that should any payment, in whole or in part, of the Credit Party 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 Liens of the Lenders shall reattach to the Collateral 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 Credit Party Obligations.

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 Guarantors Administrative Agent and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each LenderLenders, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon The Borrower and the Lenders party to the Existing Credit Agreement each hereby agrees that, at such time as this Credit Agreement becoming effectiveshall have become effective pursuant to the terms of the immediately preceding sentence, the Existing Credit Agreements Agreement automatically shall be deemed terminated and the Credit Parties Borrowers and the lenders Lenders party to the Existing Credit Agreements Agreement shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements Agreement that expressly survive the termination of the Existing Credit Agreementsthereof). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Borrower Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties 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 Credit Party 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 Credit Party Borrower Obligations.

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 Administrative Agent (with the Borrower, consent of the Guarantors and the Administrative Agent, Required Lenders) and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each LenderBorrower, the Guarantors and the Lenders, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent Agents and each Lender and their respective successors and assigns. Upon this Credit Agreement becoming effective, the Existing Credit Agreements shall be deemed terminated and the Credit Parties and the lenders party to the Existing Credit Agreements shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements that expressly survive the termination of the Existing Credit Agreements). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations (other than any obligations which by the terms thereof are stated to survive the termination of the Credit Documents) have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties shall have no further obligations (other than the indemnification provisions that survive) under the Credit DocumentsDocuments and the Collateral Agent shall, at the request and expense of the Borrower, deliver all Collateral in its possession to the Borrower and release all Liens on Collateral; provided that should any payment, in whole or in part, of the Credit Party Obligations be rescinded or otherwise required to be restored or returned by the Administrative an 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 Liens of the Lenders shall reattach to the Collateral and all amounts required to be restored or returned and all costs and expenses incurred by the Administrative an Agent or any Lender in connection therewith shall be deemed included as part of the Credit Party Obligations.

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 Guarantors Administrative Agent and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each LenderLenders, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. Upon The Borrower and the Lenders party to the Existing Credit Agreement each hereby agrees that, at such time as this Credit Agreement becoming effectiveshall have become effective pursuant to the terms of the immediately preceding sentence, the Existing Credit Agreements Agreement automatically shall be deemed terminated and the Credit Parties Borrowers and the lenders Lenders party to the Existing Credit Agreements Agreement shall no longer have any obligations thereunder (other than those obligations in the Existing Credit Agreements Agreement that expressly survive the termination of the Existing Credit Agreementsthereof). (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Borrower Obligations have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties 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 Credit Party 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. Signature Page to Atmos Energy Corporation Revolving Credit Party ObligationsAgreement 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/ XXXXXX X. XXXXXXXX --------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President, Corporate 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/ XXXX XXX XXXX --------------------------------- Name: Xxxx Xxx Xxxx Title: Director Signature Page to Atmos Energy Corporation Revolving Credit Agreement SUNTRUST BANK By: /s/ XXXXXX XXXXXXX --------------------------------- Name: Xxxxxx Xxxxxxx Title: Vice President Signature Page to Atmos Energy Corporation Revolving Credit Agreement BANK OF AMERICA, N.A. By: /s/ XXXXXX X. XXXXXXXXX --------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President Signature Page to Atmos Energy Corporation Revolving Credit Agreement COBANK ACB By: /s/ XXXX XXXXXX-XXXXXXX --------------------------------- Name: Xxxx Xxxxxx-Xxxxxxx Title: Vice President SOCIETE GENERALE, NEW YORK BRANCH By: /s/ G. XXXXX XXXXXX --------------------------------- Name: G. Xxxxx Xxxxxx Title: Vice President Signature Page to Atmos Energy Corporation Revolving Credit Agreement KBC BANK N.V. By: /s/ XXXX-XXXXXX DIELS --------------------------------- Name: Xxxx-Xxxxxx Diels Title: First Vice President By: /s/ XXXX XXXXXX --------------------------------- Name: Xxxx Xxxxxx Title: Vice President Signature Page to Atmos Energy Corporation Revolving Credit Agreement THE BANK OF TOKYO-MITSUBISHI, LTD., Houston agency By: /s/ XXXXXX XXXXXXXXX -------------------------- Name: Xxxxxx Xxxxxxxxx Title: Vice President and Manager Signature Page to Atmos Energy Corporation Revolving Credit Agreement U.S. BANK NATIONAL ASSOCIATION By: /s/ XXXXX X. XXXXXXXXX -------------------------- Name: Xxxxx X. Xxxxxxxxx Title: Vice President Signature Page to Atmos Energy Corporation Revolving Credit Agreement XXXXXXX XXXXX BANK USA By: /s/ XXXXX XXXXX -------------------------- Name: Xxxxx Xxxxx Title: Director Signature Page to Atmos Energy Corporation Revolving Credit Agreement WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ XXXX XXXXX -------------------------- Name: Xxxx Xxxxx Title: Vice President Signature Page to Atmos Energy Corporation Revolving Credit Agreement UBS LOAN FINANCE LLC By: /s/ XXXXXXX FERNANCES ------------------------------ Name: Xxxxxxx Fernances Title: Associate Director Banking Products Services, US By: /s/ WINSLOWE OGBOURNE ------------------------------ Name: Winslowe Ogbourne Title: Associate Director Banking Products Services, US Signature Page to Atmos Energy Corporation Revolving Credit Agreement BANK HAPOALIM B.M. By: /s/ XXXXX XXXXXXXXX ------------------------------ Name: Xxxxx Xxxxxxxxx Title: Vice President By: /s/ XXXXX XXXXXXX ------------------------------ Name: Xxxxx Xxxxxxx Title: First Vice President Signature Page to Atmos Energy Corporation Revolving Credit Agreement TRUSTMARK NATIONAL BANK By: /s/ XXXXX XXXXX ------------------------------ Name: Xxxxx Xxxxx Title: Assistant Vice President Signature Page to Atmos Energy Corporation Revolving Credit Agreement HIBERNIA NATIONAL BANK By: /s/ XXX ST. XXXX ------------------------------ Name: Xxx St. Xxxx Title: Sr. Vice President SCHEDULE 1.1(a) COMMITMENT PERCENTAGES COMMITMENT LENDERS COMMITMENT PERCENTAGE ------- ---------- ---------- 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% XXXXXXX XXXXX 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% Schedule 1.1(a)-1 SCHEDULE 1.1(b) PRICING SCHEDULE Applicable Percentage Level I Status Level II Status Level III Status Level IV Status Level V Status Level VI Status --------------------- -------------- --------------- ---------------- --------------- -------------- --------------- 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% "Level I Status" exists at any date if, on such date, the Borrower's Xxxxx'x Rating is A2 or better or the Borrower's S&P Rating is A or better.