ATMOS ENERGY CORPORATION $450,000,000 8.50% Senior Notes due 2019 UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2009 • Atmos Energy Corp • Natural gas distribution • New York
Atmos Energy Corporation, a Texas and Virginia corporation (the “Company”), proposes to sell $450,000,000 aggregate principal amount of the Company’s 8.50% Senior Notes due 2019 on the terms and conditions stated herein (the “Securities”). This is to confirm the agreement concerning the purchase of the Securities from the Company by the Underwriters. The Securities are to be issued pursuant to an indenture, to be dated as of March 26, 2009 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”) and an officers’ certificate to be dated as of March 26, 2009 pursuant to Section 301 of the Indenture (the “Section 301 Officers’ Certificate”). The Securities and the Indenture are more fully described in the Prospectus (defined below).
