0001193125-04-167711 Sample Contracts

AMENDMENT NO. 1 TO MERGER AGREEMENT
Merger Agreement • October 6th, 2004 • Atmos Energy Corp • Natural gas distribution

This “Amendment” dated September 30, 2004 is between TXU Gas Company, a Texas corporation, and LSG Acquisition Corporation, a Texas corporation, and amends the Agreement and Plan of Merger between these parties dated June 17, 2004 (the “Merger Agreement”).

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TRANSITIONAL SERVICES AGREEMENT
Transitional Services Agreement • October 6th, 2004 • Atmos Energy Corp • Natural gas distribution • Texas

THIS TRANSITIONAL SERVICES AGREEMENT is entered into as of October 1, 2004 (the “Execution Date”), by and between TXU Business Services Company (“TXU Business Services”) and Atmos Energy Corporation (“Atmos Energy”). TXU Business Services and Atmos Energy are referred to collectively as the “Parties” and individually as a “Party”.

TRANSITIONAL SERVICES AGREEMENT
Transitional Services Agreement • October 6th, 2004 • Atmos Energy Corp • Natural gas distribution • Texas

THIS TRANSITIONAL SERVICES AGREEMENT is entered into as of October 1, 2004 (the “Execution Date”), by and between Oncor Utility Solutions (Texas) Company (“OUS”), TXU Electric Delivery Company (“TXU Electric Delivery,” and, together with OUS, the “TXU Parties”) and Atmos Energy Corporation (“Atmos Energy”). OUS, TXU Electric Delivery and Atmos Energy are referred to collectively as the “Parties” and individually as a “Party.”

TRANSITIONAL ACCESS AGREEMENT
Transitional Access Agreement • October 6th, 2004 • Atmos Energy Corp • Natural gas distribution • Texas

THIS TRANSITIONAL ACCESS AGREEMENT is entered into as of October 1, 2004 (the “Execution Date”), by and between TXU Energy Retail Company LP, TXU Business Services Company, TXU Properties Company, and TXU Electric Delivery Company (collectively referred to herein as the “TXU Companies”) and Atmos Energy Corporation (“Atmos Energy”). The aforementioned entities are referred to collectively as the “Parties” and individually as a “Party”.

TRANSITIONAL SERVICES AGREEMENT
Transitional Services Agreement • October 6th, 2004 • Atmos Energy Corp • Natural gas distribution • Texas

THIS TRANSITIONAL SERVICES AGREEMENT (this “Agreement”) is entered into as of October 1, 2004 (the “Execution Date”), by and between TXU Gas Company LP (“TXU Gas”) and Atmos Energy Corporation (“Atmos Energy”). TXU Gas and Atmos Energy are referred to collectively as the “Parties” and individually as a “Party”.

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