Item 1.01. Entry into a Material Definitive Agreement.
On March 26, 2009, Atmos Energy Corporation ("Atmos Energy") completed a public offering of $450,000,000 aggregate principal amount of its 8.50% Senior Notes due 2019 (the "Notes"). Atmos Energy received net proceeds from the offering, after the underwriting discount and estimated offering expenses, of approximately $446 million. The Notes were issued pursuant to an indenture dated as of March 26, 2009 (the "Indenture") between Atmos Energy and U.S. Bank National Association, as trustee and are represented by a global security executed by Atmos Energy on March 26, 2009 (the "Global Security"). The Notes are unsecured obligations ranking equally with all of Atmos Energy's existing and future senior indebtedness and senior in right of payment to any future indebtedness that is subordinated to the Notes. The Notes bear interest at an annual rate of 8.50%, payable by Atmos Energy on March 15 and September 15 of each year, beginning on September 15, 2009, and mature on March 15, 2019. Atmos Energy may redeem the Notes at its option at any time, in whole or in part, at a redemption price calculated in accordance with the Indenture.
The Indenture includes covenants that limit the ability of Atmos Energy and its restricted subsidiaries (as defined) to, among other things, (i) create specified liens, (ii) engage in specified sale and leaseback transactions,
(iii) consolidate or merge with or into other companies or (iv) sell all or substantially all of Atmos Energy's assets. The restrictive covenants are subject to a number of exceptions and qualifications set forth in the Indenture. The Indenture provides for events of default, including (i) interest payment defaults, (ii) breaches of covenants, (iii) certain payment defaults at final maturity or acceleration of other indebtedness and (iv) the occurrence of events of bankruptcy, insolvency or reorganization. If any event of default occurs and is continuing, subject to certain exceptions, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately, together with any accrued and unpaid interest. The foregoing summaries are qualified in their entirety by reference to the text of the Indenture and the Global Security, which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, and which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

See Index to Exhibits attached hereto.

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