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									                                    DOCKET NO. 23571-U


IN RE:         APPLICATION FOR ORDER APPROVING UNIVERSAL SHELF
               REGISTRATION   AND    APPLICATION    FOR  WAIVER      OF
               COMPETITIVE BIDDING RULE 515-4-1-.15 AND RULE 515-4-1-.13
               (“HEARINGS BEFORE THE COMMISSION”) APPLYING TO STOCK
               AND BOND APPLICATIONS



                            ORDER GRANTING APPLICATION


        On August 16, 2006, Atmos Energy Corporation (“Atmos Energy” or “Company”) filed
an application with the Georgia Public Service Commission (“Commission”) requesting
authority for a $900 million Universal Shelf Registration to allow it to offer, from time to time,
senior debt securities, hybrid securities and shares of its common stock, without par value, at
prices and terms to be determined at the time of sale. The Company also requested that the
Commission grant waivers of Commission Utility Rules 515-4-1-.13, Hearings Before the
Commission; and 515-4-1-.15, Negotiation or Competitive Bidding. The Company further
requested that the remaining universal shelf authority granted in Docket No. 19291-U be
superseded upon the issuance of an Order by the Commission approving the Universal Shelf
Registration in Docket Number 23571-U.

        Atmos Energy stated in its application its intent to file a registration statement with the
Securities and Exchange Commission (“SEC”) for a $900 million Universal Shelf Registration
and that the Company’s Board of Directors authorized said action by resolution on February 8,
2006. The Universal Shelf Registration will include the unused authority of approximately
$401,500,000 under the universal shelf approved by Commission order in Docket No. 19291-U
on October 5, 2004, together with authority for additional issuances of up to approximately
$498,500,000, for a total of $900 million. The Universal Shelf Registration allows Atmos
Energy to offer, from time to time, senior debt securities, hybrid securities and shares of its
common stock, without par value, at prices and terms to be determined at the time of sale. The
securities may be issued in one or more series of issuances and sold to or through underwriters,
dealers or agents, or directly to one or more purchasers. The hybrid securities which may be

                                             Docket No. 23571-U
                                          Order Granting Application
                                                 Page 1 of 5
issued under the Universal Shelf Registration are securities which have some characteristics of
debt, such as tax deductible interest payments, and many equity-like characteristics, such as very
long maturities, deferrable interest payments and deep subordination relative to the Company’s
other obligations. These securities will be treated as a combination of debt and common equity
by credit rating agencies.

       The Company stated that a Universal Shelf Registration will provide it with the flexibility
necessary to allow it to utilize the most favorable financing option available at a particular time.
In its application, Atmos Energy stated that the net proceeds from the Universal Shelf
Registration will be used for one or more of the following purposes: for the refinancing of
approximately $300 million of the Company’s floating rate notes due October 2007 (callable at
par beginning April 2006); for the refinancing of approximately $10 million of the Company’s
10.43% first mortgage bonds (callable in 2007), plus any required prepayment premium;
refinancing of approximately $350 million of the Company’s 7-3/8% notes due in year 2011,
plus any required prepayment premiums; for the refunding of higher coupon long-term debt as
market conditions permit; for the purchase, acquisition and/or construction of additional
properties and facilities, as well as improvements to the Company’s existing utility plant; and for
general corporate purposes.

        The Commission concludes that it has jurisdiction over this matter and that the issuance
of debt and stock by this Company and its intended purpose fall within the intent of O.C.G.A. §
46-2-28. Pursuant to this authority, and for the purposes set forth in the Company’s petition, the
Commission finds the Company’s request for a $900 million Universal Shelf Registration to be
reasonable. The Commission is authorized under O.C.G.A. § 50-13-9.1 to grant a waiver of or
variance to the Commission’s Utility Rules. The Commission finds that a waiver from the
competitive bidding requirements as contained in Utility Rule 515-4-1-.15 would not be
inappropriate or inconsistent with the public interest. The Commission further grants the
Company’s request for a waiver of the hearing that is otherwise required in Utility Rule 515-4-1-
.13.

        The Commission, however, in acting upon this request for approval to issue senior debt
securities, hybrid securities and/or common stock, is not making any judgment or decision upon
the propriety, necessity or reasonableness of any of the capital expenditures. The action taken by
the Commission does not address issues relating to whether the investments made with the
proceeds of the senior debt, hybrid securities and stock transactions may be included in rate base.
Ratemaking and other like issues are not being addressed in this proceeding and no decision in
this proceeding has any effect upon the Commission’s ability to address these issues in any later
proceeding.

       Subject to the following conditions outlined below, the Commission grants approval of
the Company’s application, which consists of: 1) a request for a $900 million Universal Shelf
Registration, 2) requests for waiver of Commission Utility Rules 515-4-1-.13, Hearings Before
the Commission; and 515-4-1-.15, Negotiation or Competitive Bidding; and 3) requests that the
remaining universal shelf authority granted by this Commission on October 5, 2004 in Docket
Number 19291-U, be superseded by the granting of authority issued in this docket.


                                             Docket No. 23571-U
                                          Order Granting Application
                                                 Page 2 of 5
     The conditions that the Commission approval is subject to are as follows:

1)   That within sixty (60) days after the issuance of any securities the Company shall provide
     a report to this Commission to include the date, type, amount, interest rate if applicable,
     and the proceeds to the Company from such issuance; the underwriter’s names, fees and
     other expenses associated with the issuance; the purpose of the issuance; the cumulative
     amount of securities issued under this authority; the amount of securities remaining under
     this authority, the current credit rating at the time of issuance, and a balance sheet
     reflecting the change in the capital structure due to the issue; and a cost benefit analysis
     for any securities issued for the purpose of refinancing outstanding securities prior to
     maturity.

2)   The Company will ensure that the acquisition of TXU Gas Company financed through
     the prior universal shelf registration and the further uses of the current Universal Shelf
     Registration will not have any negative effect on the Company’s Georgia ratepayers’
     service, rates or the costs allocated to Georgia.

3)   For all ratemaking purposes in any future proceeding initiated prior to January 1, 2010,
     Atmos Energy shall maintain the same relationship between equity and debt as that used
     by the Commission in Docket No. 20298-U.

4)   The cost of short-term and long-term debt to be utilized for ratemaking purposes in any
     future proceeding initiated prior to January 1, 2010 shall be the lesser of the actual
     average interest rate of short-term and long-term debt, respectively, in that test year or the
     13-month actual average interest rate of short-term or long-term debt as it actually existed
     at the time of the 20298-U Order.

5)   The return on equity to be utilized for ratemaking purposes in any future proceeding
     initiated prior to January 1, 2010 shall assume the same financial risk and component
     weighting based on the capital structure used in that proceeding pursuant to the
     conditions approved herein and any increased debt leverage in Atmos Energy’s actual
     capital structure for that test year shall not be considered in determining such return
     allowed on common equity.

6)   The approval of this authority by the Commission in no way assumes future regulatory
     approval of any rate or tariff matter concerning Atmos Energy or its affiliates.

7)   That approval of this financing matter shall have no effect upon the Commission’s ability
     to address these rate case issues in any subsequent proceeding.

8)   That the books of account and records of Atmos Energy and its affiliates will remain
     open for review by the Commission Staff.




                                           Docket No. 23571-U
                                        Order Granting Application
                                               Page 3 of 5
                                          * * * * * *

        WHEREFORE, IT IS ORDERED, that for the purpose and in the manner set forth in
its applications, Atmos Energy Corporation is, and the same is hereto authorized to issue $900
million in any combination of senior debt securities, hybrid securities and/or common stock. The
net proceeds from the issuance will be used for one or more of the following purposes: for the
refinancing of approximately $300 million of the Company’s floating rate notes due October
2007 (callable at par beginning April 2006); for the refinancing of approximately $10 million of
the Company’s 10.43% first mortgage bonds (callable in 2007), plus any required prepayment
premium; refinancing of approximately $350 million of the Company’s 7-3/8% notes due year
2011, plus any required prepayment premiums; for the refunding of higher coupon long-term
debt as market conditions permit; for the purchase, acquisition and/or construction of additional
properties and facilities, as well as improvements to the Company’s existing utility plant; and for
general corporate purposes.

        ORDERED FURTHER, that within sixty (60) days after the issuance of any securities,
the Company shall provide a report to this Commission to include the date, type, amount, interest
rate if applicable, and the proceeds to the Company from the issuance; the underwriter(s)’s
name(s), fees and other expenses associated with the issuance; the purpose of the issuance; the
cumulative amount of securities issued under this authority; the amount of securities remaining
under this authority, the current credit rating at the time of issuance, and a balance sheet
reflecting the change in the capital structure due to the issue; and a cost benefit analysis for any
securities issued for the purpose of refinancing outstanding securities prior to maturity.

        ORDERED FURTHER, that the Company will ensure that the acquisition of TXU Gas
Company financed through the prior Universal Shelf Registration and the further uses of the
current universal shelf registration will not have any negative effect on the Company’s Georgia
ratepayers’ service, rates or the costs allocated to Georgia.

        ORDERED FURTHER, For all ratemaking purposes in any future proceeding initiated
prior to January 1, 2010, Atmos Energy shall maintain the same relationship between equity and
debt as that used in Docket No. 20298-U by the Commission.

        ORDERED FURTHER, The cost of short-term and long-term debt to be utilized for
ratemaking purposes in any future proceeding initiated prior to January 1, 2010 shall be the
lesser of the actual average interest rate of short-term and long-term debt, respectively, in that
test year or the 13-month actual average interest rate of short-term or long-term debt as it
actually existed at the time of the 20298-U Order.

        ORDERED FURTHER, The return on equity to be utilized for ratemaking purposes in
any future proceeding initiated prior to January 1, 2010 shall assume the same financial risk and
component weighting based on the capital structure used in that proceeding pursuant to the
conditions approved herein and any increased debt leverage in Atmos Energy’s actual capital
structure for that test year shall not be considered in determining such return allowed on common
equity.


                                             Docket No. 23571-U
                                          Order Granting Application
                                                 Page 4 of 5
         ORDERED FURTHER, The approval of this authority by the Commission in no way
assumes future regulatory approval of any rate or tariff matter concerning Atmos Energy or its
affiliates.

       ORDERED FURTHER, that compliance with Rule 515-4-1-.13 (“Hearings before the
Commission”) and Rule 515-4-1-.15 (“Negotiation or Competitive Bidding”) of the Utility Rules
of the Georgia Public Service Commission applying to stock and bond applications be hereby
waived.

      ORDERED FURTHER, that approval of this financing matter shall have no effect upon
the Commission’s ability to address these rate case issues in any subsequent proceeding.

         ORDERED FURTHER, that the books of account and records of Atmos Energy and its
affiliates will remain open for review by the Commission Staff.

       ORDERED FURTHER, that the issuance of debt, hybrid securities and stock shall be
used for the purpose and in the manner set forth in the applications and in this Order.

       ORDERED FURTHER, that a motion for reconsideration, rehearing or oral argument
or any other motion shall not stay the effective date of this Order, unless otherwise ordered by
the Commission.

        ORDERED FURTHER, that jurisdiction over this proceeding is expressly retained for
the purpose of entering such further Order or Orders, as this Commission may deem just and
proper.

      The above by action of the Commission in Administrative Session on the 17th day of
October 2006.



_________________________                                            ________________________
Reece McAlister                                                      Stan Wise
Executive Secretary                                                  Chairman


_________________________                                            ________________________
Date                                                                 Date




                                           Docket No. 23571-U
                                        Order Granting Application
                                               Page 5 of 5

								
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