Columbus, Georgia

ORDINANCE NO. __________



AN ORDINANCE GRANTING TO ATMOS ENERGY CORPORATION, ITS SUCCESSORS AND ASSIGNS,

A FRANCHISE TO PROVIDE THE CITY OF COLUMBUS, MUSCOGEE COUNTY, GEORGIA, WITH

NATURAL GAS SERVICE, AND THE RIGHT TO CONSTRUCT, MAINTAIN, AND OPERATE A SYSTEM

OF GAS MAINS AND SERVICE PIPES FOR THE PURPOSE OF TRANSMITTING AND DISTRIBUTING

GAS IN, UPON, ACROSS, ALONG AND UNDER THE HIGHWAYS, STREETS, AVENUES, ROADS,

ALLEYS, LANES, WAYS, UTILITY EASEMENTS, PARKWAYS AND OTHER PUBLIC GROUNDS OF

THE CITY OF COLUMBUS, MUSCOGEE COUNTY, GEORGIA.



BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL (hereinafter referred to as

?Council?) OF THE CITY OF COLUMBUS, MUSCOGEE COUNTY, GEORGIA:

SECTION I. There is hereby granted to Atmos Energy Corporation, a corporation

organized and existing under the laws of the State of Texas and the

Commonwealth of Virginia, its successors and assigns (hereinafter for

convenience, individually and collectively, referred to as ?Company?), the

right, authority, privilege and franchise to serve the City of Columbus

(hereinafter for convenience referred to as ?Municipality?), and in the

providing of such natural gas service to construct, maintain and operate a

system of gas mains, service pipes, regulator stations and all other necessary

and appropriate equipment and facilities for the distribution of gas, in, upon,

under, along, across and over the highways, streets, avenues, roads, alleys,

lanes, ways, utility easements, parkways and other public grounds in the

present or future corporate limits of the Municipality, for the supplying and

selling of gas and its by-products to said Municipality and the inhabitants,

institutions and businesses thereof, and for such purposes to construct, lay

down, maintain, and operate all necessary gas mains, service pipes and other

appliances, fixtures and facilities as may be necessary for the transmission,

distribution and sale of such to said Municipality and the inhabitants thereof

for domestic, commercial, industrial and institutional uses, and other purposes

for which it is or may hereafter be used, for a period of fifteen (15) years

from the effective date specified in Section XV of this Ordinance.

SECTION II. As consideration for the grant of the franchise and rights herein

and for the use by Company of the streets, roads, highways, alleys, public ways

and other real property owned or controlled by the Municipality, Company shall

pay to Municipality a franchise fee equal to four percent (4%) of Company?s

gross receipts for the first five years of this agreement and a franchise fee

equal to five percent (5%) of Company's gross receipts for the following

ten-year period derived from the sale and distribution by Company of natural

gas to residential and commercial customers within the city limits of the

Municipality during the preceding calendar year. The Franchisee fee prescribed

herein shall be paid to Municipality quarterly on or before the 30th day after

the end of each calendar quarter after the effective date of the franchise.

Payments at the beginning and end of the franchise shall be prorated.

The Municipality shall have access at all reasonable times, upon reasonable

advance notice, to the relevant books of the Company for the purpose of

ascertaining the amount of franchise fee due the Municipality. The Company

shall furnish (not more than once each year) to the Municipality a report

showing the amount of gross revenues from Company?s sale of gas within the

Municipality annually.

The franchise fee provided herein, together with any and all charges of the

Municipality for water, sewage and garbage services provided by the

Municipality to Company, any and all sales taxes collected by Company, and any

and all ad valorem taxes assessed by the Municipality against Company?s

property, shall constitute the only amounts for which Company shall be

obligated to pay to the Municipality and shall be in lieu of any and all other

costs, levies, assessments, fees or other amounts, of any kind whatsoever, that

the Municipality, currently or in the future, may charge Company or assess

against Company?s property.

SECTION III. If during the term of this franchise the boundaries of the

Municipality are expanded, then any extension of service to the newly

incorporated areas by the Company shall be subject to the terms and conditions

of this grant. The Municipality will promptly notify Company in writing of any

geographic areas annexed by the Municipality during the term hereof

(?Annexation Notice?). Any such Annexation Notice shall be sent to Company by

certified mail, return receipt requested, and shall contain the effective date

of the annexation, maps showing the annexed area and such other information as

Company may reasonably require in order to ascertain whether there exist any

customers of Company receiving natural gas service in said annexed area. To

the extent there are such Company customers therein, then the gross revenues of

Company derived from the sale and distribution of natural gas to such customers

shall become subject to the franchise fee provisions hereof effective on the

first day of Company?s billing cycle immediately following Company?s receipt of

the Annexation Notice. The failure by the Municipality to advise Company in

writing through proper Annexation Notice of any geographic areas which are

annexed by the Municipality shall relieve Company from any obligation to remit

any franchise fees to Municipality based upon gross revenues derived by Company

from the sale and distribution of natural gas to customers within the annexed

area until Municipality delivers an Annexation Notice to Company in accordance

with the terms hereof.

SECTION IV. All gas mains, service pipes, fixtures, facilities and other

appliances so laid, constructed and maintained by virtue of this Ordinance,

shall be so laid, constructed and maintained in accordance with all applicable

engineering codes adopted or approved by the natural gas distribution industry

and/or engineering profession and in accordance with any applicable Statutes of

the State of Georgia and the Rules and Regulations of the Georgia Regulatory

Authority or of any other governmental regulatory commission, board or agency

having jurisdiction over the Company. Said facilities shall be constructed so

as not to interfere with the drainage of said Municipality or unreasonably

interfere with or injure any sewer or any other improvement which said

Municipality has heretofore made or may hereafter make in, upon or along any

highway, street, avenue, road, alley, lane, way, utility easement, parkway, or

other public ground, or unnecessarily impede or obstruct such highways,

streets, avenues, roads, alleys, lanes, ways, utility easements, parkways and

other public grounds of said Municipality, and shall conform to the grade as

then or hereafter established. The Company agrees to attempt to utilize known

right-of-way whenever practical before resorting to right of condemnation to

which the Company may be entitled to utilize by law.

SECTION V. When the streets, avenues, alleys and other public ways are opened,

or any other opening is made by the Company within the Municipality, whether

the same be made for the purpose of laying, constructing, replacing or

repairing the mains, pipes and other appliances and fixtures of the Company,

the Company shall place and maintain necessary safety devices, barriers, lights

and warnings to properly notify persons of any dangers resulting from such

entrances, and shall comply with applicable safety regulations required by

federal, state and local laws.

SECTION VI. In the event it becomes necessary or expedient for the

Municipality to change the course or grade of any highway, street, avenue,

road, alley, way, parkway, or other public ground in which the Company is

maintaining gas mains, pipes or other appliances and fixtures, then, upon the

written request of the Municipality, the Company will remove or change the

location or depth of such mains, pipes or other appliances and fixtures, as

necessary to conform to the proposed street alteration. To the extent Company

has any right of reimbursement under applicable federal or state law for any

relocation of its facilities hereunder, Company may seek such reimbursement

from any parties obligated therefor; provided, however, that nothing herein

shall be construed as obligating Muncipality for such reimbursement unless

expressly provided by applicable law or agreement of the parties.

SECTION VII. Whenever the Company wishes to enter upon any highway, street,

avenue, road, alley, lane, way, utility easement, parkway, or other public

ground for the purpose of constructing, replacing or repairing any gas mains,

pipes, or other facilities, it will notify the Municipality and file a plan or

map of the proposed work, if practicable, before commencing same. Whenever any

highway, street, avenue, road, alley, lane, way, utility easement, parkway or

other public way shall be entered, dug up or disturbed by the Company, the

Company shall, at its expense and as soon as possible after the work is

completed, restore such highway, street, avenue, road, alley, lane, way,

utility easement, parkway, or other public ground in as good condition as

existed before the work was done and to the reasonable satisfaction of the

Municipality. In the event the Company shall fail to fulfill its obligations

under this Section, the Municipality, after giving the Company reasonable

written notice, and failure of the Company to make such repairs or restoration,

may make the necessary restoration or repairs itself and the Company shall be

liable for the cost of same.

The provisions of this Section shall not be applied or interpreted in such a

way as to prevent or delay Company work that may be required as a result of any

emergency, leak or other immediate hazard or danger. Likewise, the provisions

of this Section anticipate that the Company shall not be unreasonably denied

permission to perform necessary work.

SECTION VIII. The Company shall at all times indemnify and hold harmless the

Municipality from and against any and all lawful claims for injury to any

person or property by reason of the Company or its employees? failure to

exercise due care and diligence in and about the installing and maintenance of

said system, guarding trenches and excavation while said system is being

installed or subsequent extensions, repairs or alterations are being made or

generally in the operation and maintenance of said system, provided the Company

shall have been notified in writing of any claim against the Municipality on

account thereof, and shall have been afforded the opportunity fully to defend

the same.

SECTION IX. The Municipality and the Company hereby agree that this Ordinance

shall from time to time be subject to rules and regulations adopted by the

Company and approved by the Georgia Regulatory Authority or any other

regulatory body having jurisdiction thereof during the term of this Ordinance,

and shall also be subject to all Rules and Regulations adopted and approved by

the Georgia Regulatory Authority or any other regulatory body and that all such

Rules and Regulations shall be and become a part of this Ordinance to the same

extent and with the same effect as if said Rules and Regulations were herein

set out in full. The Company shall not be obligated or required to make any

extension of distribution mains or service lines except in accordance with the

provisions relating thereto adopted or approved by the Georgia Regulatory

Authority, or any other regulatory body having jurisdiction thereof during the

term this Ordinance.

SECTION X. Nothing herein contained shall be construed as preventing the

Company from installing, placing, replacing, taking up, repairing or removing

gas pipes, mains, service pipes or other devices for furnishing gas services,

from using any easements for gas service which are shown on any plats of any

portion of said Municipality heretofore or hereafter platted or recorded or any

such easement which may hereafter be created, granted or dedicated for any such

utility purposes by any person, firm or corporation whatsoever.

SECTION XI. If any section, or portion of any section, of this Ordinance shall

hereafter be declared or determined by any court of competent authority to be

invalid, the Company and the Municipality at their election may ratify or

conform the remaining portions of this Ordinance, and upon such ratification or

confirmation the remaining portions of this Ordinance shall remain in full

force and effect.

SECTION XII. The Company shall, within ninety (90) days after the passage of

the Ordinance, file with the City Clerk or other appropriate official of the

Municipality its unconditional acceptance, signed by its President or Vice

President, of the terms and conditions of this Ordinance. After filing of such

acceptance, this Ordinance shall constitute a contract between the parties

thereto and shall, subject to the rights and powers vested in the Georgia

Regulatory Authority or such other regulatory body of the State of Georgia as

may hereafter succeed to the rights and powers of the Georgia Regulatory

Authority or as may exercise statutory jurisdiction of gas companies furnishing

gas service in the State of Georgia , be the measure of the rights, powers,

obligations, privileges and liabilities of said Municipality and of said

Company. The Company, by its acceptance of the provisions of this ordinance,

binds itself to provide the necessary gas service contemplated in this

ordinance, continuing without substantial interruption, except for the cause

beyond its control, until the expiration of the term of this grant. In the

event that said Company fails to file said written acceptance within the time

hereinbefore specified, this grant shall be void and of no effect.

SECTION XIII. Company shall not be required to perform any covenant or

obligation in this Ordinance, or be liable in damages to Municipality, so long

as the performance or non-performance of the covenant or obligation is delayed,

caused or prevented by an act of God, force majeure or by the other party. An

"act of God" or "force majeure" is defined for purposes of this Ordinance as

strikes, lockouts, sitdowns, material or labor restrictions by any governmental

authority, unusual transportation delays, riots, floods, washouts, explosions,

earthquakes, fire, storms, weather (including wet grounds or inclement weather

which prevents construction), acts of the public enemy, wars, insurrections,

and/or any other cause not reasonably within the control of Company or which by

the exercise of due diligence Company is unable wholly or in part, to prevent

or overcome.

SECTION XIV. All the privileges given and obligations created by this

Ordinance shall be binding upon the successors and assigns of the Company.

SECTION XV . This franchise agreement shall become effective April 1, 2005.



Introduced at a regular meeting of the Council of Columbus, Georgia held on the

______ day of ________, 2005; introduced a second time at a regular meeting of

said Council held on the ______ day of ________, 2005, and adopted at said

meeting by the affirmative vote of ________ members of said Council.





Councilor Allen voting____________.

Councilor Anthony voting__________.

Councilor Davis voting____________.

Councilor Henderson voting________.

Councilor Hunter voting___________.

Councilor McDaniel voting_________.

Councilor Rodgers voting__________.

Councilor Suber voting____________.

Councilor Pugh voting_____________.

Councilor Woodson voting__________.







______________________________ ______________________________

TINY B. WASHINGTON ROBERT S. POYDASHEFF



CLERK MAYOR