Long-term debt at June 30, 2011 and September 30, 2010 consisted of the following:

			June 30,		September 30,
			2011		2010
			(In thousands)

Unsecured 7.375% Senior Notes, redeemed May 2011			$	-	$	350,000
Unsecured 10% Notes, due December 2011				2,303		2,303
Unsecured 5.125% Senior Notes, due 2013				250,000		250,000
Unsecured 4.95% Senior Notes, due 2014				500,000		500,000
Unsecured 6.35% Senior Notes, due 2017				250,000		250,000
Unsecured 8.50% Senior Notes, due 2019				450,000		450,000
Unsecured 5.95% Senior Notes, due 2034				200,000		200,000
Unsecured 5.50% Senior Notes, due 2041				400,000		-
Medium term notes
	Series A, 1995-2, 6.27%, due December 2010			-		10,000
	Series A, 1995-1, 6.67%, due 2025			10,000		10,000
Unsecured 6.75% Debentures, due 2028				150,000		150,000
Rental property term note due in installments through 2013				327		393
		Total long-term debt		2,212,630		2,172,696
Less:
	Original issue discount on unsecured senior
		notes and debentures		(4,090)		(3,014)
	Current maturities			(2,434)		(360,131)
			$	2,206,106	$	1,809,551

As noted above, our unsecured 10% notes will mature in December 2011; accordingly, these have been classified within the current maturities of long-term debt.

Our $350 million 7.375% senior notes were paid on their maturity date on May 15, 2011, using funds drawn from commercial paper. We replaced these senior notes on June 10, 2011 with $400 million 5.50% senior notes. The effective interest rate on these notes is 5.381 percent, after giving effect to offering costs and the settlement of the $300 million Treasury locks discussed in Note 3. The majority of the net proceeds of approximately $394 million was used to repay $350 million of outstanding commercial paper. The remainder of the net proceeds was used for general corporate purposes.

Our short-term borrowing requirements are affected by the seasonal nature of the natural gas business. Changes in the price of natural gas and the amount of natural gas we need to supply our customers' needs could significantly affect our borrowing requirements. Our short-term borrowings typically reach their highest levels in the winter months.

Prior to the third quarter of fiscal 2011, we financed our short-term borrowing requirements through a combination of a $566.7 million commercial paper program and four committed revolving credit facilities with third-party lenders that provided approximately $1.0 billion of working capital funding. On April 13, 2011, our $200 million 180-day unsecured credit facility expired and was not replaced. On May 2, 2011, we replaced our $566.7 million unsecured credit facility with a new five-year $750 million unsecured credit facility with an accordion feature that could increase our borrowing capacity to $1.0 billion. As a result of these changes, we have $975 million of working capital funding from our commercial paper program and three committed revolving credit facilities with third-party lenders.

At June 30, 2011, there were no short-term debt borrowings outstanding. At September 30, 2010, there was a total of $126.1 million outstanding under our commercial paper program. We also use intercompany credit facilities to supplement the funding provided by these third-party committed credit facilities. These facilities are described in greater detail below.

We fund our regulated operations as needed, primarily through our commercial paper program and two committed revolving credit facilities with third-party lenders that provide approximately $775 million of working capital funding. The first facility is a five-year $750 million unsecured credit facility, expiring May 2016, that bears interest at a base rate or at a LIBOR- based rate for the applicable interest period, plus a spread ranging from zero percent to 2 percent, based on the Company's credit ratings. This credit facility serves as a backup liquidity facility for our commercial paper program. At June 30, 2011, there were no borrowings under this facility nor was there any commercial paper outstanding.

The second facility is a $25 million unsecured facility that bears interest at a daily negotiated rate, generally based on the Federal Funds rate plus a variable margin. This facility was renewed effective April 1, 2011. At June 30, 2011, there were no borrowings outstanding under this facility.

The availability of funds under these credit facilities is subject to conditions specified in the respective credit agreements, all of which we currently satisfy. These conditions include our compliance with financial covenants and the continued accuracy of representations and warranties contained in these agreements. We are required by the financial covenants in each of these facilities to maintain, at the end of each fiscal quarter, a ratio of total debt to total capitalization of no greater than 70 percent. At June 30, 2011, our total-debt-to-total-capitalization ratio, as defined, was 51 percent. In addition, both the interest margin over the Eurodollar rate and the fees that we pay on unused amounts under each of these facilities are subject to adjustment depending upon our credit ratings.

In addition to these third-party facilities, our regulated operations have a $350 million intercompany revolving credit facility with AEH. This facility bears interest at the lower of (i) the one-month LIBOR rate plus 0.45 percent or (ii) the marginal borrowing rate available to the Company on the date of borrowing. The marginal borrowing rate is defined as the lower of (i) a rate based upon the lower of the Prime Rate or the Eurodollar rate under the five year revolving credit facility or (ii) the lowest rate outstanding under the commercial paper program. Applicable state regulatory commissions have approved our use of this facility through December 31, 2011. There was $173.8 million outstanding under this facility at June 30, 2011.

Atmos Energy Marketing, LLC (AEM), a wholly-owned subsidiary of AEH has a three-year $200 million committed revolving credit facility with a syndicate of third-party lenders with an accordion feature that could increase AEM's borrowing capacity to $500 million. The credit facility is primarily used to issue letters of credit and, on a less frequent basis, to borrow funds for gas purchases and other working capital needs.

At AEM's option, borrowings made under the credit facility are based on a base rate or an offshore rate, in each case plus an applicable margin. The base rate is a floating rate equal to the higher of: (a) 0.50 percent per annum above the latest Federal Funds rate; (b) the per annum rate of interest established by BNP Paribas from time to time as its “prime rate” or “base rate” for U.S. dollar loans; (c) an offshore rate (based on LIBOR with a three-month interest period) as in effect from time to time; or (d) the “cost of funds” rate which is the cost of funds as reasonably determined by the administrative agent. The offshore rate is a floating rate equal to the higher of (a) an offshore rate based upon LIBOR for the applicable interest period; or (b) a “cost of funds” rate referred to above. In the case of both base rate and offshore rate loans, the applicable margin ranges from 1.875 percent to 2.25 percent per annum, depending on the excess tangible net worth of AEM, as defined in the credit facility. This facility has swing line loan features, which allow AEM to borrow, on a same day basis, an amount ranging from $6 million to $30 million based on the terms of an election within the agreement. This facility is collateralized by substantially all of the assets of AEM and is guaranteed by AEH.

At June 30, 2011, there were no borrowings outstanding under this credit facility. However, at June 30, 2011, AEM letters of credit totaling $24.8 million had been issued under the facility, which reduced the amount available by a corresponding amount. The amount available under this credit facility is also limited by various covenants, including covenants based on working capital. Under the most restrictive covenant, the amount available to AEM under this credit facility was $125.2 million at June 30, 2011.

AEM is required by the financial covenants in this facility to maintain a ratio of total liabilities to tangible net worth that does not exceed a maximum of 5 to 1. At June 30, 2011, AEM's ratio of total liabilities to tangible net worth, as defined, was 1.34 to 1. Additionally, AEM must maintain minimum levels of net working capital and net worth ranging from $20 million to $40 million. As defined in the financial covenants, at June 30, 2011, AEM's net working capital was $139.5 million and its tangible net worth was $150.9 million.

To supplement borrowings under this facility, AEH has a $350 million intercompany demand credit facility with AEC, which bears interest at a rate equal to the greater of (i) the one-month LIBOR rate plus 3.00 percent or (ii) the rate for AEM's offshore borrowings under its committed credit facility plus 0.75 percent. Applicable state regulatory commissions have approved our use of this facility through December 31, 2011. There were no borrowings outstanding under this facility at June 30, 2011.

We have an effective shelf registration statement with the Securities and Exchange Commission (SEC) that permits us to issue a total of $1.3 billion in common stock and/or debt securities. The shelf registration statement has been approved by all requisite state regulatory commissions. Due to certain restrictions imposed by one state regulatory commission on our ability to issue securities under the new registration statement, we were able to issue a total of $950 million in debt securities and $350 million in equity securities prior to our $400 million senior notes offering in June 2011. At June 30, 2011, $900 million remains available for issuance. Of this amount, $550 million is available for the issuance of debt securities and $350 million remains available for the issuance of equity securities under the shelf until March 2013.

In addition to the financial covenants described above, our credit facilities and public indentures contain usual and customary covenants for our business, including covenants substantially limiting liens, substantial asset sales and mergers.

Additionally, our public debt indentures relating to our senior notes and debentures, as well as our revolving credit agreements, each contain a default provision that is triggered if outstanding indebtedness arising out of any other credit agreements in amounts ranging from in excess of $15 million to in excess of $100 million becomes due by acceleration or is not paid at maturity.

Further, AEM's credit agreement contains a cross-default provision whereby AEM would be in default if it defaults on other indebtedness, as defined, by at least $250 thousand in the aggregate.

Finally, AEM's credit agreement contains a provision that would limit the amount of credit available if Atmos Energy were downgraded below an S&P rating of BBB+ and a Moody's rating of Baa1. We have no other triggering events in our debt instruments that are tied to changes in specified credit ratings or stock price, nor have we entered into any transactions that would require us to issue equity, based on our credit rating or other triggering events.

We were in compliance with all of our debt covenants as of June 30, 2011. If we were unable to comply with our debt covenants, we would likely be required to repay our outstanding balances on demand, provide additional collateral or take other corrective actions.