EXECUTION VERSION INTERCREDITOR AGREEMENT

Exhibit 10.2

EXECUTION VERSION

INTERCREDITOR AGREEMENT

THIS INTERCREDITOR AGREEMENT is dated as of March 31, 2008 (as amended, supplemented and otherwise modified from time to time, the “ Agreement ”), among FORTIS CAPITAL CORP., a Connecticut corporation, in its capacity as Collateral Agent (together with its successors and assigns in such capacity, the “ Agent ”) for the Banks hereinafter referred to, and each bank and other financial institution which is now or hereafter a party to this Agreement in its capacity as a Bank and, as applicable, as a Swap Bank (collectively, the “ Swap Banks ”) and as a Physical Trade Bank (collectively, the “ Physical Trade Banks ”);

WHEREAS, Atmos Energy Marketing, LLC (the “ Borrower ”), certain banks and financial institutions (the “ Banks ”), and the Agent are parties to the Uncommitted Second Amended and Restated Credit Agreement dated as of March 30, 2005 (as amended, modified, supplemented or restated from time to time, the “ Credit Agreement ”);

WHEREAS, the Swap Banks may be parties to Swap Contracts with the Borrower;

WHEREAS, the Physical Trade Banks may be parties to Physical Trade Contracts with the Borrower; and

WHEREAS, the Agent and the Banks, the Swap Banks and the Physical Trade Banks desire to enter into this Agreement to provide for the rights of the Agent, the Banks, the Swap Banks and the Physical Trade Banks with respect to Collateral and other matters;

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

ARTICLE I

DEFINITIONS

1.01 Certain Defined Terms .

(a) Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Credit Agreement.

(b) The following terms have the following meanings:

“ Adjusted Pro Rata Share ” means, as to any Bank, SPT Bank or, in the case of a SPT Bank that together with any other SPT Bank comprises a Cross-Affiliate Pair, such Cross-Affiliate Pair, in each case, as of the opening of business on the date of the occurrence of a Sharing Event hereunder, the percentage equivalent (expressed as a decimal, rounded to the ninth decimal place) at such time of (a) the sum of such Bank’s, SPT Bank’s or Cross-Affiliate Pair’s (as the case may be): (i) Effective Amount relating to Obligations arising under the Borrowing Base Line, (ii) Permitted Unilateral Overage Advance Amount, plus (iii) Permitted SPT Bank Close-Out Amounts, divided by (b) the sum of (x) Effective Amounts of all the Banks relating to Obligations arising under the Borrowing Base Line, (y) Permitted Unilateral Overage Advance Amounts of all Banks, plus (y) the Permitted SPT Bank Close-Out Amounts of all Banks, SPT Banks, and Cross-Affiliate Pairs. For the avoidance of doubt, “Adjusted Pro Rata Share” shall be calculated for a SPT Bank or a Cross-Affiliate Pair on a stand alone basis only to the extent that such SPT Bank or both SPT Banks comprising such Cross-Affiliate Pair are not also Banks.

“ Excess SPT Bank Close-Out Amounts ” means, with respect to any SPT Bank, or in the case of a SPT Bank that together with any other SPT Bank comprises a Cross-Affiliate Pair, such Cross-Affiliate Pair, as of any date of determination, the positive difference (if any) of: (a) the SPT Bank Close-Out Amount of such SPT Bank (or Cross-Affiliate Pair, as the case may be) minus (b) the Permitted SPT Bank Close-Out Amount for such SPT Bank (or Cross-Affiliate Pair, as the case may be).

“ Excess Unilateral Overage Advance Amounts ” means, with respect to any Bank, as of any date of determination, the positive difference (if any) of: (a) the outstanding Unilateral Overage Advances of such Bank as of such date minus (b) the Permitted Unilateral Overage Advance Amounts for such Bank.

“ Final Date ” shall have the meaning set forth in Section 2.01(f) hereof.

“ ISDA Master Agreement ” means the standard form of ISDA Master Agreement as in effect on the date hereof and as amended, modified, supplemented or replaced from time to time.

“ Payment ” means, as to any Bank, Swap Bank or Physical Trade Bank at any time, any payment (whether voluntary, involuntary, through exercise of any right of set-off, through liquidation or collection of any Collateral or otherwise). The term “Payment” shall not include any payment to a Swap Bank or Physical Trade Bank from the proceeds of a Loan made by the Banks or the Administrative Agent for the purpose of paying Obligations under clauses (b) and (c) of such term or providing cash collateral in connection with an increase in a Swap Bank Close-Out Amount or Physical Trade Bank Close-Out Amount pursuant to Section 2.01(c) or any payment to a Swap Bank or Physical Trade Bank from the proceeds of collateral held solely by such Swap Bank or Physical Trade Bank or drawings under letters of credit naming such Swap Bank or Physical Trade Bank as beneficiary or any payment due from a Swap Bank pursuant to a swap settlement that is held by such Swap Bank as cash collateral to cover obligations owing under a Swap Contract to the Swap Bank from the Borrower or any payment due from a Physical Trade Bank pursuant to a physical trade settlement that is held by such Physical Trade Bank as cash collateral to cover obligations owing under a Physical Trade Contract to the Physical Trade Bank from the Borrower; provided that, the Swap Bank Close-Out Amount or Physical Trade Bank Close-Out Amount had netted the Swap Contract or Physical Trade Contract under which such payments held as cash collateral were made; provided further that, in the case of such collateral, such Swap Bank or Physical Trade Bank holds a perfected Lien in such collateral and such collateral is not subject to the Agent’s prior or equal perfected Lien under any Loan Document.

“ Permitted SPT Bank Close-Out Amounts ” means, with respect to any SPT Bank, or in the case of a SPT Bank that together with any other SPT Bank comprises a Cross-Affiliate Pair, such Cross-Affiliate Pair, as of any date of determination, an amount equal to the lesser of (a) the sum (which shall not be less than zero) of (i) the Swap Bank Close-Out Amounts, plus (ii) the Physical Trade Bank Close-Out Amounts, and (b) the Maximum SPT Bank Close-Out Amount set opposite such SPT Bank in the table below; provided , however , that with respect to any SPT Bank, the Swap Bank Close-Out Amount and the Physical Trade Bank Close-Out Amount of such SPT Bank (or such Cross-Affiliate Pair, as the case may be) that may be included in the calculation of the amount determined under clause (a) above shall be limited to the applicable amount set forth opposite such SPT Bank under the heading “ Maximum Swap Bank Close-Out Amount ” and “ Maximum Physical Trade Bank Close-Out Amount ;” provided further that with respect to any SPT Bank that together with any other SPT Bank comprises a Cross-Affiliate Pair, the “Permitted SPT Bank Close-Out Amount” shall be determined on a consolidated basis as though the two SPT Banks comprising such Cross-Affiliate Pair are one SPT Bank, as follows, the calculation of the amount to be determined under clause (a) above shall be the sum (which shall not be less than zero) of the aggregate Swap Bank Close-Out Amounts and the aggregate Physical Trade Bank Close-Out Amounts for both SPT Banks comprising such Cross-Affiliate Pair (as may be limited, in the case of each SPT Bank, by the “Maximum Swap Bank Close-Out Amount” and “Maximum Physical Trade Bank Close-Out Amount ,” as applicable, as set forth in the initial proviso above):

2

“ Permitted Unilateral Overage Advance Amount ” means, with respect to any Bank, as of any date of determination, an amount equal to the lesser of (a) the outstanding Unilateral Overage Advance of such Bank as of such date, and (b) the positive difference (if any) of (i) the Maximum SPT Bank Close-Out Amount for such Bank (to the extent that such Bank is a SPT Bank) or its affiliated SPT Bank (or Cross-Affiliate Pair, as the case may be, which, in the case of a Cross-Affiliate Pair, shall be determined in accordance with the last proviso of the above definition of “Permitted SPT Bank Close-Out Amount”) minus (ii) the Permitted SPT Bank Close-Out Amount for such Bank (to the extent that such Bank is a SPT Bank) or its affiliated SPT Bank (or Cross-Affiliate Pair, as the case may be, which, in the case of a Cross-Affiliate Pair shall be determined in accordance with the last proviso of the above definition of “Permitted SPT Bank Close-Out Amount”).

“ Physical Trade Bank Close-Out Amount ” means, with respect to any Physical Trade Bank as of any date of calculation thereof, the net amount that would be due from the Borrower, if any, upon the designation of an “early termination date” or its equivalent or a “termination event” or its equivalent with respect to all Physical Trade Contracts with a particular Physical Trade Bank under the applicable ISDA Master Agreement (or other applicable Physical Trade Contract documents), net of (a) the face amount of letters of credit naming such Physical Trade Bank as beneficiary supporting payment obligations under Physical Trade Contracts with such Physical Trade Bank and (b) the value of collateral subject to the first priority perfected Lien of the Physical Trade Bank and which is not collateral in which the Agent has a prior or equal perfected Lien under the Security Agreements or any other Loan Document, which, for the avoidance of doubt, shall include the value of all collateral pledged in favor of such Physical Trade Bank pursuant to a Cross-Affiliate Netting Lien (if any). Section 2.01(j) hereof contains certain provisions relating to the calculation of a Physical Trade Bank Close-Out Amount under a Physical Trade Contract.

“ Physical Trade Obligations ” means obligations referred to in clause (c) of the definition of Obligations in the Credit Agreement.

3

“ SPT Bank Close-Out Amount ” means, with respect to any SPT Bank, the sum (which shall not be less than zero) of its Swap Bank Close-Out Amount and its Physical Trade Bank Close-Out Amount.

“ Sharing Event ” means the occurrence of any Event of Default under Section 9.01(e) or Section 9.01(f) of the Credit Agreement or any acceleration of the Obligations referred to in clause (a) of the definition of such term under the Credit Agreement after the occurrence of any other Event of Default or the determination by the Required Banks at any time after the occurrence of any Event of Default that a Sharing Event has occurred.

“ Swap Bank Close-Out Amount ” means, with respect to any Swap Bank, as of any date of calculation thereof, the net amount that would be due from the Borrower, if any, upon the designation of an “early termination date” or its equivalent or a “termination event” or its equivalent with respect to all Swap Contracts with a particular Swap Bank under the applicable ISDA Master Agreement or its equivalent (e.g., long-form confirmations), net of (a) the face amount of letters of credit naming such Swap Bank as beneficiary supporting payment obligations under Swap Contracts with such Swap Bank, and (b) the value of collateral subject to the first priority perfected Lien of the Swap Bank and which is not collateral in which the Agent has a prior or equal perfected Lien under the Security Agreements or any other Loan Document, which, for the avoidance of doubt, shall include the value of all collateral pledged in favor of such Swap Bank pursuant to a Cross-Affiliate Netting Lien (if any). Section 2.01(i) hereof contains certain provisions relating to the calculation of a Swap Bank Close-Out Amount under a Swap Contract.

“ Swap Obligations ” means obligations referred to in clause (b) of the definition of Obligations in the Credit Agreement.

1.02 Other Interpretive Provisions .

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and Subsection, Section , Schedule and Exhibit references are to this Agreement unless otherwise specified.

(c) The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced.

(d) The term “including” is not limiting and means “including without limitation.”

(e) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

(f) Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

4

(g) The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

(h) This Agreement is the result of negotiations among and has been reviewed by counsel to each of the parties, and is the product of all parties. Accordingly, it shall not be construed against any party merely because of such party’s involvement in its preparation.

ARTICLE II

SHARING

2.01 Sharing after Sharing Event .

(a) Except as expressly provided in this Agreement, from and after the date of the occurrence of any Sharing Event, the provisions of Sections 2.01(b) through (k)  hereof shall apply rather than Section 2.11(a) of the Credit Agreement:

(b) (i) Both (x) the proceeds of all Collateral included in the then most recent Borrowing Base Collateral Position Report and each subsequent Borrowing Base Collateral Position Report (and all other Collateral not included in any such report) and (y) any other Payments received by the Agent, any Bank or any SPT Bank shall be applied to payment of and/or cash collateral for (1)  first , the Obligations (A) arising from the Borrowing Base Line (which, for the avoidance of doubt shall not include any Unilateral Overage Advance obligations), (B) with respect to the Permitted Unilateral Overage Advance Amounts and (C) with respect to the Permitted SPT Bank Close-Out Amounts (other than amounts arising under Swap Obligations or Physical Trade Obligations excluded from the calculation of Swap Bank Close-Out Amounts under Section 2.01(i) and Physical Trade Bank Close-Out Amounts under Section 2.01(j) , respectively), and (2)  second , Obligations with respect to (A) the Excess SPT Bank Close-Out Amounts, (B) the Excess Unilateral Overage Advance Amounts, and (C) Swap Obligations and Physical Trade Obligations excluded from the calculation of Swap Bank Close-Out Amounts under Section 2.01(i) and Physical Trade Bank Close-Out Amounts under Section 2.01(j) , respectively, in each case under clause first above ratably in accordance with each Bank’s, Swap Bank’s and Physical Trade Bank’s Adjusted Pro Rata Share, as applicable, and in each case under clause second above ratably in accordance with the amount of such Obligations; provided that, if any such report is not correct and complete in any material respect (as determined by the Agent is its sole, good faith discretion), the Agent shall use reasonable efforts to correct any error or deficiency prior to making such application. Such proceeds and Payments applied to Obligations arising from the Borrowing Base Line, Swap Obligations and Physical Trade Obligations shall be applied in accordance with Sections 2.01(b) through (j) .

(ii) If any Bank, Swap Bank or Physical Trade Bank shall obtain on account of the Loans made by it under the Borrowing Base Line or any other Obligations owed to it any Payment in excess of its Adjusted Pro Rata Share, such Bank, Swap Bank or Physical Trade Bank shall immediately (A) notify the Agent of such fact, and (B) purchase from the other Banks, Swap Banks and Physical Trade Banks such participations in the Loans made by them under the Borrowing Base Line and other Obligations owed to them as shall be necessary to cause such purchasing Bank, Swap Bank or Physical Trade Bank to share the excess payment pro rata , in accordance with the Adjusted Pro Rata Share, with each of them; provided , however , if all or any portion of such excess payment is thereafter recovered from the purchasing Bank, Swap Bank or Physical Trade Bank, such purchase shall to that extent be rescinded and each other Bank, Swap Bank and Physical Trade Bank shall repay to the purchasing Bank, Swap Bank or Physical Trade Bank the purchase price paid to it therefor, together with an amount equal to such paying Bank’s,

5

Swap Bank’s or Physical Trade Bank’s ratable share (according to the proportion of (1) the amount of such paying Bank’s, Swap Bank’s or Physical Trade Bank’s required repayment to (2) the total amount so recovered from the purchasing Bank, Swap Bank or Physical Trade Bank) of any interest or other amount paid or payable by the purchasing Bank, Swap Bank or Physical Trade Bank in respect of the total amount so recovered. The Borrower agrees that any Bank, Swap Bank or Physical Trade Bank so purchasing a participation from another Bank, Swap Bank or Physical Trade Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09 of the Credit Agreement) with respect to such participation as fully as if such Bank, Swap Bank or Physical Trade Bank were the direct creditor of the Borrower in the amount of such participation. Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Banks, Swap Banks and Physical Trade Banks following any such purchases or repayments.

(iii) The provisions of Sections 2.01(b)(ii) and 2.01(f) shall not apply to Payments to the Banks with respect to interest on the Loans, L/C Borrowings, Physical Trade Obligations (if any), Swap Obligations (if any) or fees payable pursuant to Sections 2.09 and 3.08 of the Credit Agreement.

(iv) For purposes of applying the provisions of Sections 2.01(b)(ii) and 2.01(f) , the Adjusted Pro Rata Share shall be calculated initially as soon as practicable after the date of the Sharing Event and, thereafter, pursuant to Section 2.01(f) , shall be recalculated from time to time. Such recalculations shall (A) in all cases, except the recalculation pursuant to Section 2.01(f) as of the Final Date, be made in accordance with the definition of Adjusted Pro Rata Share, but shall be made (1) as of the date of such recalculation, and (2) solely to give effect to (x) increases and decreases in any Permitted SPT Bank Close-Out Amounts as a result of fluctuations in market values and interest rates and (y) new Loans and L/C Obligations under the Borrowing Base Line arising on or after the date of the Sharing Event, to the extent such new Loans or L/C Obligations have been consented to by the Required Banks without regard to the application of Payments pursuant to Section 2.01(b)(ii) or payments made pursuant to Section 2.01(f) and (B) in the case of the final recalculation as of the Final Date, be made in accordance with the definition of Adjusted Pro Rata Share but as of the date of recalculation.

(c) After the date of the occurrence of any Sharing Event, if any SPT Bank Close-Out Amount due to any Swap Bank or any Physical Trade Bank from the Borrower shall increase or decrease as a result of changes in marke