EXHIBIT 10.80
GUARANTEE
GUARANTEE, dated as of October 5, 2000, of AGL Resources Inc., a Georgia
corporation (the "Guarantor").
The Guarantor, for value received, hereby irrevocably guarantees payment in
full, as and when the same becomes due and payable, of the principal of and
interest, if any, on the promissory notes (the "Notes") issued by AGL Capital
Corporation, a Nevada corporation (the "Company"), from time to time pursuant to
the Issuing and Paying Agency Agreement, dates as of September 25, 2000, as the
same may be amended, supplemented or modified from time to time (the
"Agreement"), between the Company and The Bank of New York in the form of (i)
certificated notes or (ii) book-entry obligations evidenced by a master note
payable to The Depository Trust Company or its nominee. The Guarantor's
obligations under this Guarantee shall be unconditional, irrespective of the
validity or enforceability of any provision of the Agreement or the Notes.
This Guarantee is a guaranty of the due and punctual payment (and not
collectibility) of all obligations of the Company in respect of the Notes and
shall remain in full force and effect until all amounts have been validly,
finally and irrevocably paid in full, and shall not be affected in any way by
any circumstance or condition whatsoever, including without limitation (a) the
absence of any action to obtain such amounts from the Company, (b) any
variation, extension, waiver, compromise or release of any or all of the
obligations of the Company under the Agreement or the Notes or of any collateral
security therefor or (c) any change in the existence or structure of, or the
bankruptcy or insolvency of, the Company or by any other circumstance (other
than by complete, irrevocable payment) that might otherwise constitute a legal
or equitable discharge or defense of a guarantor. The Guarantor waives all
requirements as to promptness, diligence, presentment, demand for payment,
protest and notice of any kind with respect to the Agreement and the Notes.
This Guarantee shall remain in full force and effect or shall be reinstated
(as the case may be) if at any time any payment of the Company, in whole or in
part, is rescinded or must otherwise be returned by the holder upon the
insolvency, bankruptcy or reorganization of the Company or otherwise, all as
though such payment had not been made.
This Guarantee shall be governed by and construed in accordance with the
law of the State of New York.
AGL RESOURCES INC.
/s/ Xxxxxx X. Xxxxxxxxx
________________________________
By: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
