GUARANTEE
Exhibit
4.3
This
GUARANTEE
of
AGL
Resources Inc., a Georgia corporation (the “Guarantor”), is dated as of June 30,
2006.
The
Guarantor, for value received, hereby unconditionally guarantees to each
Holder
of a 6.375% Senior Note due 2016 (a “Note”) of AGL Capital Corporation, a Nevada
corporation (the “Company”), authenticated and delivered by the Trustee pursuant
to the terms of an Indenture by and among the Company, the Trustee and the
Guarantor dated as of February 20, 2001 (the “Indenture”), and to the Trustee on
behalf of each such Holder, the due and punctual payment of the principal
of
(and premium, if any) and interest, on each such Note, each as provided for
pursuant to the terms of such Note when and as the same shall become due
and
payable, in accordance with the terms of such Note and of the Indenture under
which it was issued. In case of the failure of the Company to make any such
payment of principal (or premium, if any) or interest, the Guarantor hereby
agrees to cause any such payment to be made when and as the same shall become
due and payable by acceleration, call for redemption or otherwise, as if
such
payment were made by the Company.
The
Guarantor hereby agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of such Note or
the
Indenture, the absence of any action to enforce the same, any waiver or consent
by the Holder of such Note or by the Trustee with respect to any provisions
thereof or of the Indenture, the obtaining of any judgment against the Company
or any action to enforce the same or any other circumstances which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
The Guarantor hereby waives the benefits of division and discussion, diligence,
presentment, demand of payment, filing of claims with a court in the event
of
insolvency or bankruptcy of the Company, any right to require a proceeding
first
against the Company, protest or notice with respect to such Note or the
indebtedness evidenced thereby and all demands whatsoever, and covenants
that
this Guarantee will not be discharged except by complete performance of the
obligations contained in the Note and in the Guarantees. The Guarantees are
guarantees of payment and not of collection. If the Trustee or the Holder
of any
Note is required by any court or otherwise to return to the Company or the
Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator
or
other similar official acting in relation to the Company or the Guarantor,
any
amount paid to the Trustee or such Holder in respect of a Note, this Guarantee,
to the extent theretofore discharged, shall be reinstated in full force and
effect.
The
Guarantor shall be subrogated to all rights of the Holders of a Note in respect
of any amounts paid by the Guarantor on account of such Note pursuant to
the
provisions of this Guarantee or the Indenture; provided, however, that the
Guarantor shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation until the principal of (and
premium, if any) and interest, on the Note shall have been paid in
full.
Capitalized
terms used herein have the same meanings given in the Indenture unless otherwise
indicated. This Guarantee shall be governed by and construed in accordance
with
the law of the State of New York.
This
Guarantee is executed as of the day and year first above written.
By:_________________________________
Name: Xxxx
X.
Xxxxxxx
|
Title:
|
Executive
Vice President, General Counsel and Chief Ethics and Compliance
Officer
|
[Signature
Page to Guarantee]
