GUARANTEE
Exhibit
4.3.d
This
GUARANTEE of AGL
Resources Inc., a Georgia corporation (the “Guarantor”), is dated as of March
31, 2001.
The
Guarantor, for value received, hereby unconditionally guarantees to each Holder
of a 7 1/8 percent Senior Note (the “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 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, 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: /s/ Xxxxxx X.
Xxxxxxxxx
Name: Xxxxxx
X. Xxxxxxxxx
Title:
Senior Vice President and Chief Financial Officer
