EXHIBIT A FORM OF GUARANTEEGuarantee • December 23rd, 2010 • Agl Resources Inc • Natural gas distribution • New York
GUARANTEE, dated as of December 21, 2010, made by AGL RESOURCES INC., a Georgia corporation (the “Guarantor”), in favor of GOLDMAN SACHS BANK USA, as administrative agent (in such capacity, the “Administrative Agent”) for the several banks and other financial institutions or entities from time to time party to the Term Loan Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Guarantor, AGL CAPITAL CORPORATION, a Nevada corporation (the “Borrower”), the Lenders, and GOLDMAN SACHS BANK USA, as Administrative Agent.
FIRST AMENDMENT TO REIMBURSEMENT AGREEMENTReimbursement Agreement • December 23rd, 2010 • Agl Resources Inc • Natural gas distribution • New York
THIS FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT (this “Amendment”) is dated as of December 17, 2010 and is entered into by and among PIVOTAL UTILITY HOLDINGS, INC., a New Jersey corporation (the “Applicant’’), AGL RESOURCES INC., a Georgia corporation (the “Guarantor’’), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, a Japanese banking company acting through its New York Branch (“BTMU New York”), as the Issuing Bank and the Administrative Agent (the “Issuing Bank” and the “Administrative Agent”, respectively), acting with the consent of the Required Banks, and is made with reference to that certain REIMBURSEMENT AGREEMENT dated as of October 14, 2010 (the “Reimbursement Agreement”) by and among the Applicant, the Guarantor, the Banks party thereto, the Issuing Bank and the Administrative Agent referencing the $46,500,000 Gas Facilities Refunding Revenue Bonds (Pivotal Utility Holdings, Inc. Project) Series 2005. Capitalized terms used herein without definition shall have
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 23rd, 2010 • Agl Resources Inc • Natural gas distribution • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 21, 2010 and is entered into by and among AGL CAPITAL CORPORATION, a Nevada corporation (the “Borrower’’), AGL RESOURCES INC., a Georgia corporation (“Holdings’’), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo Bank”), as Administrative Agent (“Administrative Agent”), acting with the consent of the Required Lenders, and is made with reference to that certain CREDIT AGREEMENT dated as of September 15, 2010 (the “Credit Agreement”) by and among the Borrower, Holdings, as Guarantor, the Lenders party thereto, the Administrative Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.
