AGL CAPITAL CORPORATION (a Nevada corporation) AGL RESOURCES INC. (a Georgia corporation) SENIOR NOTES DUE 2041 UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 2011 • Agl Resources Inc • Natural gas distribution • New York
AGL Capital Corporation, a Nevada corporation (the “Company”), and AGL Resources Inc., a Georgia corporation (the “Guarantor”), each confirm their agreement with Goldman, Sachs & Co. (“Goldman”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Goldman is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $200,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2041 (the “Notes”). The Notes will be fully and unconditionally guaranteed by the Guarantor (the “Guarantee” and, together with the Notes, the “Securities”). The Securities are to be issued pursuant to an indenture dated as of February 20, 2001
FORM OF GUARANTEEForm of Guarantee • September 20th, 2011 • Agl Resources Inc • Natural gas distribution
The Guarantor, for value received, hereby unconditionally guarantees to each Holder of a 3.500% Senior Note due 2021 (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 othe
