AGL CAPITAL CORPORATION (a Nevada corporation) AGL RESOURCES INC. (a Georgia corporation) SENIOR NOTES DUE 2043 UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2013 • 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 J.P. Morgan Securities LLC (“J.P. Morgan”) 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 J.P. Morgan 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 $500,000,000 aggregate principal amount of the Company’s 4.40% Senior Notes due 2043 (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 Febru
ContractAgl Resources Inc • May 16th, 2013 • Natural gas distribution • New York
GUARANTEEGuarantee Of • May 16th, 2013 • Agl Resources Inc • Natural gas distribution
The Guarantor, for value received, hereby unconditionally guarantees to each Holder of a 4.40% Senior Note due 2043 (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 (such Indenture as originally executed and delivered and as supplemented or modified, together with any constituent instruments establishing the terms of particular Securities, being herein called 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 principa
