Exhibit 4.2
GUARANTEE
This GUARANTEE of AGL
Resources Inc., a Georgia corporation (the
“Guarantor”), is dated as of August 10,
2009.
The Guarantor, for value received,
hereby unconditionally guarantees to each Holder of a 5.25% Senior
Note due 2019 (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 a
