Exhibit 4.1
This Security is a global security
within the meaning of the Indenture hereinafter referred to and is
registered in the name of a depositary (as defined in the
Indenture) or a nominee thereof. This global security is
exchangeable for securities registered in the name of a person
other than the depositary or its nominee only in the limited
circumstances described in the Indenture and, unless and until it
is exchanged in whole or in part for securities in definitive form,
this global security may not be transferred except as a whole by
the depositary to a nominee of the, depositary, or by a nominee of
the depositary to the depositary or another nominee of the
depositary, or by the depositary or any such nominee to a successor
depositary or a nominee of such successor depositary.
Unless this security is presented by
an authorized representative of the Depository Trust Company, a New
York corporation (“DTC”), to AGL Capital Corporation
(the “Company”) or its agent for registration of
transfer exchange, or payment, and any security issued is
registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of DTC), any transfer,
pledge, or other use hereof for value or otherwise by or to any
person is wrongful inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.
AGL CAPITAL
CORPORATION
5.25% Senior Notes due
2019
Guaranteed by
AGL Resources Inc.
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No.
R-1
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Principal Amount:
$300,000,000
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CUSIP
No. 001192AGA
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Maturity Date: August 15,
2019
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AGL Capital Corporation, a
corporation organized and existing under the laws of the State of
Nevada (herein called the “Company,” which terms
includes any successor corporation under the Indenture referred to
hereinafter), for value received, hereby promises to pay to
Cede & Co., as the nominee of The Depository Trust
Company, or registered assigns, the principal sum of Three Hundred
Million and 00/100 Dollars and to pay interest thereon from
August 15, 2009 semi-annually on each Interest Payment Date of
February 15th and August 15th of each year, commencing on
February 15, 2010 at 5.25% per annum, until the principal
hereof is paid or provided for. Interest so payable shall be
computed on the basis of a 360-day year consisting of twelve 30-day
months. The interest so payable, and paid or duly provided for, on
any Interest Payment Date shall, as provided in such Indenture, be
paid to the Person in whose name this Security is registered at the
close of business on the Regular Record Date for such interest,
which shall be January 1 and July 1 (whether or not a
Business Day), as the case may be, next preceding such Interest
Payment Date. Except as otherwise provided in the Indenture, any
such interest not so paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the
Securities for this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in
said Indenture.
Payment of the principal of and
premium, if any, on this Security at Stated Maturity shall be paid
by wire transfer in immediately available funds (except that
payment on certificated notes shall be paid by check except in
certain circumstances) upon presentation hereof at the offices of
The Bank of New York Mellon Trust Company, N.A. or at such other
office or agency as may be designated for such purpose by the
Company from time to time. Payment of interest on this Security
shall be made by wire transfer in immediately available funds
(except that payment on certificated notes shall be paid by check
except in certain circumstances) to the Person entitled thereto as
indicated in the Security Register. Payment of the principal of and
premium, if any, and interest on this Security, as aforesaid, shall
be made in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of
public and private debts.
This Security is one of a duly
authorized issue of securities of the Company (herein called the
“Securities”), issued and issuable in one or more
series under an Indenture, 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”), between the Company, AGL Resources Inc.
and The Bank of New York Mellon Trust Company, N.A., as successor
to The Bank of New York (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), to
which Indenture, all indentures supplemental thereto or
Officer’s Certificates pursuant to Section 301 of such
Indenture reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered. The acceptance of this Security
shall be deemed to constitute the consent and agreement by the
Holder hereof to all of the terms and provisions of the
Indenture.
If any Interest Payment Date or the
Stated Maturity shall not be a Business Day, payment of the amounts
due on this Security on such date may be made on the next
succeeding Business Day, as if each such payment were made on the
date such payment were due and no interest shall accrue on such
amounts for the period from and after such Interest Payment Date,
or Stated Maturity, as the case may be, to such Business
Day.
If an Event of Default with respect
to Securities of this series shall occur and be continuing, the
principal of this Security of this series may be declared due and
payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain
exce