exhibit4_1.htm


    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

    6.375%
      Senior Note due 2016

    Guaranteed
      by

    AGL
      Resources Inc.

    


    


    


    No.
      R-2                                                                                  
Principal
      Amount:  $125,000,000

    CUSIP
      No.
      001192AF0                                                                       
Maturity
      Date:  July
      15, 2016

    


    


    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 One Hundred Twenty-Five Million and 00/100 Dollars
      and to pay interest thereon from July 15, 2007 semi-annually on each Interest
      Payment Date of January 15 and July 15 of each year, commencing on January
      15,
      2008 at 6.375% 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 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 Trust Company,
      N.A. (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
      exceptions as therein provided, the Trustee to enter into one or more
      supplemental indentures for the purpose of adding any provisions to, or changing
      in any manner or eliminating any of the provisions of, the Indenture with the
      consent of the Holders of not less than a majority in aggregate principal amount
      of the Securities of all series then Outstanding under the Indenture, considered
      as one class; provided, however, that if there shall be Securities of more
      than
      one series Outstanding under the Indenture and if a proposed supplemental
      indenture shall directly affect the rights of the Holders of Securities of
      one
      or more, but less than all, of such series, then the consent only of the Holders
      of a majority in aggregate principal amount of the Outstanding Securities of
      all
      series so directly affected, considered as one class, shall be required; and
      provided, further, that if the Securities of any series shall have been issued
      in more than one Tranche and if the proposed supplemental indenture shall
      directly affect the rights of the Holders of Securities of one or more, but
      less
      than all, of such Tranches, then the consent only of the Holders of a majority
      in aggregate principal amount of the Outstanding Securities of all Tranches
      so
      directly affected, considered as one class, shall be required. The Indenture
      also contains provisions permitting the Holders of specified percentages in
      principal amount of the Securities then Outstanding, on behalf of the Holders
      of
      all Securities, to waive compliance by the Company with certain provisions
      of
      the Indenture and certain past defaults under the Indenture and their
      consequences. Any such consent or waiver by the Holder of this Security shall
      be
      conclusive and binding upon such Holder and upon all future Holders of this
      Security and of any Security issued upon the registration of transfer hereof
      or
      in exchange therefor or in lieu hereof, whether or not notation of such consent
      or waiver is made upon this Security.

    


    No
      reference herein to the Indenture
      and no provision of this Security or of the Indenture shall alter or impair
      the
      obligation of the Company, which is absolute and unconditional, to pay the
      principal of and premium, if any, and interest on this Security at the times,
      place and rate, in the coin or currency, and in the manner, herein
      prescribed.

    


    As
      provided in the Indenture and
      subject to certain limitations therein set forth, the transfer of this Security
      is registrable in the Security Register, upon surrender of this Security for
      registration of transfer at the offices of the Trustee or such other office
      or
      agency as may be designated by the Company from time to time, duly endorsed
      by,
      or accompanied by a written instrument of transfer in form satisfactory to
      the
      Company and the Security Registrar duly executed by, the Holder hereof or his
      attorney duly authorized in writing, and thereupon one or more new Securities
      of
      this series of authorized denominations and of like tenor and aggregate
      principal amount, will be issued to the designated transferee or
      transferees.

    


    The
      Company may redeem the Securities,
      in whole or in part, at its option, at any time at a redemption price equal
      to
      the greater of 100% of the principal amount of the Securities to be redeemed,
      or
      as determined by a Quotation Agent (as defined in the Prospectus Supplement
      dated as of December 11, 2007, to the Prospectus dated as of August 21, 2007,
      together the “Prospectus”), the sum of the present values of the remaining
      scheduled payments of principal and interest thereon (not including any portion
      of such payments of interest accrued to the date of redemption) discounted
      to
      the redemption date on a semiannual basis (assuming a 360-day year consisting
      of
      twelve 30-day months) at the Adjusted Treasury Rate (as defined in the
      Prospectus) plus 20 basis points.

    


    The
      Company shall give notice to DTC of
      any redemption it proposes to make at least 30 days, but not more than 60 days,
      before the redemption date.  If the Company redeems only some of the
      Securities, it is the practice of DTC to determine by lot the amount of the
      Securities to be redeemed of each of its participating
      institutions.  Notice by DTC to these participants and by participants
      to “street name” holders of indirect interests in the Securities shall be made
      according to arrangements among them and may be subject to statutory or
      regulatory requirements.

    


    Unless
      the Company defaults in payment
      of the redemption price, on and after the redemption date, interest will cease
      to accrue on the Securities or portions of the Securities called for
      redemption.

    


    The
      Securities of this series are
      issuable only as registered Securities, without coupons, in denominations of
      $1,000, and any amount in excess thereof that is an integral multiple of
      $1,000.  As provided in the Indenture and subject to certain
      limitations therein set forth, Securities of this series are exchangeable for
      a
      like aggregate principal amount of Securities of this series, of any authorized
      denominations, as requested by the Holder surrendering the same, and of like
      tenor upon surrender of the Security or Securities to be exchanged at the
      offices of the Trustee or such other office or agency as may be designated
      by
      the Company from time to time.

    


    No
      service charge shall be made for any
      such registration of transfer or exchange, but the Company may require payment
      of a sum sufficient to cover any tax or other governmental charge payable in
      connection therewith.

    


    Prior
      to due presentment of this
      Security for registration of transfer, the Company, the Trustee and any agent
      of
      the Company or the Trustee may treat the Person in whose name this Security
      is
      registered as the absolute owner hereof for all purposes, whether or not this
      Security be overdue, and neither the Company, the Trustee nor any such agent
      shall be affected by notice to the contrary.

    


    Capitalized
      terms used herein have the
      same meanings given in the Indenture unless otherwise indicated.

    


    The
      Indenture and the Securities shall
      be governed by and construed in accordance with the laws of the State of New
      York.

    


    As
      provided in the Indenture, no
      recourse shall be had for the payment of the principal of or premium, if any,
      or
      interest on any Securities, or any part thereof, or for any claim based thereon
      or otherwise in respect thereof, or of the indebtedness represented thereby,
      or
      upon any obligation, covenant or agreement under the Indenture, against, and
      no
      personal liability whatsoever shall attach to, or be incurred by, any
      incorporator, stockholder, officer or director, as such, past, present or future
      of the Company or of any predecessor or successor corporation (either directly
      or through the Company or a predecessor or successor corporation), whether
      by
      virtue of any constitutional provision, statute or rule of law, or by the
      enforcement of any assessment or penalty or otherwise; it being expressly agreed
      and understood that the Indenture and all the Securities are solely corporate
      obligations and that any such personal liability is hereby expressly waived
      and
      released as a condition of, and as part of the consideration for, the execution
      of the Indenture and the issuance of the Securities.

    


    Unless
      the certificate of
      authentication hereon has been executed by the Trustee by manual signature,
      this
      Security shall not be entitled to any benefit under the Indenture or be valid
      or
      obligatory for any purpose.

    


    This
      Security is unsecured and is
      unconditionally guaranteed by AGL Resources Inc.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this instrument to be duly executed
      under its corporate seal.

    


    


    Dated:  December
      14, 2007

    


    


    AGL
      CAPITAL
      CORPORATION


    


    


    By:
/s/
      Paul R.
      Shlanta

    Name:  Paul
      R.
      Shlanta

                                                                                                                   
      Title:  President

    


    


    Attest:

    


    By:   /s/
      Brett A. Stovern

    Name: Brett
      A. Stovern

    Title:  Vice
      President and Treasurer

    


    


    This
      is
      one of the Securities of the series designated therein referred to in the
      within-mentioned Indenture.

    


    Dated:  December
      14, 2007

    


    


    THE
      BANK OF NEW YORK

      TRUST
      COMPANY,
      N.A.

      as
      Trustee

    


    


    By:   /s/ Tina
      D.
      Gonzalez                                          

                                                                                                                            
      Authorized
      Officer

    


    



    
      
              

            

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FOR
      VALUE
      RECEIVED the undersigned hereby sells, assigns and transfers unto

    


    


    


    
      	
               

            


    

                              
      [please insert social security or other identifying number of
      assignee]

    


    


    
      	 


    

                                          
      [please print or typewrite name and address of assignee]

    


    


    
      
        	 the
                within Security of AGL CAPITAL CORPORATION and does hereby irrevocably
                constitute and appoint,	 

Attorney,
        to transfer said Security on the books of the within-mentioned Company, with
        full power of substitution in the premises.

    

                                                   

    


    
      	 Dated: 	 


    

     

     

     

    
      	 


    

    Notice:  The
      signature to this
      assignment 

    must
      correspond
      with
      the
      name as written

    upon
      the
      face of the Security
      in every 

    particular
      without
      alteration or enlargement

    or
      any
      change whatsoever.