EXHIBIT 10.81
ISSUING AND PAYING AGENCY AGREEMENT
The Bank of New York
00000 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attn: Corporate Trust Department, Xxxxx Xxxxxx
Re: AGL Capital Corporation Commercial Paper Program
Ladies and Gentlemen:
This letter sets forth the understanding between you and AGL Capital
Corporation (the "Company"), whereby you have agreed to act (a) as depositary
for the safekeeping of certain notes of the Company which may be issued and sold
in the United States commercial paper market (the "CP Notes"; such Commercial
Paper Notes when issued in book-entry form being hereinafter referred to as
"Book-Entry CP Notes" and when issued in the form of certificated promissory
notes being hereinafter referred to as the "Certificated CP Notes"), (b) as
issuing agent on behalf of the Company in connection with the issuance of the CP
Notes, (c) as paying agent to undertake certain obligations to make payments in
respect of the CP Notes, and (d) as depositary to receive certain funds on
behalf of the Company, as set forth herein. You have executed or will promptly
hereafter execute a Letter of Representations (the "Letter of Representations",
which term shall include the procedures referred to therein) with the Company
and The Depository Trust Company ("DTC") and a Certificate Agreement (the
"Certificate Agreement") with DTC which establish or will establish, among other
things, the procedures to be followed by you in connection with the issuance and
custody of Book-Entry CP Notes.
This letter (the "Agreement") will govern your rights, powers and
duties as such depositary, issuing agent and paying agent for the CP Notes and
no implied covenants and obligations shall be read into this Agreement or any
other agreement against you.
1. Appointment of Agent. The Company hereby appoints you and you
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hereby agree to act, on the terms and conditions specified herein and in the
Letter of Representations and Certificate Agreement, as depositary, issuing and
paying agent for the CP Notes. The CP Notes will be sold through such commercial
paper dealers and/or placement agents as the Company shall have notified you in
writing from time to time (collectively, the "Dealers"). The Dealers currently
are Xxxxxxx Xxxxx Money Markets Inc., SunTrust Equitable Securities, Inc. and
Wachovia Securities, Inc.
2. Supply of CP Notes.
(a) The Company will from time to time to the extent it
determines to issue Certificated CP Notes, furnish to you an adequate supply of
CP Notes. Certificated CP Notes, if any, shall be in substantially the form
agreed upon by the Company and you and shall be serially numbered and shall have
been executed by manual or facsimile signature of an Authorized Representative
(as hereafter defined), but shall otherwise be uncompleted. Book-Entry CP Notes
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shall be substantially in the form attached to the Letter of Representations
attached hereto as Exhibit A and shall be represented by one or more master
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notes ("Master Note" or "Master Notes") which shall be executed by manual or
facsimile signature by an Authorized Representative in accordance with the
Letter of Representations. Pending receipt of instructions pursuant to this
Agreement, you will hold the Certificated CP Notes and Master Note(s) in
safekeeping for the account of the Company or DTC, as the case may be, in
accordance with your customary practice and the requirements of the Certificate
Agreement.
(b) Each Certificated CP Note or Master Note delivered to you
shall be accompanied by a letter from the Company, as the case may be,
identifying the Certificated CP Note or Master Note(s) transmitted therewith,
and you shall acknowledge receipt of such Certificated CP Note(s) or Master
Note(s) on the copy of such letter or pursuant to some other form of written
receipt deemed appropriate by you at the time of delivery to you of such
Certificated CP Note(s) or Master Note(s). Pending the issuance of Certificated
CP Notes as provided in Section 4 hereof, all Certificated CP Notes and Master
Note(s) delivered to you shall be held by you for the account of the Company or
DTC, as the case may be, for safekeeping in accordance with your customary
practice and the requirements of the Certificate Agreement.
3. Authorized Representatives.
(a) With the delivery of this Agreement, the Company is
furnishing to you, and from time to time thereafter may furnish to you, and
shall furnish to you upon your request, certificates ("Incumbency Certificates")
of a responsible officer of the Company certifying the incumbency and specimen
signatures of officers or agents of the Company authorized to execute CP Notes
on behalf of the Company by manual or facsimile signature and/or to take other
action hereunder on behalf of the Company (each an "Authorized Representative");
such certificate shall also authorize you to deal with representatives of
Xxxxxxx Xxxxx Money Markets, Inc., SunTrust Equitable Securities, Inc. and
Wachovia Securities, Inc. (each a "Dealer Representative"). Until you receive a
subsequent incumbency certificate of the Company, you are entitled to
conclusively rely on the last such certificate delivered to you for purposes of
determining the Authorized Representatives. You shall not have any
responsibility to the Company to determine by whom or by what means a facsimile
signature may have been affixed on the CP Notes, or to determine whether any
facsimile or manual signature resembles the specimen signature(s) filed with you
by a duly authorized officer of the Company. Any CP Note bearing the manual or
facsimile signature of a person who is an Authorized Representative on the date
such signature is affixed shall be binding on the Company after the
authentication thereof by you notwithstanding that such person shall have died
or shall have otherwise ceased to hold his office on the date such CP Note is
countersigned or delivered to you.
(b) Upon your receipt of this Agreement, and from time to time
thereafter as you choose or upon request by the Company, you shall deliver a
certificate (a "Certificate of Designation") certifying the incumbency and
specimen signatures of your designated signers ("Designated Officers") who are
authorized to receipt for and authenticate CP Notes, and deliver CP Notes. Until
the Company shall receive a subsequent Certificate of Designation, or unless an
Authorized Representative shall have received written notice of the lack of
authority of any individual, the Company may rely on the last such Certificate
of Designation delivered to it.
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4. Completion, Authentication and Delivery of CP Notes.
(a) From time to time during the term of this Agreement and
subject to the terms and conditions hereof, and upon your timely receipt of
written or telecopy instructions, notice transmitted directly to your computers
or in such manner as you then employ as your normal business practice
(collectively, "Instructions"), not later than 1:00 p.m., New York City time, on
a day on which you are open for business (a "Business Day"), from an Authorized
Representative or a Dealer Representative, on the date of issuance of any
Certificated CP Notes (in the case of instructions from an Authorized
Representative, a copy of such instructions shall be sent to the Dealer
Representative by said Authorized Representative) you shall withdraw the
respective Certificated CP Notes from safekeeping and in accordance with the
Instructions so received, take the following actions with respect to each such
Certificated CP Note:
(i) date each such Certificated CP Note the date of issuance
thereof (which shall be a Business Day) and insert the maturity date
thereof (provided that the Authorized Representative or Dealer
Representative shall ensure that such date is a Business Day and that
it shall not be more than 270 days from the date of issue and that the
aggregate principal amount of Commercial Paper Notes outstanding shall
not exceed $900,000,000) and the face amount (provided that the
Authorized Representative or the Dealer Representative shall ensure
that such face amount is not less than $250,000) thereof in figures;
(ii) authenticate (by countersigning) each such Certificated CP
Note in the appropriate space provided thereon; and
(iii) deliver in the Borough of Manhattan south of Xxxxxxxx
Street each such Certificated CP Note to the Dealer, or the consignee,
if any, designated by such Authorized Representative or Dealer
Representative for the account of the Dealer against Payment in
immediately available funds of the principal amount of CP Notes.
(b) In the case of Book-Entry CP Notes, from time to time during
the term of this Agreement and subject to the terms and conditions hereof, and
upon your timely receipt of written or telecopy instructions, notice transmitted
directly to your computers or in such a manner as you then employ as your normal
business practices, not later than 1:00 p.m., New York City time, in the case of
Book-Entry CP Notes, on a Business Day, from an Authorized Representative or a
Dealer Representative, on the date of issuance of any Book-Entry CP Notes (in
the case of instructions from an Authorized Representative, a copy of such
instructions shall be sent to the Dealer Representative by said Authorized
Representative) you shall give issuance instructions for the issuance of Book-
Entry CP Notes to DTC in a manner set forth in, and take other actions as are
required by, the Letter of Representations and the Certificate Agreement.
Instructions for the issuance of Book-Entry CP Notes shall include the following
information with respect to each Book-Entry CP Note:
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(i) the date of issuance of each such Book-Entry CP Note (which
shall be a Business Day);
(ii) the maturity date of each such Book-Entry CP Note (provided
that the Authorized Representative or Dealer Representative shall ensure
that such date is a Business Day and that it shall not be more than 270
days from the date of issue); and
(iii) the face amount (provided that the Authorized Representative or
the Dealer Representative shall ensure that such face amount is not less
than $250,000) in figures.
(c) You shall send a report (by telecopy or other means permitted
hereunder) to the Company on a monthly basis of your issuance of CP Notes under
this Section 4, including the maturity date and face amounts of each CP Note
issued.
(d) Instructions given must be received by you by 1:00 p.m., New York
City time, for physical issuance and 1:00 p.m., New York City time, for book-
entry issuance, New York time, if the CP Note(s) are to be delivered the same
day. Telephone instructions shall be confirmed in writing the same day.
(e) The Company understands that although you have been instructed to
deliver CP Notes against payment, delivery of CP Notes may, in accordance with
the custom prevailing in the commercial paper market, be made before receipt of
payment in immediately available funds. Therefore, once you have delivered a CP
Note to a Dealer or its agent as provided herein, the Company shall bear the
risk that a Dealer or its agent fails to remit payment for the CP Note to you.
You shall have no liability to the Company for any failure or inability on the
part of the Dealer to make payment for CP Notes. Nothing in this Agreement shall
require you to purchase any CP Note or expend your own funds for the purchase
price of a CP Note or CP Notes.
(f) Except as may otherwise be provided in the Letter of
Representations, if at any time the Company instructs you to cease issuing
Certificated CP Notes and to issue only Book-Entry CP Notes, you agree that all
CP Notes will be issued as Book-Entry CP Notes and that no Certificated CP Notes
shall be exchanged for Book-Entry CP Notes unless and until you have received
written instructions from an Authorized Representative (any such instructions
from a Dealer Representative shall not be sufficient for this purpose) to the
contrary.
(g) It is understood that you are not under any obligation to assess
or review the financial condition or credit worthiness of any person to or for
whose account you deliver a CP Note pursuant to instructions from an Authorized
Representative or Dealer Representative or to advise the Company as to the
results of any such appraisal or investigation you may have conducted on your
own or of any adverse information concerning any such person that may in any way
have come to your attention.
(h) It is understood that DTC may request the delivery of
Certificated CP Notes in exchange for Book-Entry CP Notes upon the termination
of DTC's services pursuant to the DTC Letter of Representations. Accordingly,
upon such termination, you are authorized to complete and deliver Certificated
CP Notes in partial or complete substitution for Book-Entry CP Notes of the same
face amount and maturity as requested by DTC. Upon the completion or delivery of
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any such Certificated CP Note, you shall annotate your records regarding the
Master Note with respect to such Book-Entry CP Notes to reflect a corresponding
reduction in the face amount of the outstanding Book-Entry CP Notes. Your
authority to so complete and deliver such Certificated CP Notes shall be
irrevocable at all times from the time a Book-Entry CP Note is purchased until
the indebtedness evidenced thereby is paid in full.
(i) If you shall receive instructions (confirmed in writing in
accordance with this Agreement) from the Company not to issue or deliver CP
Notes, until revoked in writing or superseded by further written instructions
from the Company, you shall not issue or deliver CP Notes, provided, however,
that, notwithstanding contrary instructions from the Company, you shall be
required to deliver CP Notes in respect of agreements for the sale of CP Notes
concluded by an Authorized Representative or Dealer Representative prior to
receipt by the Authorized Representative or Dealer Representative of notice of
such instructions from the Company, which the Authorized Representative or
Dealer Representative shall be required to confirm to you in writing prior to
your delivery of the CP Notes. For purposes of this Section (i), you may rely on
written notice given or delivered to you by an Authorized Representative or
Dealer Representative as to whether any particular CP Notes are to be issued in
respect of such agreements concluded by such Authorized Representative or Dealer
Representative, and you shall have no obligation to make any other or further
investigation.
5. Proceeds of the Sale of the CP Notes. Contemporaneously with the
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execution and delivery of this Agreement, and for the purposes of this
Agreement, you will establish an account designated as the AGL Capital
Corporation Note Account in the Company's name (the "Note Account"). On each day
on which a Dealer or its agent receives CP Notes (whether through the facilities
of DTC in the manner set forth in the Letter of Representations or by delivery
in accordance with the provisions of this Agreement), all proceeds received by
you in connection with such sale shall be credited in immediately available
funds to the Note Account. From time to time, upon written instructions received
by you from an Authorized Representative, you agree to transfer immediately
available funds from the Note Account to any bank or trust company in the United
States for the Company's account.
6. Payment of Matured CP Notes.
(a) By 2:00 p.m., New York City time, on the date that any CP
Notes are scheduled to mature, there shall have been transferred to you for
deposit in the Note Account immediately available funds at least equal to the
amount of CP Notes maturing on such date. When any matured CP Note is presented
to you for payment by the holder thereof (which may, in the case of Book-Entry
CP Notes held by you pursuant to the Certificate Agreement, be DTC or a nominee
of DTC), payment shall be made from and charged to the Note Account to the
extent funds are available in said account.
(b) Each CP Note presented to you for payment at or prior to
3:00 p.m., New York City time, on any Business Day at or after the maturity date
of such CP Note shall be paid by you on the same day as such presentation (or if
presented after 3:00 p.m., New York City time, on any such Business Day, then on
the next succeeding Business Day) to the extent of funds available in the Note
Account. Upon payment by you as aforesaid, you shall xxxx Certificated CP
Note(s) presented as paid, cancel such Certificated CP Note(s) and dispose of
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such cancelled Certificated CP Notes in accordance with your customary
procedures. After payment of any matured Book-Entry CP Note, you shall annotate
your records to reflect the face amount of Book-Entry CP Notes outstanding in
accordance with the Letter of Representations.
7. Representations and Warranties of the Company. The Company hereby
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warrants and represents to you, and, each request to issue CP Notes shall
constitute the Company's continuing warranty and representation, as follows:
(a) This Agreement is, and all CP Notes delivered to you
pursuant to this Agreement will be, duly authorized, executed and delivered by
the Company.
(b) The issuance and delivery of the CP Notes will not violate
any state or Federal law and the CP Notes do not require registration under the
Securities Act of 1933, as amended.
(c) This Agreement constitutes and the CP Notes, when completed,
countersigned, and delivered pursuant hereto, will constitute, the Company's
legal, valid and binding obligations enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the rights of creditors generally and by general principles of equity.
(d) The Company is a corporation duly organized and validly
existing under the laws of Nevada and no liquidation, dissolution, bankruptcy,
windup or similar proceedings have been instituted with respect to the Company.
(e) The Company has, and at all relevant times has had, all
necessary power and authority to execute, deliver and perform this Agreement and
to issue the CP Notes.
(f) All actions on the part of the Company which are required
for the authorization of the issuance of the CP Notes and for the authorization,
execution, delivery and performance of this Agreement do not require the
approval or consent of any holder or trustee of any indebtedness or obligations
of the Company.
(g) The issuance of CP Notes by the Company (i) does not and
will not contravene any provision of any governmental law, regulation or rule
applicable to the Company, and (ii) does not and will not conflict with, breach
or contravene the provisions of any contract or other instrument binding upon
the Company.
8. Reliance on Instructions. Except as otherwise set forth herein, you
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shall incur no liability to the Company in acting hereunder upon telephonic or
other instructions or notices contemplated hereby which you reasonably believed
in good faith to have been given by an Authorized Representative or a Dealer
Representative, as the case may be. In the event a discrepancy exists with
respect to such instructions, the telephonic instructions as recorded by you
will be deemed the controlling and proper instructions, unless such instructions
are required by this Agreement to be in writing or have not been recorded by you
as contemplated by the next sentence. It is understood that all telephonic
instructions may be recorded by you and the Company hereby consents to such
recording.
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9. Cancellation of CP Notes. You will in due course cancel Certificated
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CP Note(s) presented for payment, and dispose of such cancelled Certificated CP
Note(s) in accordance with your customary procedures. After payment of any
matured Book-Entry CP Note, you shall annotate your records to reflect the face
amount of Book-Entry CP Notes outstanding in accordance with the Letter of
Representations. Promptly upon the written request of the Company, you agree to
cancel and return to the Company all unissued Certificated CP Notes in your
possession at the time of such request.
10. Notices; Addresses.
(a) All communications by or on behalf of the Company or a
Dealer, by telephone or otherwise, relating to the completion, delivery or
payment of the CP Note(s) are to be directed to you.
(b) Notices and other communications hereunder shall (except to
the extent otherwise expressly provided) be in writing (which may be by
facsimile) and shall be addressed as follows, or to such other address as the
party receiving such notice shall have previously specified to the party sending
such notice:
If to the Company, at:
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
Attention: Xxxxxxx Xxxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
If to you at:
The Bank of New York
00000 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Corporate Trust - Xxxxx Xxxxxx
Facsimile No.: (000) 000-0000
(c) In any case where it is provided in this Agreement that a
copy of any instruction, demand or other notice is to be delivered to a Dealer,
such copy shall be delivered to the Dealer at the address set forth below by the
same means as the original thereof shall have been given, provided that the
failure of such copy to be given to any Dealer shall not invalidate or adversely
affect the original thereof:
Dealer:
Xxxxxxx Xxxxx Money Markets, Inc.
World Financial Center, North Tower
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxx Xxxxxx
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SunTrust Equitable Securities
000 Xxxxxxxxx Xxxxxx, 00/xx/ Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxxx
Wachovia Securities, Inc
000 Xxxxxxxxx Xxxxxx XX, 0/xx/ Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxx
Notices shall be deemed delivered when received at the address specified above.
For purposes of this Section 10, "when received" shall mean actual receipt (i)
of an electronic communication by a telecopier or issuance system specified in
or pursuant to this Agreement; (ii) of an oral communication by any person
answering the telephone in the office of the individual or department specified
in or pursuant to this Agreement; or (iii) of a written communication
hand-delivered at the office specified in or pursuant to this Agreement.
11. Liability. Neither your nor your officers, employees or agents shall
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be liable for any act or omission hereunder, except in the case of gross
negligence or willful misconduct as described in Section 12 herein. Your duties
and obligations and those of your officers and employees shall be determined by
the express provisions of this Agreement, the Letter of Representations and the
Certificate Agreement (including the documents referred to therein), and you and
your officers, employees and agents shall be responsible for the performance of
only such duties and obligations as are specifically set forth herein and
therein, and no implied covenants shall be read into any such document against
you or your officers, employees or agents. Neither you nor your officers,
employees or agents shall be required to ascertain whether any issuance or sale
of CP Note(s) (or any amendment or termination of this Agreement) has been duly
authorized or is in compliance with any other agreement, ordinance, resolution
or other undertaking or document to which the Company is a party or by which it
or its property may be bound (whether or not you are a party to such other
agreement).
12. Indemnity. The Company hereby agrees to indemnify and hold you, your
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employees and any of your officers and agents harmless, from and against, and
you shall not be liable for, any and all losses, liabilities (including
liabilities for penalties), actions, suits, judgments, demands, damages, costs
and expenses of any nature (including, without limitation, interest and
reasonable attorneys' fees, expenses, and the allocable costs of in-house legal
services) arising out of or resulting from the exercise of your rights and/or
the performance of your duties (or those of your agents and employees)
hereunder; provided, however, that the Company shall not be liable to indemnify
or pay you with respect to any loss, liability, action, suit, judgment, demand,
damage, cost or expense that directly results from or is attributable to your
gross negligence or willful misconduct or that of your officers or employees.
The foregoing indemnity includes, but is not limited to, any action taken or
omitted to be taken by you upon telex, telephonic or other electronically
transmitted instructions (authorized herein) received by you from, or believed
by you in good faith to have been given by, the proper person or persons. The
provisions of this Section 12 shall survive (i) your resignation or removal
hereunder and (ii) the termination of this Agreement.
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13. Termination.
(a) This Agreement may be terminated at any time by either you
or the Company by 15 days' prior written notice to the other, provided that you
agree to continue acting as issuing and paying agent hereunder until such time
as your successor has been selected and has entered into an agreement with the
Company to that effect. Such termination shall not affect the respective
liabilities of the parties hereunder arising prior to termination.
(b) If no successor has been appointed within 30 days of such
notice, you shall have the right to petition a court of competent jurisdiction
for the appointment of a successor issuing and paying agent. You shall be
reimbursed for any and all expenses in connection with any such petition and
appointment.
(c) On the Business Day following the date of termination of
this Agreement, you shall transfer all Certificated CP Notes in your possession
to the successor Issuing and Paying Agent or to the Company, at the Company's
written request, and shall transfer to the Company all funds, if any, then on
deposit in the Note Account. You shall promptly notify the Company of all
Certificated CP Notes so destroyed.
14. Amendments and Modifications. No amendment, modification or waiver of
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any provision of this Agreement, nor any consent to any departure by any party
from any provision hereof binding upon such party, shall be effective unless the
same shall be in writing and signed by all the parties hereto.
15. Binding Effect; Assignment. This Agreement shall be binding upon and
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inure to the benefit of the parties hereto, their respective successors,
including successors by merger, and assigns; provided, however, that no party
hereto may assign any of its rights or obligations hereunder, except with the
prior written consent of all the other parties hereto.
16. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
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ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND PERFORMED IN THE STATE OF NEW YORK.
17. Execution in Counterparts. This Agreement may be executed in any
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number of counterparts; each counterpart, when so executed and delivered, shall
be deemed to be an original; and all of which counterparts, taken together,
shall constitute one and the same agreement.
18. Headings. Section headings used in this Agreement are for convenience
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of reference only and shall not affect the construction or interpretation of
this Agreement.
19. Compensation and Expenses. The Company shall pay you from time to time
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following the execution of this Agreement reasonable compensation for all
services rendered by you hereunder as agreed between you and the Company. The
Company shall reimburse you upon your request for all reasonable expenses,
disbursements and advances incurred or made by you in accordance with any
provision of this Agreement (including the reasonable compensation and the
expenses and disbursements of your agents, counsel and allocated costs of in-
house
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counsel) except any expense or disbursement attributable to your gross
negligence or willful misconduct. The provision of this Section 19 shall survive
(i) your resignation or removal hereunder and (ii) the termination of this
Agreement.
20. Miscellaneous.
(a) No provision of this Agreement shall require you to risk
your own funds or otherwise incur any financial liability in the performance of
any of your duties hereunder or in the exercise of any of your duties hereunder
or in the exercise of any of your rights and powers hereunder.
(b) You may consult with counsel of your selection, and any
opinion of such counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted to be taken by you, in the
absence of bad faith, gross negligence or willful misconduct on your part, in
reliance on such advice or opinion.
(c) You make no representation as to, and shall have no
responsibility for, the correctness of any statement contained in, or the
validity or sufficiency of, this Agreement or any documents or instruments
referred to in this Agreement or as to or for the validity or collectability of
any obligation contemplated by this Agreement. You shall not be accountable for
the use or application by any person of disbursements properly made by you in
conformity with the provisions of this Agreement.
(d) You may rely and shall be protected in acting upon any
document or writing presented to you hereunder and reasonably believed by you to
be genuine and to have been signed and presented by an authorized person or
persons.
(e) Your relationship with the Company is that of an agent and
you shall not be deemed to be acting as a trustee under the terms of this
Agreement.
[SIGNATURES BEGIN ON NEXT PAGE]
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If the foregoing is acceptable to you, please indicate your agreement
therewith by signing one or more counterparts of this Agreement in the space
provided below, and returning such signed counterpart(s) to the Company,
whereupon this letter when signed by you and the Company, will become a binding
agreement among us.
AGL Capital Corporation
/s/ X. X. Xxxxx
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By: X. X. Xxxxx
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Its: Vice President
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Agreed to and Accepted
this 9th day of September 0000
Xxx Xxxx xx Xxx Xxxx
as Issuing and Paying Agent
By: X. Xxxxxx
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Its: Agent
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Exhibit A
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Letter of Representations
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