Attached files
file | filename |
---|---|
8-K - GEORGIA POWER CO | ga2010a8k.htm |
EX-5.1 - GEORGIA POWER CO | ex5-1.htm |
EX-1.4 - GEORGIA POWER CO | ex1-4.htm |
EX-12.1 - GEORGIA POWER CO | ex12-1.htm |
Exhibit
4.2
GEORGIA
POWER COMPANY
TO
THE
BANK OF NEW YORK MELLON, TRUSTEE.
FORTIETH
SUPPLEMENTAL INDENTURE
DATED
AS OF MARCH 16, 2010
SERIES
2010A FLOATING RATE SENIOR NOTES
DUE MARCH
15, 2013
TABLE OF CONTENTS1
PAGE
ARTICLE
1 Series 2010A Notes
|
2 |
SECTION
101. Establishment
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2 |
SECTION
102. Definitions
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2 |
SECTION
103. Payment of Principal and
Interest
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4 |
SECTION
104. Determination of
Interest
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4 |
SECTION
105. Denominations
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5 |
SECTION
106. Global
Securities
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5 |
SECTION
107. Transfer
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5 |
SECTION
108. Redemption at the Company’s
Option
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6 |
ARTICLE
2 Miscellaneous Provisions
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6 |
SECTION
201. Recitals by
Company
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6 |
SECTION
202. Ratification and
Incorporation of Original Indenture
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6 |
SECTION
203. Executed in
Counterparts
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6 |
EXHIBIT
A Form
of Series 2010A Note
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EXHIBIT
B Certificate
of Authentication
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1This
Table of Contents does not constitute part of the Indenture or have any bearing
upon the interpretation of any of its terms and provisions.
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i
THIS FORTIETH SUPPLEMENTAL INDENTURE is
made as of the 16th day of March, 2010, by and between GEORGIA POWER COMPANY, a
Georgia corporation, 241 Ralph McGill Boulevard, N.E., Atlanta, Georgia
30308-3374 (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking
corporation, 101 Barclay Street, Floor 8W, New York, New York 10286
(the “Trustee”).
W I T N E
S S E T H:
WHEREAS, the Company has heretofore
entered into a Senior Note Indenture, dated as of January 1, 1998 (the “Original
Indenture”), with The Bank of New York Mellon (as successor to JPMorgan Chase
Bank, N.A. (formerly known as The Chase Manhattan Bank)), as heretofore
supplemented;
WHEREAS, the Original Indenture is
incorporated herein by this reference and the Original Indenture, as heretofore
supplemented and as further supplemented by this Fortieth Supplemental
Indenture, is herein called the “Indenture”;
WHEREAS, under the Original Indenture,
a new series of Senior Notes may at any time be established by the Board of
Directors of the Company in accordance with the provisions of the Original
Indenture and the terms of such series may be described by a supplemental
indenture executed by the Company and the Trustee;
WHEREAS, the Company proposes to create
under the Indenture a new series of Senior Notes;
WHEREAS, additional Senior Notes of
other series hereafter established, except as may be limited in the Original
Indenture as at the time supplemented and modified, may be issued from time to
time pursuant to the Indenture as at the time supplemented and modified;
and
WHEREAS, all conditions necessary to
authorize the execution and delivery of this Fortieth Supplemental Indenture and
to make it a valid and binding obligation of the Company have been done or
performed.
NOW, THEREFORE, in consideration of the
agreements and obligations set forth herein and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows:
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ARTICLE
1
Series
2010A Notes
SECTION 101. Establishment. There
is hereby established a new series of Senior Notes to be issued under the
Indenture, to be designated as the Company’s Series 2010A Floating Rate Senior
Notes due March 15, 2013 (the “Series 2010A Notes”).
There are to be authenticated and
delivered $350,000,000 principal amount of Series 2010A Notes, and such
principal amount of the Series 2010A Notes may be increased from time to time
pursuant to Section 301 of the Original Indenture. All Series 2010A
Notes need not be issued at the same time and such series may be reopened at any
time, without the consent of any Holder, for issuances of additional Series
2010A Notes. Any such additional Series 2010A Notes will have the
same interest rate, maturity and other terms as those initially
issued. No Series 2010A Notes shall be authenticated and delivered in
excess of the principal amount as so increased except as provided by Sections
203, 303, 304, 907 or 1107 of the Original Indenture. The Series
2010A Notes shall be issued in fully registered form.
The Series 2010A Notes shall be issued
in the form of one or more Global Securities in substantially the form set out
in Exhibit A hereto. The Depositary with respect to the Series 2010A
Notes shall be The Depository Trust Company.
The form of the Trustee’s Certificate
of Authentication for the Series 2010A Notes shall be in substantially the form
set forth in Exhibit B hereto.
Each Series 2010A Note shall be dated
the date of authentication thereof and shall bear interest from the date of
original issuance thereof or from the most recent Interest Payment Date to which
interest has been paid or duly provided for.
The
Series 2010A Notes will not have a sinking fund.
SECTION 102. Definitions. The
following defined terms used herein shall, unless the context otherwise
requires, have the meanings specified below. Capitalized terms used
herein for which no definition is provided herein shall have the meanings set
forth in the Original Indenture.
“Calculation
Agent” means The Bank of New York Mellon, or its successor appointed by the
Company, acting as calculation agent.
“Interest
Determination Date” means the second London Business Day immediately preceding
the first day of the relevant Interest Period.
“Interest
Payment Dates” means the 15th day of March, June, September and December,
commencing June 15, 2010; provided, however, in the event that any Interest
Payment Date (other than the Interest Payment Date that is the Stated Maturity
or a Redemption Date) would otherwise be a day that is not a Business Day, the
Interest Payment Date will be the next succeeding Business
Day.
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“Interest
Period” means the period commencing on an Interest Payment Date (or, with
respect to the initial Interest Period only, commencing on the Original Issue
Date) and ending on the day before the next succeeding Interest Payment
Date.
“LIBOR”
means, with respect to any Interest Period, the rate (expressed as a percentage
per annum) for deposits in U.S. dollars for a three-month period commencing on
the first day of that Interest Period and ending on the next Interest Payment
Date that appears on Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the
Interest Determination Date for that Interest Period. If such rate
does not appear on the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on
the Interest Determination Date for that Interest Period, LIBOR will be
determined on the basis of the rates at which deposits in U.S. dollars for the
Interest Period and in a principal amount of not less than $1,000,000 are
offered to prime banks in the London interbank market by four major banks in the
London interbank market (which may include affiliates of one or more of the
underwriters of the Series 2010A Notes) selected by the Calculation Agent (after
consultation with the Company), at approximately 11:00 a.m., London time, on the
Interest Determination Date for that Interest Period. The Calculation
Agent will request the principal London office of each such bank to provide a
quotation of its rate. If at least two such quotations are provided,
LIBOR with respect to that Interest Period will be the arithmetic mean of such
quotations. If fewer that two quotations are provided, LIBOR with
respect to that Interest Period will be the arithmetic mean of the rates quoted
by three major banks in New York City (which may include affiliates of one or
more of the underwriters of the Series 2010A Notes) selected by the Calculation
Agent (after consultation with the Company), at approximately 11:00 a.m., New
York City time, on the first day of that Interest Period for loans in U.S.
dollars to leading European banks for that Interest Period and in a principal
amount of not less than $1,000,000. However, if fewer than three
banks selected by the Calculation Agent to provide quotations are quoting as
described above, LIBOR for that Interest Period will be the same as LIBOR as
determined for the previous Interest Period.
“London
Business Day” means a day that is a Business Day and a day on which dealings in
deposits in U. S. dollars are transacted, or with respect to any future date are
expected to be transacted, in the London interbank market.
“Original Issue Date” means March 16,
2010.
“Regular Record Date” means, with
respect to each Interest Payment Date, the 15th calendar day preceding such
Interest Payment Date (whether or not a Business Day).
“Reuters LIBOR01 Page” means the
display designated as Reuters LIBOR01 on the Reuters 3000 Xtra (or such other
page as may replace the Reuters LIBOR01 Page on that service, or such other
service as may be nominated as the information vendor, for the purpose of
displaying rates or prices comparable to the London Interbank Offered rate for
U.S. dollar deposits).
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“Stated
Maturity” means March 15, 2013; provided that if the Stated Maturity is not a
Business Day, the principal and interest due on that date will be payable on the
next succeeding Business Day, and no interest shall accrue for the intervening
period.
SECTION 103. Payment of Principal and
Interest. The principal of the Series 2010A Notes shall be due
at Stated Maturity (unless earlier redeemed). The unpaid principal
amount of the Series 2010A Notes shall bear interest at the rates set quarterly
pursuant to Section 104 hereof until paid or duly provided
for. Interest shall be paid quarterly in arrears on each Interest
Payment Date to the Person in whose name the Series 2010A Notes are registered
at the close of business on the Regular Record Date for such Interest Payment
Date, provided that
interest payable at the Stated Maturity of principal or on a Redemption Date as
provided herein will be paid to the Person to whom principal is
payable. Any such interest that is not so punctually paid or duly
provided for will forthwith cease to be payable to the Holders on such Regular
Record Date and may either be paid to the Person or Persons in whose name the
Series 2010A Notes are 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 the Series 2010A Notes not less than
ten (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, if any, on which the Series 2010A Notes shall be listed, and upon such
notice as may be required by any such exchange, all as more fully provided in
the Original Indenture.
Payments of interest on the Series
2010A Notes will include interest accrued to but excluding the respective
Interest Payment Dates. Interest payments for the Series 2010A Notes
shall be computed and paid on the basis of the actual number of days elapsed
over a 360-day year.
Payment of the principal and interest
due at the Stated Maturity or earlier redemption of the Series 2010A Notes shall
be made upon surrender of the Series 2010A Notes at the Corporate Trust Office
of the Trustee. The principal of and interest on the Series 2010A
Notes shall be paid in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private
debts. Payments of interest (including interest on any Interest
Payment Date) will be made, subject to such surrender where applicable, at the
option of the Company, (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or (ii) by wire
transfer or other electronic transfer at such place and to such account at a
banking institution in the United States as may be designated in writing to the
Trustee at least sixteen (16) days prior to the date for payment by the Person
entitled thereto.
SECTION 104. Determination of
Interest. The Series 2010A Notes will bear interest for each
Interest Period at a per annum rate determined by the Calculation Agent, subject
to the maximum interest rate permitted by New York or
other applicable state law, as such law may be modified by United States law of
general application. The interest rate applicable during each
Interest Period will be equal to LIBOR on the Interest Determination Date for
such Interest Period plus 0.32%. Promptly upon such determination,
the Calculation Agent will notify the Company and the Trustee, if the Trustee is
not then serving as the Calculation Agent, of the interest rate for the new
Interest Period. The interest rate determined by the Calculation
Agent, absent manifest error, shall be binding and conclusive upon the
beneficial owners and Holders of the Series 2010A Notes, the Company and the
Trustee.
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Upon the
request of a Holder of the Series 2010A Notes, the Calculation Agent will
provide to such Holder the interest rate in effect on the date of such request
and, if determined, the interest rate for the next Interest Period.
SECTION 105. Denominations. The
Series 2010A Notes may be issued in denominations of $1,000, or any integral
multiple thereof.
SECTION 106. Global
Securities. The Series 2010A Notes will be issued in the form
of one or more Global Securities registered in the name of the Depositary (which
shall be The Depository Trust Company) or its nominee. Except under
the limited circumstances described below, Series 2010A Notes represented by one
or more Global Securities will not be exchangeable for, and will not otherwise
be issuable as, Series 2010A Notes in definitive form. The Global
Securities described above may not be transferred except 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 to a successor Depositary or its
nominee.
Owners of beneficial interests in such
a Global Security will not be considered the Holders thereof for any purpose
under the Indenture, and no Global Security representing a Series 2010A Note
shall be exchangeable, except for another Global Security of like denomination
and tenor to be registered in the name of the Depositary or its nominee or to a
successor Depositary or its nominee. The rights of Holders of such
Global Security shall be exercised only through the Depositary.
Subject to the procedures of the
Depositary, a Global Security shall be exchangeable for Series 2010A Notes
registered in the names of persons other than the Depositary or its nominee only
if (i) the Depositary notifies the Company that it is unwilling or unable to
continue as a Depositary for such Global Security and no successor Depositary
shall have been appointed by the Company, or if at any time the Depositary
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, as amended, at a time when the Depositary is required to be so registered
to act as such Depositary and no successor Depositary shall have been appointed
by the Company, in each case within 90 days after the Company receives such
notice or becomes aware of such cessation, (ii) the Company in its sole
discretion determines that such Global Security shall be so exchangeable, or
(iii) there shall have occurred an Event of Default with respect to the Series
2010A Notes. Any Global Security that is exchangeable pursuant to the
preceding sentence shall be exchangeable for Series 2010A Notes registered in
such names as the Depositary shall direct.
SECTION 107 Transfer. No
service charge will be made for any transfer or exchange of Series 2010A Notes,
but payment will be required of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Company shall not be required (a)
to issue, transfer or exchange any Series 2010A Notes during a period beginning
at the opening of business fifteen (15) days before the day of the mailing of a
notice pursuant to Section 1104 of the Original Indenture identifying the serial
numbers of the Series 2010A Notes to be called for redemption, and ending at the
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5
close of
business on the day of the mailing, or (b) to transfer or exchange any Series
2010A Notes theretofore selected for redemption in whole or in part, except the
unredeemed portion of any Series 2010A Note redeemed in part.
SECTION 108. Redemption at the Company’s
Option. The Series 2010A Notes shall be subject to redemption
at the option of the Company, in whole or in part, without premium or penalty,
on or after March 15, 2012, at a Redemption Price equal to 100% of the principal
amount to be redeemed plus accrued but unpaid interest to the Redemption
Date. If a Redemption Date is not a Business Day, the principal and
interest due on such Redemption Date will be payable on the next succeeding
Business Day, and no interest shall accrue for the intervening
period.
In the event of redemption of the
Series 2010A Notes in part only, a new Series 2010A Note or Notes for the
unredeemed portion will be issued in the name or names of the Holders thereof
upon the surrender thereof.
Any redemption of less than all of the
Series 2010A Notes shall, with respect to the principal thereof, be divisible by
$1,000.
ARTICLE
2
Miscellaneous
Provisions
SECTION 201. Recitals by
Company. The recitals in this Fortieth Supplemental Indenture
are made by the Company only and not by the Trustee, and all of the provisions
contained in the Original Indenture in respect of the rights, privileges,
immunities, powers and duties of the Trustee shall be applicable in respect of
Series 2010A Notes and of this Fortieth Supplemental Indenture as fully and with
like effect as if set forth herein in full.
SECTION 202. Ratification and
Incorporation of Original Indenture. As heretofore
supplemented and as supplemented hereby, the Original Indenture is in all
respects ratified and confirmed, and the Original Indenture as heretofore
supplemented and as supplemented by this Fortieth Supplemental Indenture shall
be read, taken and construed as one and the same instrument.
SECTION 203. Executed in
Counterparts. This Fortieth Supplemental Indenture may be
simultaneously executed in several counterparts, each of which shall be deemed
to be an original, and such counterparts shall together constitute but one and
the same instrument.
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IN WITNESS WHEREOF, each party hereto
has caused this instrument to be signed in its name and behalf by its duly
authorized officers, all as of the day and year first above
written.
ATTEST:
By: /s/Daniel
Lowery
Daniel Lowery
Corporate
Secretary
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GEORGIA
POWER COMPANY
By: /s/Ronnie
R. Labrato
Ronnie R. Labrato
Executive Vice President, Chief
Financial
Officer
and Treasurer
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ATTEST:
By: /s/Christopher
Greene
Christopher Greene
Vice President
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THE
BANK OF NEW YORK MELLON, as Trustee
By: /s/Laurence
J. O’Brien
Laurence J.
O’Brien
Vice President
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EXHIBIT
A
FORM OF
SERIES 2010A NOTE
NO. _____ | CUSIP NO. 373334 JQ5 |
GEORGIA
POWER COMPANY
SERIES
2010A FLOATING RATE SENIOR NOTE
DUE MARCH
15, 2013
Principal
Amount:
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$_____________
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Regular
Record Date:
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15th
calendar day prior to Interest Payment Date (whether or not a Business
Day)
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Original
Issue Date:
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March
16, 2010
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Stated
Maturity:
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March
15, 2013; provided that if the Stated Maturity is not a Business Day, the
principal and interest due on that date will be payable on the next
succeeding Business Day, and no interest shall accrue for the intervening
period.
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Interest
Payment Dates:
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15th
day of March, June, September and December; provided, however, in the
event that any Interest Payment Date (other than the Interest Payment Date
that is the Stated Maturity or a Redemption Date) would otherwise be a day
that is not a Business Day, the Interest Payment Date will be the next
succeeding Business Day
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Interest
Rate:
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LIBOR
plus 0.32% per annum, as set on each Interest Determination
Date
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Interest
Determination Dates:
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2nd
London Business Day immediately preceding the first day of the relevant
Interest Period
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Authorized
Denomination:
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$1,000
or any integral multiple thereof
|
Georgia Power Company, a Georgia
corporation (the “Company”, which term includes any successor corporation under
the Indenture referred to on the reverse hereof), for value received, hereby
promises to pay to _______________________________________________, or
registered assigns, the principal sum of _________ DOLLARS ($__________) on the
Stated Maturity shown above (or upon earlier redemption), and to pay interest
thereon from the Original Issue Date shown above, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
quarterly in arrears on each Interest Payment Date as specified above,
commencing on June 15, 2010, and on the Stated Maturity (or upon earlier
redemption) at the rates per annum determined in accordance with the provisions
specified below until the principal hereof is paid or made available for payment
and at such rates on any overdue principal and on any overdue installment of
interest. The interest so payable, and punctually
paid or duly provided for, on any
Interest
Payment Date (other than an Interest Payment Date that is the Stated Maturity or
on a Redemption Date) will, as provided in such Indenture, be paid to the Person
in whose name this Note (the “Note”) is registered at the close of business on
the Regular Record Date as specified above next preceding such Interest Payment
Date, provided that any interest payable at the Stated Maturity or on any
Redemption Date will be paid to the Person to whom principal is
payable. Except as otherwise provided in the Indenture, any such
interest not so punctually paid or duly provided for will 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 Note 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 Notes 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, if any, on which the Notes of this series shall be listed,
and upon such notice as may be required by any such exchange, all as more fully
provided in the Indenture.
The
Series 2010A Notes (as defined on the reverse hereof) will bear interest for
each Interest Period at a per annum rate determined by the Calculation Agent,
subject to the maximum interest rate permitted by New York or other applicable
state law, as such law may be modified by United States law of general
application. The interest rate applicable during each Interest Period
will be equal to LIBOR on the Interest Determination Date for such Interest
Period plus 0.32%. Promptly upon such determination, the Calculation
Agent will notify the Company and the Trustee, if the Trustee is not then
serving as the Calculation Agent, of the interest rate for the new Interest
Period. The interest rate determined by the Calculation Agent, absent
manifest error, shall be binding and conclusive upon the beneficial owners and
Holders of the Series 2010A Notes, the Company and the Trustee.
“Calculation
Agent” means The Bank of New York Mellon, or its successor appointed by the
Company, acting as calculation agent.
“Interest
Determination Date” means the second London Business Day immediately preceding
the first day of the relevant Interest Period.
“Interest
Period” means the period commencing on an Interest Payment Date (or, with
respect to the initial Interest Period only, commencing on the Original Issue
Date) and ending on the day before the next succeeding Interest Payment
Date.
“LIBOR”
means, with respect to any Interest Period, the rate (expressed as a percentage
per annum) for deposits in U.S. dollars for a three-month period commencing on
the first day of that Interest Period and ending on the next Interest Payment
Date that appears on Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the
Interest Determination Date for that Interest Period. If such rate
does not appear on the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on
the Interest Determination Date for that Interest Period, LIBOR will be
determined on the basis of the rates at which deposits in U.S. dollars for the
Interest Period and in a principal amount of not less than $1,000,000 are
offered to prime banks in the London
interbank market by four major banks
in the London interbank
market (which may include
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A-2
affiliates
of one or more of the underwriters of the Series 2010A Notes) selected by the
Calculation Agent (after consultation with the Company), at approximately 11:00
a.m., London time, on the Interest Determination Date for that Interest
Period. The Calculation Agent will request the principal London
office of each such bank to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR with respect to that Interest
Period will be the arithmetic mean of such quotations. If fewer that
two quotations are provided, LIBOR with respect to that Interest Period will be
the arithmetic mean of the rates quoted by three major banks in New York City
(which may include affiliates of one or more of the underwriters of the Series
2010A Notes) selected by the Calculation Agent (after consultation with the
Company), at approximately 11:00 a.m., New York City time, on the first day of
that Interest Period for loans in U.S. dollars to leading European banks for
that Interest Period and in a principal amount of not less than
$1,000,000. However, if fewer than three banks selected by the
Calculation Agent to provide quotations are quoting as described above, LIBOR
for that Interest Period will be the same as LIBOR as determined for the
previous Interest Period.
“London
Business Day” means a day that is a Business Day and a day on which dealings in
deposits in U. S. dollars are transacted, or with respect to any future date are
expected to be transacted, in the London interbank market.
“Reuters
LIBOR01 Page” means the display designated as Reuters LIBOR01 on the Reuters
3000 Xtra (or such other page as may replace the Reuters LIBOR01 Page on that
service, or such other service as may be nominated as the information vendor,
for the purpose of displaying rates or prices comparable to the London Interbank
Offered rate for U.S. dollar deposits).
Payments of interest on this Note will
include interest accrued to but excluding the respective Interest Payment
Dates. Interest payments for this Note shall be computed and paid on
the basis of the actual number of days elapsed over a 360-day year. A
“Business Day” shall mean any day other than a Saturday or a Sunday or a day on
which banking institutions in New York City are authorized or required by law or
executive order to remain closed or a day on which the Corporate Trust Office of
the Trustee is closed for business.
Payment of the principal of and
interest due at the Stated Maturity or earlier redemption of the Series 2010A
Notes shall be made upon surrender of the Series 2010A Notes at the Corporate
Trust Office of the Trustee. The principal of and interest on the
Series 2010A Notes shall be paid in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts. Payment of interest (including interest on an Interest
Payment Date) will be made, subject to such surrender where applicable, at the
option of the Company, (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or (ii) by wire
transfer or other electronic transfer at such place and to such account at a
banking institution in the United States as may be designated in writing to the
Trustee at least 16 days prior to the date for payment by the Person entitled
thereto.
REFERENCE IS HEREBY MADE TO THE FURTHER
PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS
PLACE.
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A-3
Unless the certificate of
authentication hereon has been executed by the Trustee by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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A-4
IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its corporate
seal.
Dated:
GEORGIA
POWER COMPANY
By: ___________________________________________
Name:
Title:
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|
Attest:
_________________________________
Name:
Title:
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{Seal of
GEORGIA POWER COMPANY appears here}
CERTIFICATE
OF AUTHENTICATION
This is one of the Senior Notes
referred to in the within-mentioned Indenture.
THE
BANK OF NEW YORK MELLON,
as
Trustee
By: _________________________________________________
Authorized Signatory
|
(Reverse
Side of Note)
This Note is one of a duly authorized
issue of Senior Notes of the Company (the “Notes”), issued and issuable in one
or more series under a Senior Note Indenture, dated as of January 1, 1998, as
supplemented (the “Indenture”), between the Company and The Bank of New York
Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase
Manhattan Bank)), as Trustee (the “Trustee,” which term includes any successor
trustee under the Indenture), to which Indenture and all indentures incidental
thereto reference is hereby made for a statement of the respective rights,
limitation of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes issued thereunder and of the terms upon
which said Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face
hereof as Series 2010A Floating Rate Senior Notes due March 15, 2013 (the
“Series 2010A Notes”) which is unlimited in aggregate principal
amount. Capitalized terms used herein for which no definition is
provided herein shall have the meanings set forth in the Indenture.
The Company shall have the right,
subject to the terms and conditions of the Indenture, to redeem this Note on or
after March 15, 2012 at the option of the Company, without premium or penalty,
in whole or in part, at a Redemption Price equal to 100% of the principal amount
to be redeemed plus accrued but unpaid interest to the Redemption
Date. If a Redemption Date is not a Business Day, the principal and
interest due on such Redemption Date will be payable on the next succeeding
Business Day, and no interest shall accrue for the intervening
period.
In the event of redemption of this Note
in part only, a new Note or Notes of this series for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the surrender
hereof.
The Series 2010A Notes will not have a
sinking fund.
If an Event of Default with respect to
the Notes of this series shall occur and be continuing, the principal of the
Notes of this series may be declared due and payable in the manner, with the
effect and subject to the conditions provided in the Indenture.
The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Notes of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Notes at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Notes of each series
at the time Outstanding, on behalf of the Holders of all Notes of such series,
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 Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Note.
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A-7
No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rates, and in the
coin or currency, herein prescribed.
As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Note is
registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company for such
purpose, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar and duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Notes of this series, of authorized denominations and of like
tenor and for the same aggregate principal amount, will be issued to the
designated transferee or transferees. 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 Note
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 Note is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
The Notes of this series are issuable
only in registered form without coupons in denominations of $1,000 and any
integral multiple thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Notes of this series are exchangeable
for a like aggregate principal amount of Notes of this series of a different
authorized denomination, as requested by the Holder surrendering the same upon
surrender of the Note or Notes to be exchanged at the office or agency of the
Company.
This Note shall be governed by, and
construed in accordance with, the internal laws of the State of New
York.
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A-8
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM- |
as
tenants in
common
|
UNIF GIFT MIN ACT- _______ Custodian ________ |
TEN ENT- |
as
tenants by the
entireties
|
(Cust) (Minor) |
JT TEN- |
as joint
tenants
with right of
survivorship and
not as tenants
in common
|
under Uniform Gifts
to
Minors
Act
________________________
(State)
|
Additional
abbreviations may also be used
though
not on the above list.
FOR VALUE RECEIVED, the undersigned
hereby sell(s) and transfer(s) unto
_________________________________________________________________________________________________________
(please
insert Social Security or other identifying number of
assignee)_________________________________________________________________________________________________________
PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
the
within Note and all rights thereunder, hereby irrevocably constituting and
appointing
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
agent to
transfer said Note on the books of the 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 within instrument in every particular without alteration or
enlargement, or any change
whatever.
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A-9
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EXHIBIT
B
CERTIFICATE
OF AUTHENTICATION
This is one of the Senior Notes
referred to in the within-mentioned Indenture.
THE
BANK OF NEW YORK MELLON,
as
Trustee
By:
Authorized
Signatory
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