Exhibit 4.2(a)
ALABAMA POWER COMPANY
TO
JPMORGAN CHASE BANK,
TRUSTEE
SIXTEENTH SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 28, 2002
$350,000,000
SERIES P FLOATING RATE SENIOR NOTES
DUE DECEMBER 29, 2003
TABLE OF CONTENTS1
PAGE
ARTICLE 1 Series P Senior Notes.......................................4
SECTION 101. Establishment............................................4
SECTION 102. Definitions..............................................4
SECTION 103. Payment of Principal and Interest........................6
SECTION 104. Determination of Interest Rate...........................6
SECTION 105. Denominations............................................7
SECTION 106. Global Securities........................................7
SECTION 107. Transfer.................................................8
SECTION 108. Redemption at the Company's Option.......................8
ARTICLE 2 Miscellaneous Provisions.................................8
SECTION 201. Recitals by Company......................................8
SECTION 202. Ratification and Incorporation of Original Indenture.....8
SECTION 203. Executed in Counterparts.................................9
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1 This Table of Contents does not constitute part of the Indenture or have any
bearing upon the interpretation of any of its terms and provisions.
4
THIS SIXTEENTH SUPPLEMENTAL INDENTURE is made as of the 28th day of
June, 2002, by and between ALABAMA POWER COMPANY, an Alabama corporation, 600
North 18th Street, Birmingham, Alabama 35291 (the "Company"), and JPMORGAN CHASE
BANK (formerly known as The Chase Manhattan Bank), a New York banking
corporation, 450 West 33rd Street, New York, New York 10001 (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 December 1, 1997 (the "Original Indenture"), with the
Trustee, as supplemented by a First Supplemental Indenture, dated as of December
12, 1997 (the "First Supplemental Indenture"), a Second Supplemental Indenture,
dated as of February 26, 1998 (the "Second Supplemental Indenture"), a Third
Supplemental Indenture, dated as of April 23, 1998 (the "Third Supplemental
Indenture"), a Fourth Supplemental Indenture, dated as of August 19, 1998 (the
"Fourth Supplemental Indenture"), a Fifth Supplemental Indenture, dated as of
September 17, 1998 (the "Fifth Supplemental Indenture"), a Sixth Supplemental
Indenture, dated as of September 24, 1998 (the "Sixth Supplemental Indenture"),
a Seventh Supplemental Indenture, dated as of October 15, 1998 (the "Seventh
Supplemental Indenture"), an Eighth Supplemental Indenture, dated as of November
3, 1998 (the "Eighth Supplemental Indenture"), a Ninth Supplemental Indenture,
dated as of November 17, 1998 (the "Ninth Supplemental Indenture"), a Tenth
Supplemental Indenture, dated as of May 26, 1999 (the "Tenth Supplemental
Indenture"), an Eleventh Supplemental Indenture, dated as of August 19, 1999
("the Eleventh Supplemental Indenture"), a Twelfth Supplemental Indenture, dated
as of September 30, 1999 (the "Twelfth Supplemental Indenture"), a Thirteenth
Supplemental Indenture, dated as of May 18, 2000 (the "Thirteenth Supplemental
Indenture"), a Fourteenth Supplemental Indenture, dated as of August 29, 2001
and a Fifteenth Supplemental Indenture dated as of August 29, 2001 (the
"Fifteenth Supplemental Indenture");
WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as heretofore supplemented and as further
supplemented by this Sixteenth Supplemental Indenture, is herein called the
"Indenture";
WHEREAS, under the Original Indenture, a new series of Senior Notes
may at any time be established pursuant to 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
4
WHEREAS, all conditions necessary to authorize the execution and
delivery of this Sixteenth 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:
ARTICLE 1
Series P Senior 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 P Floating Rate Senior Notes due December 29, 2003 (the "Series P
Notes").
There are to be authenticated and delivered $350,000,000 principal
amount of Series P Notes, and such principal amount of the Series P Notes may be
increased from time to time pursuant to Section 301 of the Indenture. All Series
P 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
P Notes. Any such additional Series P Notes will have the same interest rate,
maturity and other terms as those initially issued. No Series P Notes shall be
authenticated and delivered in excess of the principal amount as so increased
except as provided by Sections 203, 303, 304 and 907 of the Original Indenture.
The Series P Notes shall be issued in definitive fully registered form.
The Series P 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 P Notes shall be The Depository Trust Company.
The form of the Trustee's Certificate of Authentication for the Series
P Notes shall be in substantially the form set forth in Exhibit B hereto.
Each Series P 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.
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 JPMorgan Chase Bank, 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 March 28, June 28, September 28 and
December 28, commencing September 28, 2002; provided, however, in the event that
any Interest Payment Date would otherwise be a day that is not a Business Day,
the Interest Payment Date will be the next succeeding Business Day, except that
if such Business Day is in the next calendar month, such Interest Payment Date
shall be the immediately preceding Business Day, in each case with the same
force and effect as if made on the date the payment was originally payable.
"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" for any Interest Determination Date will be the Reported Rate
for deposits in U. S. dollars having an index maturity of three months for a
period commencing on the second London Business Day immediately following the
Interest Determination Date in amounts of not less than $1,000,000, at
approximately 11:00 a.m., London time, on the Interest Determination Date.
"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 June 28, 2002.
"Rate Quotation" is defined in Section 104 hereof.
"Regular Record Date" means, with respect to each Interest Payment
Date, the close of business on the 15th calendar day preceding such Interest
Payment Date.
"Reported Rate" means the rate that appears on Telerate Page 3750 or a
successor reporter of such rates selected by the Calculation Agent and
acceptable to the Company.
"Representative Amounts" is defined in Section 104 hereof.
"Stated Maturity" means December 29, 2003.
"Telerate Page 3750" means the display designated on page 3750 on
Moneyline Telerate, Inc. (or such other page as may replace the 3750 page on
that service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for U.
S. dollar deposits).
SECTION 103. Payment of Principal and Interest. The principal of the
Series P Notes shall be due at Stated Maturity. The unpaid principal amount of
the Series P 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 P Notes are registered on the Regular Record Date for such Interest
Payment Date, provided that interest payable at the Stated Maturity of principal
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 P 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 P 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 P 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 P Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series P 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 of the
Series P Notes shall be made upon surrender of the Series P Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Series P 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 Rate. The Series P 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 0.12%; provided, however, that in certain circumstances described
below, the interest rate will be determined without reference to LIBOR. 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 P Notes, the Company and the
Trustee.
If the following circumstances exist on any Interest Determination
Date, the Calculation Agent shall determine the interest rate for the Series P
Notes as follows:
(1) In the event no Reported Rate appears on Telerate Page
3750 as of approximately 11:00 a.m., London time, on an Interest
Determination Date, the Calculation Agent shall request the principal
London offices of each of four major banks in the London interbank
market selected by the Calculation Agent (after consultation with the
Company) to provide a quotation of the rate (the "Rate Quotation") at
which three month deposits in amounts of not less than $1,000,000 are
offered by it to prime banks in the London interbank market, as of
approximately 11:00 a.m., London time, on such Interest Determination
Date, that is representative of single transactions at such time (the
"Representative Amounts"). If at least two Rate Quotations are
provided, the interest rate will be the arithmetic mean of the Rate
Quotations obtained by the Calculation Agent, plus 0.12%.
(2) In the event no Reported Rate appears on Telerate Page
3750 as of approximately 11:00 a.m., London time, on an Interest
Determination Date and there are fewer than two Rate Quotations, the
interest rate will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., New York City time, on such Interest
Determination Date, by three major banks in New York City selected by
the Calculation Agent (after consultation with the Company), for loans
in Representative Amounts in U. S. dollars to leading European banks,
having an index maturity of three months for a period commencing on the
second London Business Day immediately following such Interest
Determination Date, plus 0.12%; provided, however, that if fewer than
three banks selected by the Calculation Agent are quoting such rates,
the interest rate for the applicable Interest Period will be the same
as the interest rate in effect for the immediately preceding Interest
Period.
Upon the request of a Holder of the Series P 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 P Notes may be issued in the
denominations of $1,000, or any integral multiple thereof.
SECTION 106. Global Securities. The Series P 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 P Notes represented by
the Global Security will not be exchangeable for, and will not otherwise be
issuable as, Series P 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 P 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.
A Global Security shall be exchangeable for Series P 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 P Notes. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Series P 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 P 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.
SECTION 108. Redemption at the Company's Option. The Series P Notes
will not be redeemable at the option of the Company prior to the Stated
Maturity.
The Series P Notes will not have a sinking fund.
ARTICLE 2
Miscellaneous Provisions
SECTION 201. Recitals by Company. The recitals in this Sixteenth
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 P Notes and of this Sixteenth 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, the First
Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh
Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth
Supplemental Indenture, the Tenth Supplemental Indenture, the Eleventh
Supplemental Indenture, the Twelfth Supplemental Indenture, the Thirteenth
Supplemental Indenture, the Fourteenth Supplemental Indenture, the Fifteenth
Supplemental Indenture and this Sixteenth Supplemental Indenture shall be read,
taken and construed as one and the same instrument.
SECTION 203. Executed in Counterparts. This Sixteenth 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.
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: ALABAMA POWER COMPANY
By: By:
--------------------------------- --------------------------------
Assistant Secretary William B. Hutchins, III
Executive Vice President,
Chief Financial Officer and
Treasurer
ATTEST: JPMORGAN CHASE BANK, as Trustee
By: By:
----------------------------------------- ------------------------------
Senior Trust Officer Vice President
1
EXHIBIT A
FORM OF SERIES P NOTE
2
NO. __ CUSIP NO. ______________
ALABAMA POWER COMPANY
SERIES P FLOATING RATE SENIOR NOTE
DUE DECEMBER 29, 2003
Principal Amount: $_____________
Regular Record Date: 15th calendar day prior to Interest
Payment Date
Original Issue Date: June 28, 2002
Stated Maturity: December 29, 2003
Interest Payment Dates: March 28, June 28, September 28 and
December 28
Interest Rate: LIBOR plus 0.12% per annum, as set on
each Interest Determination Date
Interest Determination Dates 2nd London Business Day immediately
preceding the first day of the
relevant Interest Period
Authorized Denomination: $1,000 or any integral multiple thereof
2
Alabama Power Company, an Alabama corporation (the "Company", which
term includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
_______________________________________________, or registered assigns, the
principal sum of _________ DOLLARS ($__________) on the Stated Maturity shown
above, 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 September 28, 2002, and on the Stated Maturity at
the rate per annum shown above until the principal hereof is paid or made
available for payment and 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) 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
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 P 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 0.12%; provided, however, that in certain circumstances described
below, the interest rate will be determined without reference to LIBOR. 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 P Notes, the Company and the
Trustee.
If the following circumstances exist on any Interest Determination
Date, the Calculation Agent shall determine the interest rate for the Series P
Notes as follows:
(1) In the event no Reported Rate appears on Telerate Page
3750 as of approximately 11:00 a.m., London time, on an Interest
Determination Date, the Calculation Agent shall request the principal
London offices of each of four major banks in the London interbank
market selected by the Calculation Agent (after consultation with the
Company) to provide a quotation of the rate (the "Rate Quotation") at
which three month deposits in amounts of not less than $1,000,000 are
offered by it to prime banks in the London interbank market, as of
approximately 11:00 a.m., London time, on such Interest Determination
Date, that is representative of single transactions at such time (the
"Representative Amounts"). If at least two Rate Quotations are
provided, the interest rate will be the arithmetic mean of the Rate
Quotations obtained by the Calculation Agent, plus 0.12%.
(2) In the event no Reported Rate appears on Telerate Page
3750 as of approximately 11:00 a.m., London time, on an Interest
Determination Date and there are fewer than two Rate Quotations, the
interest rate will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., New York City time, on such Interest
Determination Date, by three major banks in New York City selected by
the Calculation Agent (after consultation with the Company), for loans
in Representative Amounts in U. S. dollars to leading European banks,
having an index maturity of three months for a period commencing on the
second London Business Day immediately following such Interest
Determination Date, plus 0.12%; provided, however, that if fewer than
three banks selected by the Calculation Agent are quoting such rates,
the interest rate for the applicable Interest Period will be the same
as the interest rate in effect for the immediately preceding Interest
Period.
"Calculation Agent" means JPMorgan Chase Bank, 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" for any Interest Determination Date will be the Reported Rate
for deposits in U. S. dollars having an index maturity of three months for a
period commencing on the second London Business Day immediately following the
Interest Determination Date in amounts of not less than $1,000,000, at
approximately 11:00 a.m., London time, on the Interest Determination Date.
"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.
"Reported Rate" means the rate that appears on Telerate Page 3750 or a
successor reporter of such rates selected by the Calculation Agent and
acceptable to the Company.
"Telerate Page 3750" means the display designated on page 3750 on
Moneyline Telerate, Inc. (or such other page as may replace the 3750 page on
that service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates 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. In the event that any Interest Payment Date would otherwise
be a day that is not a Business Day, the Interest Payment Date will be the next
succeeding Business Day, except that if such Business Day is in the next
calendar month, such Interest Payment Date shall be the immediately preceding
Business Day, in each case with the same force and effect as if made on the date
the payment was originally payable. 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 of
the Series P Notes shall be made upon surrender of the Series P Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Series P 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.
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.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
ALABAMA POWER COMPANY
By:
-----------------------------------------
Vice President
- --------------------------
Attest:
Assistant Secretary
{Seal of ALABAMA POWER COMPANY appears here}
7
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Notes referred to in the within-mentioned
Indenture.
JPMORGAN CHASE BANK,
as Trustee
By:
-----------------------------------------
Authorized Officer
- --------------------------
8
(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 December 1, 1997, as supplemented (the "Indenture"),
between the Company and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), 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 P Floating Rate Senior
Notes due December 29, 2003 (the "Series P 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 Series P Senior Notes will not be redeemable at the option of the
Company prior to the Stated Maturity.
The Series P 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.
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 rate, 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.
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:
[PG NUMBER]
TEN COM- as tenants in UNIF GIFT MIN ACT- _______ Custodian ________
common (Cust) (Minor)
TEN ENT- as tenants by the
entireties under Uniform Gifts to
JT TEN- as joint tenants Minors Act
with right of
survivorship and ________________________
not as tenants (State)
in common
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.
[PG NUMBER]
EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Notes referred to in the within-mentioned
Indenture.
JPMORGAN CHASE BANK,
as Trustee
By:
-----------------------
Authorized Officer