Exhibit 4.2
GEORGIA POWER COMPANY
TO
THE BANK OF NEW YORK,
TRUSTEE.
THIRTY-FIRST SUPPLEMENTAL INDENTURE
DATED AS OF JULY 17, 2007
$300,000,000
SERIES 2007D 6.375% SENIOR NOTES
DUE JULY 15, 2047
TABLE OF CONTENTS(1)
PAGE
ARTICLE 1...................................................................1
Series 2007D Senior Notes...............................................1
SECTION 101. Establishment.............................................1
SECTION 102. Definitions...............................................2
SECTION 103. Payment of Principal and Interest.........................3
SECTION 104. Denominations.............................................4
SECTION 105. Global Securities.........................................4
SECTION 106. Transfer..................................................4
SECTION 107. Redemption at the Company's Option........................5
SECTION 108. Mandatory Redemption......................................5
ARTICLE 2...................................................................5
Special Insurance Provisions............................................5
SECTION 201. Supplemental Indentures...................................5
SECTION 202. Events of Default and Remedies............................6
SECTION 203. Insurance Policy Payment Procedures.......................6
SECTION 204. Application of Term "Outstanding" to Series 2007D
Notes.....................................................7
SECTION 205. Insurer as Third Party Beneficiary........................7
SECTION 206. Notices...................................................8
SECTION 207. Concerning the Special Insurance Provisions...............8
ARTICLE 3...................................................................8
Miscellaneous Provisions................................................8
SECTION 301. Recitals by Company.......................................8
SECTION 302. Ratification and Incorporation of Original Indenture......8
SECTION 303. Executed in Counterparts..................................8
EXHIBIT A Form of Series 2007D Note
EXHIBIT B Certificate of Authentication
(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.
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THIS THIRTY-FIRST SUPPLEMENTAL INDENTURE is made as of the
17th day of July, 2007, 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, 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 (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 Thirty-First 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 Thirty-First 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 2007D 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 2007D 6.375% Senior Notes due July 15, 2047 (the "Series 2007D Notes").
There are to be authenticated and delivered $300,000,000 aggregate
principal amount of Series 2007D Notes, and such principal amount of the Series
2007D Notes may be increased from time to time pursuant to Section 301 of the
Original Indenture. All Series 2007D 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 2007D Notes. Any such additional Series 2007D
Notes will have the same interest rate, maturity and other terms, including the
benefit of the Policy (appropriately increased to cover the principal amount of
and interest due on the additional Series 2007D Notes), as those initially
issued. No Series 2007D 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 2007D Notes shall be
issued in definitive fully registered form.
The Series 2007D 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 2007D Notes shall be The Depository Trust
Company.
The form of the Trustee's Certificate of Authentication for the Series
2007D Notes shall be in substantially the form set forth in Exhibit B hereto.
Each Series 2007D 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 2007D 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.
"Insurance Agreement" means that certain Insurance Agreement, dated as
of July 17, 2007, by and between the Company and the Insurer.
"Insurance Paying Agent" means U.S. Bank Trust National Association, or
any successor thereto, under the Policy.
"Insurer" means MBIA Insurance Corporation, a New York domiciled stock
insurance corporation.
"Interest Payment Dates" means January 15, April 15, July 15 and
October 15 of each year, commencing October 15, 2007.
"Mandatory Redemption Event" means the Company's failure to comply with
(i) Section 1.02 of the Insurance Agreement, the continuance of such failure for
a period in excess of 10 days after receipt by the Company of written notice
thereof from the Insurer and the receipt by the Trustee of notice thereof in
accordance with Section 108 hereof; or (ii) Section 3.01 or Section 3.02 of the
Insurance Agreement, the continuance of such failure for a period in excess of
30 days after receipt by the Company of written notice thereof from the Insurer
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and the receipt by the Trustee of notice thereof in accordance with Section 108
hereof.
"Original Issue Date" means July 17, 2007.
"Policy" means the financial guaranty insurance policy issued by the
Insurer with respect to regularly scheduled payments due for principal of and
interest on the Series 2007D Notes as provided in such policy.
"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 (whether or not a Business Day).
"Stated Maturity" means July 17, 2007.
SECTION 103. Payment of Principal and Interest. The principal of the
Series 2007D Notes shall be due at Stated Maturity (unless earlier redeemed).
The unpaid principal amount of the Series 2007D Notes shall bear interest at the
rate of 6.375% per annum 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 2007D Notes are registered 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 2007D 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 2007D 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 2007D 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 2007D Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series 2007D Notes shall be computed and paid on the basis of a
360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Series 2007D Notes is not a Business Day, then a
payment of the interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in respect
of any such delay), with the same force and effect as if made on the date the
payment was originally payable.
Payment of the principal and interest due at the Stated Maturity or
earlier redemption of the Series 2007D Notes shall be made upon surrender of the
Series 2007D Notes at the Corporate Trust Office of the Trustee. The principal
of and interest on the Series 2007D 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
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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. Denominations. The Series 2007D Notes may be issued in
denominations of $25, or any integral multiple thereof.
SECTION 105. Global Securities. The Series 2007D 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 2007D Notes represented
by one or more Global Securities will not be exchangeable for, and will not
otherwise be issuable as, Series 2007D 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 2007D 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, Global Security shall be
exchangeable for Series 2007D 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 2007D Notes. Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for Series
2007D Notes registered in such names as the Depositary shall direct.
SECTION 106. Transfer. No service charge will be made for any transfer
or exchange of Series 2007D 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 2007D Notes, except to the Insurer, during a period beginning at the
opening of business fifteen (15) days before the date of the mailing of a notice
pursuant to Section 1104 of the Original Indenture identifying the serial
numbers of the Series 2007D Notes to be called for redemption, and ending at the
close of business on the day of the mailing, or (b) to issue, transfer or
exchange any Series 2007D Notes theretofore selected for redemption in whole or
in part, except the unredeemed portion of any Series 2007D Notes redeemed in
part.
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SECTION 107. Redemption at the Company's Option. The Series 2007D Notes
will be subject to redemption at the option of the Company in whole or in part,
without premium or penalty, at any time or from time to time on or after July
15, 2012, upon not less than 30 nor more than 60 days' notice, at a Redemption
Price equal to 100% of the principal amount to be redeemed plus any accrued and
unpaid interest thereon to the Redemption Date.
In the event of redemption of the Series 2007D Notes in part only, a
new Series 2007D Note or Notes for the unredeemed portion will be issued in the
name or names of the Holders thereof upon the surrender thereof.
Notice of redemption pursuant to this Section 107 shall be given as
provided in Section 1104 of the Original Indenture.
Any redemption of less than all of the Series 2007D Notes shall, with
respect to the principal thereof, be divisible by $25.
SECTION 108. Mandatory Redemption. Upon the occurrence of a Mandatory
Redemption Event, the Company shall redeem the Series 2007D Notes, in whole but
not in part, prior to the Stated Maturity upon not less than 30 nor more than 60
days' notice at a Redemption Price equal to (i) 102% of the principal amount to
be redeemed plus any accrued and unpaid interest thereon to the Redemption Date
if the Redemption Date is prior to July 15, 2012 or (ii) 100% of the principal
amount to be redeemed plus any accrued and unpaid interest thereon to the
Redemption Date if the Redemption Date is on or after July 15, 2012. A Mandatory
Redemption Event will be deemed to have occurred at the time that the Trustee
receives written notice from the Insurer of the occurrence of a Mandatory
Redemption Event and such notice shall constitute the notice required by Section
1102 of the Original Indenture and shall not be required to be evidenced by a
Board Resolution. Subject to the notice requirements set forth herein, the
Company shall redeem the Series 2007D Notes on a date fixed by the Company
within 60 days after the occurrence of the Mandatory Redemption Event. Any
notice of redemption required to be given by the Trustee in connection with a
redemption required by this Section 108 need not be given earlier than 15 days
after the date the Trustee receives notice of a Mandatory Redemption Event
pursuant to this Section 108.
Notice of redemption pursuant to this Section 108 shall be given as
provided in Section 1104 of the Original Indenture.
ARTICLE 2
Special Insurance Provisions
SECTION 201. Supplemental Indentures. The consent of the Insurer shall
be required with respect to any indenture or indentures supplemental to the
Original Indenture requiring the consent of the Holders of the Series 2007D
Notes pursuant to Section 902 of the Original Indenture.
5
SECTION 202. Events of Default and Remedies. Subject to Section 107 of
the Original Indenture and to the Trust Indenture Act, including, without
limitation, Sections 316(a)(1) and 317(a) thereof, if an Event of Default occurs
with respect to the Series 2007D Notes and is continuing, the Insurer shall be
entitled to control and direct the enforcement of all rights and remedies
granted to the Holders of the Series 2007D Notes or the Trustee for the benefit
of the Holders of the Series 2007D Notes under the Indenture, including, without
limitation, (i) the right to accelerate the principal of the Series 2007D Notes
as provided in Section 502 of the Original Indenture, and (ii) the right to
annul any such declaration of acceleration, and the Insurer shall also be
entitled to approve any waiver of an Event of Default with respect to the Series
2007D Notes, the obligation of the Trustee to comply with any such direction to
be subject to compliance with the conditions set forth in Sections 512 and
603(e) of the Original Indenture (as if references in those Sections to Holders
were references to the Insurer) and the protections provided to the Trustee by
Section 601(c)(3) of the Original Indenture shall be applicable with respect to
any direction from the Insurer given pursuant hereto (as if references in said
Section to Holders were references to the Insurer).
SECTION 203. Insurance Policy Payment Procedures. (a) If the Trustee
does not have sufficient funds for any payment of interest on the Series 2007D
Notes due on an Interest Payment Date or for the payment of principal thereon
due at Stated Maturity or if the Trustee has notice that any Holder has been
required to disgorge payments of principal or interest on the Series 2007D Notes
to a trustee in bankruptcy or creditors or others pursuant to a final judgment
by a court of competent jurisdiction that such payment constitutes an avoidable
preference to such Holder within the meaning of any applicable bankruptcy laws,
then the Trustee shall notify the Insurer or its designee of such fact by
telephone or telegraphic notice, confirmed in writing by registered or certified
mail.
(b) The Trustee is hereby irrevocably designated, appointed,
directed and authorized to act as attorney-in-fact for Holders of the Series
2007D Notes as follows:
1. If and to the extent there is a deficiency in amounts
required to pay interest on the Series 2007D Notes due on an Interest
Payment Date, the Trustee shall (a) execute and deliver to the
Insurance Paying Agent, in form satisfactory to the Insurance Paying
Agent, an instrument appointing the Insurer as agent for such Holders
in any legal proceeding related to the payment of such interest and an
assignment to the Insurer of the claims for interest to which such
deficiency relates and which are paid by the Insurer, (b) receive as
designee of the respective Holders (and not as Trustee) in accordance
with the tenor of the Policy payment from the Insurance Paying Agent
with respect to the claims for interest so assigned, and (c) disburse
the same to such respective Holders; and
2. If and to the extent of a deficiency in amounts required to
pay principal of the Series 2007D Notes due at Stated Maturity, the
Trustee shall (a) execute and deliver to the Insurance Paying Agent in
form satisfactory to the Insurance Paying Agent an instrument
appointing the Insurer as agent for such Holders in any legal
proceeding relating to the payment of such principal and an assignment
to the Insurer of any of the Series 2007D Notes surrendered to the
Insurance Paying Agent to the extent of the principal amount thereof as
has not previously been paid or for which moneys are not held by the
6
Trustee and available for such payment (but such assignment shall be
delivered only if payment from the Insurance Paying Agent is received),
(b) receive as designee of the respective Holders (and not as Trustee)
in accordance with the tenor of the Policy payment therefor from the
Insurance Paying Agent, and (c) disburse the same to such Holders.
(c) Payments with respect to claims for interest on and principal
of Series 2007D Notes disbursed by the Trustee from proceeds of the Policy shall
not be considered to discharge the obligation of the Company with respect to
such Series 2007D Notes, and the Insurer shall become the owner of such unpaid
Series 2007D Notes and claims for the interest thereon in accordance with the
tenor of the assignment made to it under the provisions of the preceding
subsection or otherwise
(d) Irrespective of whether any such assignment is executed and
delivered, the Company and the Trustee hereby agree for the benefit of the
Insurer that,
1. They recognize that to the extent the Insurer makes
payments, directly or indirectly (as by paying through the Trustee), on
account of principal of or interest on the Series 2007D Notes, the
Insurer will be subrogated to the rights of such Holders to receive the
amount of such principal and interest from the Company, with interest
thereon as provided and solely from the sources stated in the Indenture
and the Series 2007D Notes; and
2. They will accordingly pay to the Insurer the amount of such
principal and interest (including principal and interest recovered
under subparagraph (ii) of the first paragraph of the Policy, which
principal and interest shall be deemed past due and not to have been
paid), with interest thereon as provided in the Indenture and the
Series 2007D Notes, but only from the sources and in the manner
provided herein for the payment of principal of and interest on the
Series 2007D Notes to Holders, and will otherwise treat the Insurer as
the owner of such rights to the extent of the amount of such principal
and interest.
SECTION 204. Application of Term "Outstanding" to Series 2007D Notes.
In the event that the principal and/or interest due on the Series 2007D Notes
shall be paid by the Insurer pursuant to the Policy, the Series 2007D Notes
shall remain Outstanding for all purposes of the Indenture, not be considered
defeased or otherwise satisfied and not be considered paid by the Company, and
the Indenture and all covenants, agreements and other obligations of the Company
to the Holders of the Series 2007D Notes shall continue to exist and such
covenants, agreements and other obligations shall run to the benefit of the
Insurer, and the Insurer shall be subrogated to the rights of such Holders to
the extent of each such payment.
SECTION 205. Insurer as Third Party Beneficiary. To the extent that the
Indenture confers upon or gives or grants to the Insurer any right, remedy or
claim under or by reason of the Indenture, the Insurer is hereby explicitly
recognized as being a third-party beneficiary hereunder and may enforce any such
right, remedy or claim conferred, given or granted hereunder.
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SECTION 206. Notices. Any notice that is required to be given to a
Holder of a Series 2007D Note or to the Trustee pursuant to the Indenture shall
also be provided to the Insurer. All notices required to be given to the Insurer
under the Indenture shall be in writing and shall be sent by registered or
certified mail addressed to MBIA Insurance Corporation, 113 King Street, Armonk,
New York 10504, Attention: Surveillance.
SECTION 207. Concerning the Special Insurance Provisions. The
provisions of this Article 2 shall apply notwithstanding anything in the
Indenture to the contrary, but only so long as the Policy shall be in full force
and effect and the Insurer is not in default thereunder.
ARTICLE 3
Miscellaneous Provisions
SECTION 301. Recitals by Company. The recitals in this Thirty-First
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 2007D Notes and of this Thirty-First
Supplemental Indenture as fully and with like effect as if set forth herein in
full.
SECTION 302. 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 Thirty-First Supplemental Indenture
shall be read, taken and construed as one and the same instrument.
SECTION 303. Executed in Counterparts. This Thirty-First 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: GEORGIA POWER COMPANY
By: /s/ Daniel Lowery By: /s/ Cliff S. Thrasher
-------------------------- --------------------------------
Name: Daniel Lowery Name: Cliff S. Thrasher
Title: Corporate Secretary Title: Executive Vice President,
Chief Financial Officer
and Treasurer
ATTEST: THE BANK OF NEW YORK, as Trustee
By: /s/ Remo J. Reale By: /s/ Van K. Brown
-------------------------- --------------------------------
Name: Remo J. Reale Name: Van K. Brown
Title: Vice President Title: Vice President
EXHIBIT A
FORM OF SERIES 2007D NOTE
10
NO. ____ CUSIP NO. 373334 465
GEORGIA POWER COMPANY
SERIES 2007D 6.375% SENIOR NOTE
DUE JULY 15, 2047
Principal Amount: $____________
Regular Record Date: 15th calendar day prior to Interest Payment
Date (whether or not a Business Day)
Original Issue Date: July 17, 2007
Stated Maturity: July 15, 2047
Interest Payment Dates: January 15, April 15, July 15 and October 15
Interest Rate: 6.375% per annum
Authorized Denominations: $25 or any integral multiple thereof
Georgia Power Company, a Georgia corporation (the "Company", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
_____________________, or registered assigns, the principal sum of
___________________________DOLLARS ($___________) 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 October 15, 2007,
and on the Stated Maturity (or upon earlier redemption) at the rate per annum
shown above until the principal hereof is paid or made available for payment and
at such rate 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.
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 a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on this Note is
not a Business Day, then payment of the interest payable on such date will be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay), 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 or
earlier redemption of the Series 2007D Notes shall be made upon surrender of the
Series 2007D Notes at the Corporate Trust Office of the Trustee. The principal
of and interest on the Series 2007D 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.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
GEORGIA POWER COMPANY
By:
-----------------------
Title:
Attest:
- ---------------------------------
Title:
{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,
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 (as successor to JPMorgan Chase
Bank, N.A. (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 2007D 6.375% Senior Notes due July 15, 2047 (the "Series
2007D 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 2007D Notes (i) shall, from time to time, on or after July
15, 2012 upon not less than 30 nor more than 60 days' notice to the Holders
thereof, be subject to redemption at the option of the Company, without premium,
in whole or in part, at a Redemption Price equal to 100% of the principal amount
of the Series 2007D Notes to be redeemed plus accrued and unpaid interest on the
Series 2007D Notes to the Redemption Date and (ii) upon the occurrence of a
"Mandatory Redemption Event" (as defined below), shall be subject to mandatory
redemption, upon not less than 30 nor more than 60 days' notice, in whole but
not in part, at a Redemption Price equal to (A) 102% of the principal amount of
the Series 2007D Notes plus accrued and unpaid interest to the Redemption Date
if the Redemption Date is prior to July 15, 2012 or (B) 100% of the principal
amount of the Series 2007D Notes plus accrued and unpaid interest to the
Redemption Date if the Redemption Date is on or after July 15, 2012. "Mandatory
Redemption Event" means the Company's failure to comply with (x) Section 1.02 of
the Insurance Agreement, dated as of July 17, 2007 (the "Insurance Agreement"),
by and between the Company and MBIA Insurance Corporation (the "Insurer"), the
continuance of such failure for a period in excess of 10 days after receipt by
the Company of written notice thereof from the Insurer and the receipt by the
Trustee of notice thereof, or (y) Section 3.01 or Section 3.02 of the Insurance
Agreement, the continuance of such failure for a period in excess of 30 days
after receipt by the Company of written notice thereof from the Insurer and the
receipt by the Trustee of notice thereof. Subject to the notice requirements of
the Indenture, the Company shall redeem the Series 2007D Notes within 60 days
after the occurrence of the Mandatory Redemption Event.
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 2007D 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
5
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 $25 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.
6
STATEMENT OF INSURANCE
MBIA Insurance Corporation (the "Insurer") has issued a financial
guaranty insurance policy (the "Policy") containing the following provisions,
such policy being on file at The Bank of New York, 101 Barclay Street, Floor 8W,
New York, New York 10286
The Insurer, in consideration of the payment of the premium and subject
to the terms of the Policy, hereby unconditionally and irrevocably guarantees to
any owner, as hereinafter defined, of the following described obligations, the
full and complete payment required to be made by or on behalf of the Company to
The Bank of New York or its successor (the "Paying Agent") of an amount equal to
(i) the principal of (at the stated maturity) and interest on, the Obligations
(as that term is defined below) as such payments shall become due but shall not
be so paid (except that in the event of any acceleration of the due date of such
principal by reason of mandatory or optional redemption or acceleration
resulting from default or otherwise, the payments guaranteed hereby shall be
made in such amounts and at such times as such payments of principal would have
been due had there not been any such acceleration, unless the Insurer elects in
its sole discretion to pay in whole or in part any principal due by reason of
such acceleration); and (ii) the reimbursement of any such payment which is
subsequently recovered from any owner pursuant to a final judgment by a court of
competent jurisdiction that such payment constitutes an avoidable preference to
such owner within the meaning of any applicable bankruptcy law. The amounts
referred to in clauses (i) and (ii) of the preceding sentence shall be referred
to herein collectively as the "Insured Amounts." "Obligations" shall mean:
$300,000,000
GEORGIA POWER COMPANY
SERIES 2007D 6.375% SENIOR NOTES
DUE JULY 15, 2047
Upon receipt of telephonic or telegraphic notice, such notice
subsequently confirmed in writing by registered or certified mail, or upon
receipt of written notice by registered or certified mail, by the Insurer from
the Paying Agent or any owner of an Obligation the payment of an Insured Amount
for which is then due, that such required payment has not been made, the Insurer
on the due date of such payment or within one Business Day after receipt of
notice of such nonpayment, whichever is later, will make a deposit of funds, in
an account with U.S. Bank Trust National Association, in New York, New York, or
its successor, sufficient for the payment of any such Insured Amounts which are
then due. Upon presentment and surrender of such Obligations or presentment of
such other proof of ownership of the Obligations, together with any appropriate
instruments of assignment to evidence the assignment of the Insured Amounts due
on the Obligations as are paid by the Insurer, and appropriate instruments to
effect the appointment of the Insurer as agent for such owners of the
Obligations in any legal proceeding related to payment of Insured Amounts on the
Obligations, such instrument being in a form satisfactory to U.S. Bank Trust
National Association, U.S. Bank Trust National Association shall disburse to
such owners or the Paying Agent payment of the Insured Amounts due on such
Obligations, less any amount held by the Paying Agent for the payment of such
7
Insured Amounts and legally available therefor. The Policy does not insure
against loss of any prepayment premium which may at any time be payable with
respect to any Obligation.
As used herein, the term "owner" shall mean the registered owner of any
Obligation as indicated in the books maintained by the Paying Agent, the Company
or any designee of the Company for such purpose. The term owner shall not
include the Company or any party whose agreement with the Company constitutes
the underlying security for the Obligations.
Any service of process on the Insurer may be made to the Insurer at its
offices located at 113 King Street, Armonk, New York 10504 and such service of
process shall be valid and binding.
This policy is non-cancellable for any reason. The premium on this
policy is not refundable for any reason including the payment prior to maturity
of the Obligations.
The laws of the State of Georgia prohibit insurers from unfairly
discriminating against any person based upon his or her status as a victim of
family violence.
MBIA Insurance Corporation
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 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.
9
EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Notes referred to in the within-mentioned
Indenture.
THE BANK OF NEW YORK,
as Trustee
By:
------------------------
Authorized Signatory