Exhibit 4.2
GEORGIA POWER COMPANY
TO
THE BANK OF NEW YORK,
TRUSTEE
THIRTY-THIRD SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 6, 2007
SERIES 2007F 6.05% SENIOR MONTHLY NOTES
DUE DECEMBER 1, 2038
TABLE OF CONTENTS(1)
PAGE
ARTICLE 1..................................................................1
Series 2007F Senior Notes..............................................1
SECTION 101. Establishment............................................1
SECTION 102. Definitions..............................................2
SECTION 103. Payment of Principal and Interest........................2
SECTION 104. Denominations............................................3
SECTION 105. Global Securities........................................3
SECTION 106. Transfer.................................................4
SECTION 107. Redemption at the Company's Option.......................4
ARTICLE 2..................................................................5
Miscellaneous Provisions...............................................5
SECTION 201. Recitals by Company......................................5
SECTION 202. Ratification and Incorporation of Original Indenture.....5
SECTION 203. Executed in Counterparts.................................5
EXHIBIT A..........................................Form of Series 2007F Note
EXHIBIT B......................................Certificate of Authentication
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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.
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THIS THIRTY-THIRD SUPPLEMENTAL INDENTURE is made as of the 6th day of
December, 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-Third 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-Third 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 2007F 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 2007F 6.05% Senior Monthly Notes due December 1, 2038 (the "Series 2007F
Notes").
There are to be authenticated and delivered $100,000,000 principal amount
of Series 2007F Notes, and such principal amount of the Series 2007F Notes may
be increased from time to time pursuant to Section 301 of the Original
Indenture. All Series 2007F 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 2007F Notes. Any such additional Series 2007F
Notes will have the same interest rate, maturity and other terms as those
initially issued. No Series 2007F 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 2007F Notes
shall be issued in definitive fully registered form.
The Series 2007F 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 2007F Notes shall be The Depository Trust Company.
The form of the Trustee's Certificate of Authentication for the Series
2007F Notes shall be in substantially the form set forth in Exhibit B hereto.
Each Series 2007F 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 2007F 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.
"Interest Payment Dates" means the first day of each month, commencing
January 1, 2008.
"Original Issue Date" means December 6, 2007.
"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 December 1, 2038.
SECTION 103. Payment of Principal and Interest. The principal of the Series
2007F Notes shall be due at Stated Maturity (unless earlier redeemed). The
unpaid principal amount of the Series 2007F Notes shall bear interest at the
rate of 6.05% per annum until paid or duly provided for. Interest shall be paid
monthly in arrears on each Interest Payment Date to the Person in whose name the
Series 2007F 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
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Record Date and may either be paid to the Person or Persons in whose name the
Series 2007F 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 2007F 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 2007F 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 2007F Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series 2007F 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 2007F Notes 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.
Payment of the principal and interest due at the Stated Maturity or earlier
redemption of the Series 2007F Notes shall be made upon surrender of the Series
2007F Notes at the Corporate Trust Office of the Trustee. The principal of and
interest on the Series 2007F 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. Denominations. The Series 2007F Notes may be issued in
denominations of $1,000, or any integral multiple thereof.
SECTION 105. Global Securities. The Series 2007F 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 2007F Notes represented
by one or more Global Securities will not be exchangeable for, and will not
otherwise be issuable as, Series 2007F 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 2007F 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.
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Subject to the procedures of the Depositary, a Global Security shall be
exchangeable for Series 2007F 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 2007F Notes. Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for Series
2007F 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 2007F 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 2007F Notes 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 2007F 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 2007F Notes
theretofore selected for redemption in whole or in part, except the unredeemed
portion of any Series 2007F Notes redeemed in part.
SECTION 107. Redemption at the Company's Option. The Series 2007F Notes
will be subject to redemption at the option of the Company, in whole or in part,
without premium or penalty, at any time and from time to time on or after
December 1, 2012, upon not less than 30 nor more than 60 days' notice, at a
redemption price equal to 100% of the principal amount of the Series 2007F Notes
to be redeemed plus any accrued and unpaid interest thereon to the Redemption
Date.
In the event of redemption of the Series 2007F Notes in part only, a new
Series 2007F 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 2007F Notes shall, with
respect to the principal thereof, be divisible by $1,000.
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ARTICLE 2
Miscellaneous Provisions
SECTION 201. Recitals by Company. The recitals in this Thirty-Third
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 2007F Notes and of this Thirty-Third
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 Thirty-Third Supplemental Indenture
shall be read, taken and construed as one and the same instrument.
SECTION 203. Executed in Counterparts. This Thirty-Third 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
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Daniel Lowery Cliff S. Thrasher
Corporate Secretary Executive Vice President,
Chief Financial Officer and Treasurer
ATTEST: THE BANK OF NEW YORK, as Trustee
By: /s/ L. O'Brien By: /s/ Robert A. Massimillo
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L. O'Brien Robert A. Massimillo
Vice President Vice President
EXHIBIT A
FORM OF SERIES 2007F NOTE
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NO. ___ CUSIP NO. 373334JH5
GEORGIA POWER COMPANY
SERIES 2007F 6.05% SENIOR MONTHLY NOTE
DUE DECEMBER 1, 2038
Principal Amount: $__________________
Regular Record Date: 15th calendar day prior to Interest Payment
Date (whether or not a Business Day)
Original Issue Date: December 6, 2007
Stated Maturity: December 1, 2038
Interest Payment Dates: The first day of each month, commencing
January 1, 2008
Interest Rate: 6.05% per annum
Authorized Denominations: $1,000 or any integral multiple thereof
Georgia Power Company, a Georgia corporation (the "Company", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to ______________,
or registered assigns, the principal sum of ______________ DOLLARS ($_________)
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, monthly in arrears on each Interest Payment Date as specified above,
commencing January 1, 2008, 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 2007F Notes shall be made upon surrender of the
Series 2007F Notes at the Corporate Trust Office of the Trustee. The principal
of and interest on the Series 2007F 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
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(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)), 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 2007F 6.05% Senior Monthly Notes due December 1, 2038 (the
"Series 2007F 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 at any time on or after December 1, 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
any accrued but unpaid interest thereon to the Redemption Date.
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 2007F 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
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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.
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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.
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Dated:
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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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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
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