Exhibit 4(d)3
GEORGIA POWER COMPANY
to
CHEMICAL BANK
(Successor by Merger to Chemical Bank New York Trust
Company and The New York Trust Company),
Trustee
SUPPLEMENTAL INDENTURE
Dated as of September 1, 1994
Providing among other things for
FIRST MORTGAGE BONDS
First Pollution Control Series due July 1, 2011
Second Pollution Control Series due July 1, 2011
First Pollution Control Series due July 1, 2019
Second Pollution Control Series due July 1, 2019
Second Pollution Control Series due July 1, 2021
Pollution Control Series due May 1, 2022
SUPPLEMENTAL INDENTURE, dated as of September 1, 1994, made
and entered into by and between GEORGIA POWER COMPANY, a
corporation organized and existing under the laws of the State of
Georgia with its principal office in Atlanta, Fulton County,
Georgia (hereinafter commonly referred to as the "Company"), and
CHEMICAL BANK (successor by merger to Chemical Bank New York
Trust Company and The New York Trust Company), a corporation
organized and existing under the laws of the State of New York,
with its principal corporate trust office in the Borough of
Manhattan, The City of New York (hereinafter commonly referred to
as the "Trustee"), as Trustee under the Indenture dated as of
March 1, 1941 originally entered into between the Company and The
New York Trust Company, as Trustee (hereinafter sometimes
referred to as the "Original Indenture" and said The New York
Trust Company being hereinafter sometimes referred to as the
"Original Trustee"), securing bonds issued and to be issued as
provided therein, which Original Indenture has heretofore been
supplemented and amended by various supplemental indentures
(which Original Indenture as so supplemented and amended is
hereinafter sometimes referred to as the "Indenture").
WHEREAS the Company and the Original Trustee have executed
and delivered the Original Indenture for the purpose of securing
an issue of bonds of the 3-1/2% Series due 1971 described therein
and such additional bonds as may from time to time be issued
under and in accordance with the terms of the Indenture, the
aggregate principal amount of bonds to be secured thereby being
presently limited to $5,000,000,000 at any one time outstanding
(except as provided in Section 2.01 of the Indenture), and the
Original Indenture is of record in the public office of each
county in the States of Georgia, Alabama, Tennessee and South
Carolina, and in the public office of the District of Columbia,
in which this Supplemental Indenture is to be recorded, and the
Original Indenture is on file at the principal corporate trust
office of the Trustee; and
WHEREAS the Company and the Trustee have executed and
delivered various supplemental indentures for the purpose, among
others, of further securing said bonds and of creating the bonds
of other series described therein, which supplemental indentures
described and set forth additional property conveyed thereby and
are also of record in the public offices of some or all of the
counties in the States of Georgia, Alabama, Tennessee and South
Carolina in which this Supplemental Indenture is to be recorded,
and one of which supplemental indentures is also of record in the
public office of the District of Columbia, and said supplemental
indentures are also on file at the principal corporate trust
office of the Trustee; and
WHEREAS the Company and the Trustee have executed and
delivered the Supplemental Indenture dated as of May 15, 1991, by
which the third paragraph of Section 1.02 of the Indenture was
amended to read as follows:
"The term 'Board of Directors' shall mean the
Board of Directors of the Company or any committee of
the Board of Directors of the Company authorized, with
respect to any particular matter, to exercise the power
of the Board of Directors of the Company."; and
WHEREAS the Indenture provides for the issuance of bonds
thereunder in one or more series and the Company, by appropriate
corporate action in conformity with the terms of the Indenture,
has duly determined to create six series of bonds under the
Indenture to be designated, respectively, as "First Pollution
Control Series due July 1, 2011" (hereinafter sometimes referred
to as the "new First 2011 Series Bonds"), "Second Pollution
Control Series due July 1, 2011" (hereinafter sometimes referred
to as the "new Second 2011 Series Bonds"), "First Pollution
Control Series due July 1, 2019" (hereinafter sometimes referred
to as the "new First 2019 Series Bonds"), "Second Pollution
Control Series due July 1, 2019" (hereinafter sometimes referred
to as the "new Second 2019 Series Bonds"), "Second Pollution
Control Series due July 1, 2021" (hereinafter sometimes referred
to as the "new Second 2021 Series Bonds") and "Pollution Control
Series due May 1, 2022" (hereinafter sometimes referred to as the
"new 2022 Series Bonds") (the new First 2011 Series Bonds, the
new Second 2011 Series Bonds, the new First 2019 Series Bonds,
the new Second 2019 Series Bonds, the new Second 2021 Series
Bonds and the new 2022 Series Bonds being hereinafter sometimes
referred to collectively as the "new Bonds"), each of which bonds
shall also bear the descriptive title "First Mortgage Bond", the
bonds of each such series to bear interest as herein provided and
to mature on the date designated in the title thereof; and
WHEREAS by a Plan of Merger dated June 11, 1959, effective
September 8, 1959, between The New York Trust Company and
Chemical Corn Exchange Bank, said The New York Trust Company was
merged into said Chemical Corn Exchange Bank which continued
under the name and style of Chemical Bank New York Trust Company;
and by a Plan of Merger dated November 26, 1968, effective
February 17, 1969, among Chemical New York Corporation, Chemical
Bank New York Trust Company and Chemical Bank, said Chemical Bank
New York Trust Company was merged into said Chemical Bank which
continued under the name and style of Chemical Bank; and by
virtue of said mergers Chemical Bank has become successor to The
New York Trust Company and Chemical Bank New York Trust Company,
as Trustee under the Indenture, and has become vested with all of
the title to the mortgaged property and trust estate; and with
the trusts, powers, discretions, immunities, privileges and all
other matters as were vested in said The New York Trust Company
and said Chemical Bank New York Trust Company under the
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Indenture, with like effect as if originally named as Trustee
therein; and
WHEREAS each of the new Bonds of each series is to be
substantially in the following form, with appropriate insertions
and deletions, to wit:
[FORM OF NEW BOND OF EACH SERIES]
GEORGIA POWER COMPANY
FIRST MORTGAGE BOND, [_____] POLLUTION CONTROL SERIES
DUE ______ 1, ____
No. $
Georgia Power Company, a Georgia corporation (hereinafter
called the "Company"), for value received, hereby promises to pay
to NationsBank of Georgia, National Association, Atlanta, Georgia
(as trustee under a Trust Indenture dated as of ______, ____ of
[the Albany Dougherty Payroll Development Authority] [the
Development Authority of _______ County], relating to the Revenue
Bonds (hereinafter mentioned)), or registered assigns, the
principal sum of _____________________ Dollars on _______ 1,
____, and to pay to the registered owner hereof interest on said
sum from the latest interest payment date to which interest has
been paid on the bonds of this series preceding the date hereof,
unless the date hereof be an interest payment date to which
interest is being paid, in which case from the date hereof, at
the same rates, until the principal hereof shall have become due
and payable, payable on the same dates, as the Revenue Bonds
pursuant to the Revenue Indenture (hereinafter mentioned).
The obligation of the Company to make payments with respect
to the principal of and premium, if any, and interest on bonds of
this series shall be fully or partially, as the case may be,
satisfied and discharged to the extent that, at any time that any
such payment shall be due, the Company shall have made payments
as required by the Company's Note dated ________, ____ issued
pursuant to Section 3.2 of the Loan Agreement dated as of
_________ 1, ____ between [the Albany Dougherty Payroll
Development Authority] [the Development Authority of _______
County] and the Company, relating to the Revenue Bonds
(hereinafter mentioned), sufficient to pay fully or partially the
then due principal of and premium, if any, and interest on [the
Albany Dougherty Payroll Development Authority (Georgia)] [the
Development Authority of _____ County (Georgia)] Pollution
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Control Revenue Bonds (Georgia Power Company Plant ______
Project), _____ Series ____ (hereinafter referred to as the
"Revenue Bonds") or there shall be on deposit with the trustee
pursuant to the Trust Indenture dated as of _______ 1, ____ of
[the Albany Dougherty Payroll Development Authority] [the
Development Authority of _____ County] to NationsBank of Georgia,
National Association, Atlanta, Georgia, as trustee, relating to
the Revenue Bonds (hereinafter referred to as the "Revenue
Indenture"), sufficient available funds to pay fully or partially
the then due principal of and premium, if any, and interest on
the Revenue Bonds.
This bond is one of the bonds issued and to be issued from
time to time under and in accordance with and all secured by an
indenture of mortgage or deed of trust dated as of March 1, 1941
given by the Company to The New York Trust Company, to which
Chemical Bank is successor by merger (hereinafter sometimes
referred to as the "Trustee"), as Trustee, and indentures
supplemental thereto, to which indenture and indentures
supplemental thereto (hereinafter referred to collectively as the
"Indenture") reference is hereby made for a description of the
property mortgaged and pledged, the nature and extent of the
security and the rights, duties and immunities thereunder of the
Trustee and the rights of the holders of said bonds and of the
Trustee and of the Company in respect of such security. By the
terms of the Indenture the bonds to be secured thereby are
issuable in series which may vary as to date, amount, date of
maturity, rate of interest and in other respects as in the
Indenture provided.
Upon notice given by mailing the same, by first class mail
postage prepaid, not less than thirty nor more than forty-five
days prior to the date fixed for redemption to each registered
holder of a bond to be redeemed (in whole or in part) at the last
address of such holder appearing on the registry books, any or
all of the bonds of this series may be redeemed by the Company at
any time and from time to time by the payment of the principal
amount thereof and accrued interest thereon to the date fixed for
redemption, if redeemed by the operation of the improvement fund
or the replacement fund provisions of the Indenture or by the use
of proceeds of released property, as more fully set forth in the
Indenture.
In the manner provided in the Indenture, the bonds of this
series shall also be redeemable in whole, by payment of the
principal amount thereof plus accrued interest thereon to the
date fixed for redemption, upon receipt by the Trustee of a
written demand from the trustee under the Revenue Indenture
stating that the principal amount of all the Revenue Bonds then
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outstanding under the Revenue Indenture has been declared
immediately due and payable pursuant to the provisions of
Section ____ of the Revenue Indenture. As provided in the
Indenture, the date fixed for such redemption may be not more
than 180 days after receipt by the Trustee of the aforesaid
written demand and shall be specified in a notice of redemption
given not more than 10 nor less than 5 days prior to the date so
fixed for such redemption. As in the Indenture provided, such
notice of redemption shall be rescinded and become null and void
for all purposes under the Indenture upon rescission of the
aforesaid written demand or the aforesaid declaration of maturity
under the Revenue Indenture, and thereupon no redemption of the
bonds of this series and no payments in respect thereof as
specified in such notice of redemption shall be effected or
required.
In the manner provided in the Indenture, the bonds of this
series are also redeemable in whole or in part upon receipt by
the Trustee of a written demand from the trustee under the
Revenue Indenture specifying a principal amount of Revenue Bonds
which have been called for redemption pursuant to Section 3.01(c)
of the Revenue Indenture. As provided in the Indenture, bonds of
this series equal in principal amount to the principal amount of
such Revenue Bonds to be redeemed will be redeemed on the date
fixed for redemption of the Revenue Bonds at the principal amount
of such bonds of this series and accrued interest thereon to the
date fixed for redemption, together with a premium equal to the
redemption premium (if any) payable upon such redemption of
Revenue Bonds.
In case of certain defaults as specified in the Indenture,
the principal of this bond may be declared or may become due and
payable on the conditions, at the time, in the manner and with
the effect provided in the Indenture.
No recourse shall be had for the payment of the principal of
or premium, if any, or interest on this bond, or for any claim
based hereon, or otherwise in respect hereof or of the Indenture,
to or against any incorporator, stockholder, director or officer,
past, present or future, as such, of the Company, or of any
predecessor or successor company, either directly or through the
Company, or such predecessor or successor company, under any
constitution or statute or rule of law, or by the enforcement of
any assessment or penalty, or otherwise, all such liability of
incorporators, stockholders, directors and officers being waived
and released by the holder and owner hereof by the acceptance of
this bond and being likewise waived and released by the terms of
the Indenture.
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This bond is transferable by the registered owner hereof, in
person or by attorney duly authorized, at the principal corporate
trust office of the Trustee, in the Borough of Manhattan, The
City of New York, but only in the manner prescribed in the
Indenture, upon the surrender and cancellation of this bond, and
upon any such transfer a new registered bond or bonds, without
coupons, of the same series and maturity date and for the same
aggregate principal amount, in authorized denominations, will be
issued to the transferee in exchange herefor. The Company and
the Trustee may deem and treat the person in whose name this bond
is registered as the absolute owner for the purpose of receiving
payment of or on account of the principal, premium, if any, and
interest due hereon and for all other purposes. Registered bonds
of this series shall be exchangeable for registered bonds of
other authorized denominations having the same aggregate
principal amount, in the manner and upon the conditions
prescribed in the Indenture. However, notwithstanding the
provisions of the Indenture, no charge shall be made upon any
transfer or exchange of bonds of this series other than for any
tax or taxes or other governmental charge required to be paid by
the Company.
This bond shall not be valid or become obligatory for any
purpose unless and until it shall have been authenticated by the
execution by the Trustee or its successor in trust under the
Indenture of the certificate hereon.
IN WITNESS WHEREOF, Georgia Power Company has caused this
bond to be executed in its name by its President or one of its
Vice Presidents by his signature or a facsimile thereof, and its
corporate seal or a facsimile thereof to be hereto affixed and
attested by its Secretary or one of its Assistant Secretaries by
his signature or a facsimile thereof.
Dated,
GEORGIA POWER COMPANY
By:
Attest:
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TRUSTEE'S CERTIFICATE
This bond is one of the bonds, of the series designated
therein, described in the within-mentioned Indenture.
CHEMICAL BANK, as Trustee
By:
Authorized Officer
AND WHEREAS all acts and things necessary to make the new
Bonds of each series, when authenticated by the Trustee and
issued as in the Indenture and this Supplemental Indenture
provided, the valid, binding and legal obligations of the
Company, and to constitute the Indenture and this Supplemental
Indenture valid, binding and legal instruments for the security
thereof, have been done and performed, and the creation,
execution and delivery of the Indenture and this Supplemental
Indenture and the creation, execution and issue of bonds subject
to the terms hereof and of the Indenture, have in all respects
been duly authorized;
NOW, THEREFORE, in consideration of the premises, and of the
acceptance and purchase by the holders thereof of the bonds
issued and to be issued under the Indenture and of the sum of One
Dollar duly paid by the Trustee to the Company, and of other good
and valuable considerations, the receipt whereof is hereby
acknowledged, and for the purpose of further securing the due and
punctual payment of the principal of and premium, if any, and
interest on the bonds issued and now outstanding under the
Indenture, and the $2,120,000 principal amount of new First 2011
Series Bonds, $8,330,000 principal amount of new Second 2011
Series Bonds, $3,200,000 principal amount of new First 2019
Series Bonds, $5,300,000 principal amount of new Second 2019
Series Bonds, $10,125,000 principal amount of new Second 2021
Series Bonds and $13,155,000 principal amount of new 2022 Series
Bonds proposed to be issued and all other bonds which shall be
issued under the Indenture, or the Indenture as supplemented and
amended, and for the purpose of further securing the faithful
performance and observance of all covenants and conditions
therein and in any indenture supplemental thereto set forth, the
Company has given, granted, bargained, sold, transferred,
assigned, hypothecated, pledged, mortgaged, warranted, aliened
and conveyed and by these presents does give, grant, bargain,
sell, transfer, assign, hypothecate, pledge, mortgage, warrant,
alien and convey unto Chemical Bank, as Trustee, as provided in
the Indenture, and its successor or successors in the trust
thereby and hereby created, and to its or their assigns forever,
all the right, title and interest of the Company in and to all
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premises, property, franchises and rights of every kind and
description, real, personal and mixed, tangible and intangible,
now owned or hereafter acquired by the Company (excepting,
however, that which is by the Indenture expressly reserved from
the lien and effect thereof);
TOGETHER WITH all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the
property, rights and franchises or any thereof, referred to in
the foregoing granting clauses, with the reversion and
reversions, remainder and remainders and (subject to the
provisions of Article X of the Indenture) the tolls, rents,
revenues, issues, earnings, income, products and profits thereof,
and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now
has or may hereafter acquire in and to the aforesaid property,
rights and franchises and every part and parcel thereof.
TO HAVE AND TO HOLD all said property, rights and franchises
hereby conveyed, assigned, pledged or mortgaged, or intended so
to be, unto the Trustee, its successor or successors in trust,
and their assigns forever;
BUT IN TRUST, NEVERTHELESS, with power of sale, for the
equal and proportionate benefit and security of the holders of
all bonds and interest coupons now or hereafter issued under the
Indenture, as supplemented and amended, pursuant to the
provisions thereof, and for the enforcement of the payment of
said bonds and coupons when payable and for the performance of
and compliance with the covenants and conditions of the
Indenture, as supplemented and amended, without any preference,
distinction or priority as to lien or otherwise of any bond or
bonds over others by reason of the difference in time of the
actual issue, sale or negotiation thereof or for any other reason
whatsoever, except as otherwise expressly provided in the
Indenture, as supplemented and amended; and so that each and
every bond now or hereafter issued thereunder shall have the same
lien; and so that the principal of and premium, if any, and
interest on every such bond shall, subject to the terms thereof,
be equally and proportionately secured thereby and hereby, as if
it had been made, executed, delivered, sold and negotiated
simultaneously with the execution and delivery of the Original
Indenture.
AND IT IS EXPRESSLY DECLARED that all bonds issued and
secured under the Indenture and hereunder are to be issued,
authenticated and delivered, and all said property, rights and
franchises hereby and by the Indenture conveyed, assigned,
pledged or mortgaged, or intended so to be (including all the
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right, title and interest of the Company in and to any and all
premises, property, franchises and rights of every kind and
description, real, personal and mixed, tangible and intangible,
thereafter acquired by the Company and whether or not
specifically described in the Original Indenture or in any
indenture supplemental thereto, except any therein expressly
excepted), are to be dealt with and disposed of, under, upon and
subject to the terms, conditions, stipulations, covenants,
agreements, trusts and uses and purposes expressed in the
Indenture and herein, and it is hereby agreed as follows:
SECTION 1. There are hereby created six series of bonds
designated as hereinabove in the fourth Whereas clause set forth,
each of which shall contain suitable provisions with respect to
the matters hereinafter in this Section specified, and the form
thereof shall be substantially as hereinbefore set forth. New
Bonds of each such series shall mature on the date specified in
the title thereof, and the definitive bonds of each such series
may be issued only as registered bonds without coupons. New
Bonds of each such series shall be in such denominations as the
Board of Directors shall approve, and execution and delivery to
the Trustee for authentication shall be conclusive evidence of
such approval. The serial numbers of new Bonds of each such
series shall be such as may be approved by any officer of the
Company, the execution thereof by any such officer to be
conclusive evidence of such approval.
New Bonds, until the principal thereof shall have become due
and payable, shall bear interest at the same rates, payable on
the same dates, as (i) the Albany Dougherty Bonds pursuant to the
Albany Dougherty Indenture (each as hereinafter defined) in the
case of the new First 2011 Series Bonds, (ii) the Cobb Bonds
pursuant to the Cobb Indenture (each as hereinafter defined) in
the case of the new Second 2011 Series Bonds, (iii) the Bibb
Bonds pursuant to the Bibb Indenture (each as hereinafter
defined) in the case of the new First 2019 Series Bonds, (iv) the
Monroe Bonds pursuant to the Monroe Indenture (each as
hereinafter defined) in the case of the new Second 2019 Series
Bonds, (v) the Coweta Bonds pursuant to the Coweta Indenture
(each as hereinafter defined) in the case of the new Second 2021
Series Bonds and (vi) the Burke Bonds pursuant to the Burke
Indenture (each as hereinafter defined) in the case of the new
2022 Series Bonds. New Bonds of each such series shall be dated
the date of authentication.
The principal of and premium, if any, and interest on the
new Bonds of each such series shall be payable in any coin or
currency of the United States of America which at the time of
payment is legal tender for public and private debts, at the
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office or agency of the Company in the Borough of Manhattan, The
City of New York, designated for that purpose.
New Bonds of each such series may be transferred at the
principal corporate trust office of the Trustee, in the Borough
of Manhattan, The City of New York. New Bonds of each such
series shall be exchangeable for other bonds of the same series,
in the manner and upon the conditions prescribed in the
Indenture, upon the surrender of such new Bonds at said principal
corporate trust office of the Trustee. However, notwithstanding
the provisions of Section 2.05 of the Indenture, no charge shall
be made upon any transfer or exchange of new Bonds of any of said
series other than for any tax or taxes or other governmental
charge required to be paid by the Company.
Any or all of the new Bonds of each such series shall be
redeemable at any time and from time to time, prior to maturity,
upon notice given by mailing the same, by first class mail
postage prepaid, not less than thirty nor more than forty-five
days prior to the date fixed for redemption to each registered
holder of a bond to be redeemed (in whole or in part) at the last
address of such holder appearing on the registry books, at the
principal amount thereof and accrued interest thereon, if any, to
the date fixed for redemption, if redeemed by the operation of
Section 4 of the Supplemental Indenture dated as of November 1,
1962 or of the improvement fund provisions of any supplemental
indenture or by the use of proceeds of released property.
SECTION 2. The obligation of the Company to make payments
with respect to the principal of and premium, if any, and
interest on the new First 2011 Series Bonds shall be fully or
partially, as the case may be, satisfied and discharged, to the
extent that, at the time that any such payment shall be due, the
Company shall have made payments as required by the Company's
Note dated July 30, 1991 issued pursuant to Section 3.2 of the
Loan Agreement dated as of July 1, 1991 between the Albany
Dougherty Payroll Development Authority and the Company, relating
to the Albany Dougherty Bonds (hereinafter defined), sufficient
to pay fully or partially the then due principal of and premium,
if any, and interest on the Albany Dougherty Payroll Development
Authority (Georgia) Pollution Control Revenue Bonds (Georgia
Power Company Plant Mitchell Project), First Series 1991
(hereinafter referred to as the "Albany Dougherty Bonds") or
there shall be on deposit with the trustee pursuant to the Trust
Indenture dated as of July 1, 1991 of the Albany Dougherty
Payroll Development Authority to NationsBank of Georgia, National
Association, Atlanta, Georgia, as trustee, relating to the Albany
Dougherty Bonds (hereinafter referred to as the "Albany Dougherty
Indenture"), sufficient available funds to pay fully or partially
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the then due principal of and premium, if any, and interest on
the Albany Dougherty Bonds. The Trustee may conclusively presume
that the obligation of the Company to make payments with respect
to the principal of and premium, if any, and interest on the new
First 2011 Series Bonds shall have been fully satisfied and
discharged unless and until the Trustee shall have received a
written notice from the trustee under the Albany Dougherty
Indenture stating (i) that timely payment of principal of or
premium, if any, or interest on the Albany Dougherty Bonds has
not been made, (ii) that there are not sufficient available funds
to make such payment and (iii) the amount of funds required to
make such payment.
In addition to the redemption as provided in Section 1
hereof, the new First 2011 Series Bonds shall also be redeemable
in whole upon receipt by the Trustee of a written demand for the
redemption of the new First 2011 Series Bonds (hereinafter called
"First 2011 Series Redemption Demand") from the trustee under the
Albany Dougherty Indenture stating that the principal amount of
all the Albany Dougherty Bonds then outstanding under the Albany
Dougherty Indenture has been declared immediately due and payable
pursuant to the provisions of Section 9.02 of the Albany
Dougherty Indenture, specifying the date from which unpaid
interest on the Albany Dougherty Bonds has then accrued and
stating that such declaration of maturity has not been rescinded.
The Trustee shall within 10 days of receiving the First 2011
Series Redemption Demand mail a copy thereof to the Company
stamped or otherwise marked to indicate the date of receipt by
the Trustee. The Company shall fix a redemption date for the
redemption so demanded (herein called the "First 2011 Series
Demand Redemption") and shall mail to the Trustee notice of such
date at least 30 days prior thereto. The date fixed for First
2011 Series Demand Redemption may be any day not more than 180
days after receipt by the Trustee of the First 2011 Series
Redemption Demand. If the Trustee does not receive such notice
from the Company within 150 days after receipt by the Trustee of
the First 2011 Series Redemption Demand, the date for First 2011
Series Demand Redemption shall be deemed fixed at the 180th day
after such receipt. The Trustee shall mail notice of the date
fixed for First 2011 Series Demand Redemption (hereinafter called
the "First 2011 Series Demand Redemption Notice") to the trustee
under the Albany Dougherty Indenture (and the registered holders
of the new First 2011 Series Bonds if other than said trustee)
not more than 10 nor less than 5 days prior to the date fixed for
First 2011 Series Demand Redemption, provided, however, that the
Trustee shall mail no First 2011 Series Demand Redemption Notice
(and no First 2011 Series Demand Redemption shall be made) if
prior to the mailing of the First 2011 Series Demand Redemption
Notice the Trustee shall have received written notice of
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rescission of the First 2011 Series Redemption Demand from the
trustee under the Albany Dougherty Indenture. First 2011 Series
Demand Redemption of the new First 2011 Series Bonds shall be at
the principal amount thereof, plus accrued interest thereon to
the date fixed for redemption, and such amount shall become and
be due and payable on the date fixed for First 2011 Series Demand
Redemption as above provided. Anything in this paragraph
contained to the contrary notwithstanding, if, after mailing of
the First 2011 Series Demand Redemption Notice and prior to the
date fixed for First 2011 Series Demand Redemption, the Trustee
shall have been advised in writing by the trustee under the
Albany Dougherty Indenture that the First 2011 Series Redemption
Demand has been rescinded, the First 2011 Series Demand
Redemption Notice shall thereupon, without further act of the
Trustee or the Company, be rescinded and become null and void for
all purposes hereunder and no redemption of the new First 2011
Series Bonds and no payments in respect thereof as specified in
the First 2011 Series Demand Redemption Notice shall be effected
or required.
The new First 2011 Series Bonds shall also be redeemable in
whole at any time, or in part from time to time (hereinafter
called the "First 2011 Series Regular Redemption"), upon receipt
by the Trustee of a written demand (hereinafter referred to as
the "First 2011 Series Regular Redemption Demand") from the
trustee under the Albany Dougherty Indenture stating: (1) the
principal amount of Albany Dougherty Bonds to be redeemed
pursuant to Section 3.01(c) of the Albany Dougherty Indenture;
(2) the date of such redemption and that notice thereof has been
given as required by the Albany Dougherty Indenture; (3) that the
Trustee shall call for redemption on the stated date fixed for
redemption of the Albany Dougherty Bonds a principal amount of
the new First 2011 Series Bonds equal to the principal amount of
Albany Dougherty Bonds to be redeemed; and (4) that the trustee
under the Albany Dougherty Indenture, as holder of all the new
First 2011 Series Bonds then outstanding, waives notice of such
redemption. The Trustee may conclusively presume the statements
contained in the First 2011 Series Regular Redemption Demand to
be correct. First 2011 Series Regular Redemption of the new
First 2011 Series Bonds shall be at the principal amount thereof
and accrued interest thereon to the date fixed for redemption,
together with a premium equal to the redemption premium (if any)
payable upon such redemption of the Albany Dougherty Bonds, and
such amount shall become and be due and payable, subject to the
first paragraph of this Section 2, on the date fixed for such
First 2011 Series Regular Redemption, which shall be the date
specified pursuant to item (2) of the First 2011 Series Regular
Redemption Demand as above provided.
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SECTION 3. The obligation of the Company to make payments
with respect to the principal of and premium, if any, and
interest on the new Second 2011 Series Bonds shall be fully or
partially, as the case may be, satisfied and discharged, to the
extent that, at the time that any such payment shall be due, the
Company shall have made payments as required by the Company's
Note dated July 30, 1991 issued pursuant to Section 3.2 of the
Loan Agreement dated as of July 1, 1991 between the Development
Authority of Cobb County and the Company, relating to the Cobb
Bonds (hereinafter defined), sufficient to pay fully or partially
the then due principal of and premium, if any, and interest on
the Development Authority of Cobb County (Georgia) Pollution
Control Revenue Bonds (Georgia Power Company Plant McDonough
Project), First Series 1991 (hereinafter referred to as the "Cobb
Bonds") or there shall be on deposit with the trustee pursuant to
the Trust Indenture dated as of July 1, 1991 of the Development
Authority of Cobb County to NationsBank of Georgia, National
Association, Atlanta, Georgia, as trustee, relating to the Cobb
Bonds (hereinafter referred to as the "Cobb Indenture"),
sufficient available funds to pay fully or partially the then due
principal of and premium, if any, and interest on the Cobb Bonds.
The Trustee may conclusively presume that the obligation of the
Company to make payments with respect to the principal of and
premium, if any, and interest on the new Second 2011 Series Bonds
shall have been fully satisfied and discharged unless and until
the Trustee shall have received a written notice from the trustee
under the Cobb Indenture stating (i) that timely payment of
principal of or premium, if any, or interest on the Cobb Bonds
has not been made, (ii) that there are not sufficient available
funds to make such payment and (iii) the amount of funds required
to make such payment.
In addition to the redemption as provided in Section 1
hereof, the new Second 2011 Series Bonds shall also be redeemable
in whole upon receipt by the Trustee of a written demand for the
redemption of the new Second 2011 Series Bonds (hereinafter
called "Second 2011 Series Redemption Demand") from the trustee
under the Cobb Indenture stating that the principal amount of all
the Cobb Bonds then outstanding under the Cobb Indenture has been
declared immediately due and payable pursuant to the provisions
of Section 9.02 of the Cobb Indenture, specifying the date from
which unpaid interest on the Cobb Bonds has then accrued and
stating that such declaration of maturity has not been rescinded.
The Trustee shall within 10 days of receiving the Second 2011
Series Redemption Demand mail a copy thereof to the Company
stamped or otherwise marked to indicate the date of receipt by
the Trustee. The Company shall fix a redemption date for the
redemption so demanded (herein called the "Second 2011 Series
Demand Redemption") and shall mail to the Trustee notice of such
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date at least 30 days prior thereto. The date fixed for Second
2011 Series Demand Redemption may be any day not more than 180
days after receipt by the Trustee of the Second 2011 Series
Redemption Demand. If the Trustee does not receive such notice
from the Company within 150 days after receipt by the Trustee of
the Second 2011 Series Redemption Demand, the date for Second
2011 Series Demand Redemption shall be deemed fixed at the 180th
day after such receipt. The Trustee shall mail notice of the
date fixed for Second 2011 Series Demand Redemption (hereinafter
called the "Second 2011 Series Demand Redemption Notice") to the
trustee under the Cobb Indenture (and the registered holders of
the new Second 2011 Series Bonds if other than said trustee) not
more than 10 nor less than 5 days prior to the date fixed for
Second 2011 Series Demand Redemption, provided, however, that the
Trustee shall mail no Second 2011 Series Demand Redemption Notice
(and no Second 2011 Series Demand Redemption shall be made) if
prior to the mailing of the Second 2011 Series Demand Redemption
Notice the Trustee shall have received written notice of
rescission of the Second 2011 Series Redemption Demand from the
trustee under the Cobb Indenture. Second 2011 Series Demand
Redemption of the new Second 2011 Series Bonds shall be at the
principal amount thereof, plus accrued interest thereon to the
date fixed for redemption, and such amount shall become and be
due and payable on the date fixed for Second 2011 Series Demand
Redemption as above provided. Anything in this paragraph
contained to the contrary notwithstanding, if, after mailing of
the Second 2011 Series Demand Redemption Notice and prior to the
date fixed for Second 2011 Series Demand Redemption, the Trustee
shall have been advised in writing by the trustee under the Cobb
Indenture that the Second 2011 Series Redemption Demand has been
rescinded, the Second 2011 Series Demand Redemption Notice shall
thereupon, without further act of the Trustee or the Company, be
rescinded and become null and void for all purposes hereunder and
no redemption of the new Second 2011 Series Bonds and no payments
in respect thereof as specified in the Second 2011 Series Demand
Redemption Notice shall be effected or required.
The new Second 2011 Series Bonds shall also be redeemable in
whole at any time, or in part from time to time (hereinafter
called the "Second 2011 Series Regular Redemption"), upon receipt
by the Trustee of a written demand (hereinafter referred to as
the "Second 2011 Series Regular Redemption Demand") from the
trustee under the Cobb Indenture stating: (1) the principal
amount of Cobb Bonds to be redeemed pursuant to Section 3.01(c)
of the Cobb Indenture; (2) the date of such redemption and that
notice thereof has been given as required by the Cobb Indenture;
(3) that the Trustee shall call for redemption on the stated date
fixed for redemption of the Cobb Bonds a principal amount of the
new Second 2011 Series Bonds equal to the principal amount of
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Cobb Bonds to be redeemed; and (4) that the trustee under the
Cobb Indenture, as holder of all the new Second 2011 Series Bonds
then outstanding, waives notice of such redemption. The Trustee
may conclusively presume the statements contained in the Second
2011 Series Regular Redemption Demand to be correct. Second 2011
Series Regular Redemption of the new Second 2011 Series Bonds
shall be at the principal amount thereof and accrued interest
thereon to the date fixed for redemption, together with a premium
equal to the redemption premium (if any) payable upon such
redemption of the Cobb Bonds, and such amount shall become and be
due and payable, subject to the first paragraph of this
Section 3, on the date fixed for such Second 2011 Series Regular
Redemption, which shall be the date specified pursuant to item
(2) of the Second 2011 Series Regular Redemption Demand as above
provided.
SECTION 4. The obligation of the Company to make payments
with respect to the principal of and premium, if any, and
interest on the new First 2019 Series Bonds shall be fully or
partially, as the case may be, satisfied and discharged, to the
extent that, at the time that any such payment shall be due, the
Company shall have made payments as required by the Company's
Note dated July 30, 1991 issued pursuant to Section 3.2 of the
Loan Agreement dated as of July 1, 1991 between the Development
Authority of Bibb County and the Company, relating to the Bibb
Bonds (hereinafter defined), sufficient to pay fully or partially
the then due principal of and premium, if any, and interest on
the Development Authority of Bibb County (Georgia) Pollution
Control Revenue Bonds (Georgia Power Company Plant Arkwright
Project), First Series 1991 (hereinafter referred to as the "Bibb
Bonds") or there shall be on deposit with the trustee pursuant to
the Trust Indenture dated as of July 1, 1991 of the Development
Authority of Bibb County to NationsBank of Georgia, National
Association, Atlanta, Georgia, as trustee, relating to the Bibb
Bonds (hereinafter referred to as the "Bibb Indenture"),
sufficient available funds to pay fully or partially the then due
principal of and premium, if any, and interest on the Bibb Bonds.
The Trustee may conclusively presume that the obligation of the
Company to make payments with respect to the principal of and
premium, if any, and interest on the new First 2019 Series Bonds
shall have been fully satisfied and discharged unless and until
the Trustee shall have received a written notice from the trustee
under the Bibb Indenture stating (i) that timely payment of
principal of or premium, if any, or interest on the Bibb Bonds
has not been made, (ii) that there are not sufficient available
funds to make such payment and (iii) the amount of funds required
to make such payment.
-15-
In addition to the redemption as provided in Section 1
hereof, the new First 2019 Series Bonds shall also be redeemable
in whole upon receipt by the Trustee of a written demand for the
redemption of the new First 2019 Series Bonds (hereinafter called
"First 2019 Series Redemption Demand") from the trustee under the
Bibb Indenture stating that the principal amount of all the Bibb
Bonds then outstanding under the Bibb Indenture has been declared
immediately due and payable pursuant to the provisions of
Section 9.02 of the Bibb Indenture, specifying the date from
which unpaid interest on the Bibb Bonds has then accrued and
stating that such declaration of maturity has not been rescinded.
The Trustee shall within 10 days of receiving the First 2019
Series Redemption Demand mail a copy thereof to the Company
stamped or otherwise marked to indicate the date of receipt by
the Trustee. The Company shall fix a redemption date for the
redemption so demanded (herein called the "First 2019 Series
Demand Redemption") and shall mail to the Trustee notice of such
date at least 30 days prior thereto. The date fixed for First
2019 Series Demand Redemption may be any day not more than 180
days after receipt by the Trustee of the First 2019 Series
Redemption Demand. If the Trustee does not receive such notice
from the Company within 150 days after receipt by the Trustee of
the First 2019 Series Redemption Demand, the date for First 2019
Series Demand Redemption shall be deemed fixed at the 180th day
after such receipt. The Trustee shall mail notice of the date
fixed for First 2019 Series Demand Redemption (hereinafter called
the "First 2019 Series Demand Redemption Notice") to the trustee
under the Bibb Indenture (and the registered holders of the new
First 2019 Series Bonds if other than said trustee) not more than
10 nor less than 5 days prior to the date fixed for First 2019
Series Demand Redemption, provided, however, that the Trustee
shall mail no First 2019 Series Demand Redemption Notice (and no
First 2019 Series Demand Redemption shall be made) if prior to
the mailing of the First 2019 Series Demand Redemption Notice the
Trustee shall have received written notice of rescission of the
First 2019 Series Redemption Demand from the trustee under the
Bibb Indenture. First 2019 Series Demand Redemption of the new
First 2019 Series Bonds shall be at the principal amount thereof,
plus accrued interest thereon to the date fixed for redemption,
and such amount shall become and be due and payable on the date
fixed for First 2019 Series Demand Redemption as above provided.
Anything in this paragraph contained to the contrary
notwithstanding, if, after mailing of the First 2019 Series
Demand Redemption Notice and prior to the date fixed for First
2019 Series Demand Redemption, the Trustee shall have been
advised in writing by the trustee under the Bibb Indenture that
the First 2019 Series Redemption Demand has been rescinded, the
First 2019 Series Demand Redemption Notice shall thereupon,
without further act of the Trustee or the Company, be rescinded
-16-
and become null and void for all purposes hereunder and no
redemption of the new First 2019 Series Bonds and no payments in
respect thereof as specified in the First 2019 Series Demand
Redemption Notice shall be effected or required.
The new First 2019 Series Bonds shall also be redeemable in
whole at any time, or in part from time to time (hereinafter
called the "First 2019 Series Regular Redemption"), upon receipt
by the Trustee of a written demand (hereinafter referred to as
the "First 2019 Series Regular Redemption Demand") from the
trustee under the Bibb Indenture stating: (1) the principal
amount of Bibb Bonds to be redeemed pursuant to Section 3.01(c)
of the Bibb Indenture; (2) the date of such redemption and that
notice thereof has been given as required by the Bibb Indenture;
(3) that the Trustee shall call for redemption on the stated date
fixed for redemption of the Bibb Bonds a principal amount of the
new First 2019 Series Bonds equal to the principal amount of Bibb
Bonds to be redeemed; and (4) that the trustee under the Bibb
Indenture, as holder of all the new First 2019 Series Bonds then
outstanding, waives notice of such redemption. The Trustee may
conclusively presume the statements contained in the First 2019
Series Regular Redemption Demand to be correct. First 2019
Series Regular Redemption of the new First 2019 Series Bonds
shall be at the principal amount thereof and accrued interest
thereon to the date fixed for redemption, together with a premium
equal to the redemption premium (if any) payable upon such
redemption of the Bibb Bonds, and such amount shall become and be
due and payable, subject to the first paragraph of this
Section 4, on the date fixed for such First 2019 Series Regular
Redemption, which shall be the date specified pursuant to item
(2) of the First 2019 Series Regular Redemption Demand as above
provided.
SECTION 5. The obligation of the Company to make payments
with respect to the principal of and premium, if any, and
interest on the new Second 2019 Series Bonds shall be fully or
partially, as the case may be, satisfied and discharged, to the
extent that, at the time that any such payment shall be due, the
Company shall have made payments as required by the Company's
Note dated July 30, 1991 issued pursuant to Section 3.2 of the
Loan Agreement dated as of July 1, 1991 between the Development
Authority of Monroe County and the Company, relating to the
Monroe Bonds (hereinafter defined), sufficient to pay fully or
partially the then due principal of and premium, if any, and
interest on the Development Authority of Monroe County (Georgia)
Pollution Control Revenue Bonds (Georgia Power Company Plant
Scherer Project), First Series 1991 (hereinafter referred to as
the "Monroe Bonds") or there shall be on deposit with the trustee
pursuant to the Trust Indenture dated as of July 1, 1991 of the
-17-
Development Authority of Monroe County to NationsBank of Georgia,
National Association, Atlanta, Georgia, as trustee, relating to
the Monroe Bonds (hereinafter referred to as the "Monroe
Indenture"), sufficient available funds to pay fully or partially
the then due principal of and premium, if any, and interest on
the Monroe Bonds. The Trustee may conclusively presume that the
obligation of the Company to make payments with respect to the
principal of and premium, if any, and interest on the new Second
2019 Series Bonds shall have been fully satisfied and discharged
unless and until the Trustee shall have received a written notice
from the trustee under the Monroe Indenture stating (i) that
timely payment of principal of or premium, if any, or interest on
the Monroe Bonds has not been made, (ii) that there are not
sufficient available funds to make such payment and (iii) the
amount of funds required to make such payment.
In addition to the redemption as provided in Section 1
hereof, the new Second 2019 Series Bonds shall also be redeemable
in whole upon receipt by the Trustee of a written demand for the
redemption of the new Second 2019 Series Bonds (hereinafter
called "Second 2011 Series Redemption Demand") from the trustee
under the Monroe Indenture stating that the principal amount of
all the Monroe Bonds then outstanding under the Monroe Indenture
has been declared immediately due and payable pursuant to the
provisions of Section 9.02 of the Monroe Indenture, specifying
the date from which unpaid interest on the Monroe Bonds has then
accrued and stating that such declaration of maturity has not
been rescinded. The Trustee shall within 10 days of receiving
the Second 2019 Series Redemption Demand mail a copy thereof to
the Company stamped or otherwise marked to indicate the date of
receipt by the Trustee. The Company shall fix a redemption date
for the redemption so demanded (herein called the "Second 2019
Series Demand Redemption") and shall mail to the Trustee notice
of such date at least 30 days prior thereto. The date fixed for
Second 2019 Series Demand Redemption may be any day not more than
180 days after receipt by the Trustee of the Second 2019 Series
Redemption Demand. If the Trustee does not receive such notice
from the Company within 150 days after receipt by the Trustee of
the Second 2019 Series Redemption Demand, the date for Second
2019 Series Demand Redemption shall be deemed fixed at the 180th
day after such receipt. The Trustee shall mail notice of the
date fixed for Second 2019 Series Demand Redemption (hereinafter
called the "Second 2019 Series Demand Redemption Notice") to the
trustee under the Monroe Indenture (and the registered holders of
the new Second 2019 Series Bonds if other than said trustee) not
more than 10 nor less than 5 days prior to the date fixed for
Second 2019 Series Demand Redemption, provided, however, that the
Trustee shall mail no Second 2019 Series Demand Redemption Notice
(and no Second 2019 Series Demand Redemption shall be made) if
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prior to the mailing of the Second 2019 Series Demand Redemption
Notice the Trustee shall have received written notice of
rescission of the Second 2019 Series Redemption Demand from the
trustee under the Monroe Indenture. Second 2019 Series Demand
Redemption of the new Second 2019 Series Bonds shall be at the
principal amount thereof, plus accrued interest thereon to the
date fixed for redemption, and such amount shall become and be
due and payable on the date fixed for Second 2019 Series Demand
Redemption as above provided. Anything in this paragraph
contained to the contrary notwithstanding, if, after mailing of
the Second 2019 Series Demand Redemption Notice and prior to the
date fixed for Second 2019 Series Demand Redemption, the Trustee
shall have been advised in writing by the trustee under the
Monroe Indenture that the Second 2019 Series Redemption Demand
has been rescinded, the Second 2019 Series Demand Redemption
Notice shall thereupon, without further act of the Trustee or the
Company, be rescinded and become null and void for all purposes
hereunder and no redemption of the new Second 2019 Series Bonds
and no payments in respect thereof as specified in the Second
2019 Series Demand Redemption Notice shall be effected or
required.
The new Second 2019 Series Bonds shall also be redeemable in
whole at any time, or in part from time to time (hereinafter
called the "Second 2019 Series Regular Redemption"), upon receipt
by the Trustee of a written demand (hereinafter referred to as
the "Second 2019 Series Regular Redemption Demand") from the
trustee under the Monroe Indenture stating: (1) the principal
amount of Monroe Bonds to be redeemed pursuant to Section 3.01(c)
of the Monroe Indenture; (2) the date of such redemption and that
notice thereof has been given as required by the Monroe
Indenture; (3) that the Trustee shall call for redemption on the
stated date fixed for redemption of the Monroe Bonds a principal
amount of the new Second 2019 Series Bonds equal to the principal
amount of Monroe Bonds to be redeemed; and (4) that the trustee
under the Monroe Indenture, as holder of all the new Second 2019
Series Bonds then outstanding, waives notice of such redemption.
The Trustee may conclusively presume the statements contained in
the Second 2019 Series Regular Redemption Demand to be correct.
Second 2019 Series Regular Redemption of the new Second 2019
Series Bonds shall be at the principal amount thereof and accrued
interest thereon to the date fixed for redemption, together with
a premium equal to the redemption premium (if any) payable upon
such redemption of the Monroe Bonds, and such amount shall become
and be due and payable, subject to the first paragraph of this
Section 5, on the date fixed for such Second 2019 Series Regular
Redemption, which shall be the date specified pursuant to item
(2) of the Second 2019 Regular Redemption Demand as above
provided.
-19-
SECTION 6. The obligation of the Company to make payments
with respect to the principal of and premium, if any, and
interest on the new Second 2021 Series Bonds shall be fully or
partially, as the case may be, satisfied and discharged, to the
extent that, at the time that any such payment shall be due, the
Company shall have made payments as required by the Company's
Note dated July 30, 1991 issued pursuant to Section 3.2 of the
Loan Agreement dated as of July 1, 1991 between the Development
Authority of Coweta County and the Company, relating to the
Coweta Bonds (hereinafter defined), sufficient to pay fully or
partially the then due principal of and premium, if any, and
interest on the Development Authority of Coweta County (Georgia)
Pollution Control Revenue Bonds (Georgia Power Company Plant
Yates Project), First Series 1991 (hereinafter referred to as the
"Coweta Bonds") or there shall be on deposit with the trustee
pursuant to the Trust Indenture dated as of July 1, 1991 of the
Development Authority of Coweta County to NationsBank of Georgia,
National Association, Atlanta, Georgia, as trustee, relating to
the Coweta Bonds (hereinafter referred to as the "Coweta
Indenture"), sufficient available funds to pay fully or partially
the then due principal of and premium, if any, and interest on
the Coweta Bonds. The Trustee may conclusively presume that the
obligation of the Company to make payments with respect to the
principal of and premium, if any, and interest on the new Second
2021 Series Bonds shall have been fully satisfied and discharged
unless and until the Trustee shall have received a written notice
from the trustee under the Coweta Indenture stating (i) that
timely payment of principal of or premium, if any, or interest on
the Coweta Bonds has not been made, (ii) that there are not
sufficient available funds to make such payment and (iii) the
amount of funds required to make such payment.
In addition to the redemption as provided in Section 1
hereof, the new Second 2021 Series Bonds shall also be redeemable
in whole upon receipt by the Trustee of a written demand for the
redemption of the new Second 2021 Series Bonds (hereinafter
called "Second 2021 Series Redemption Demand") from the trustee
under the Coweta Indenture stating that the principal amount of
all the Coweta Bonds then outstanding under the Coweta Indenture
has been declared immediately due and payable pursuant to the
provisions of Section 8.02 of the Coweta Indenture, specifying
the date from which unpaid interest on the Coweta Bonds has then
accrued and stating that such declaration of maturity has not
been rescinded. The Trustee shall within 10 days of receiving
the Second 2021 Series Redemption Demand mail a copy thereof to
the Company stamped or otherwise marked to indicate the date of
receipt by the Trustee. The Company shall fix a redemption date
for the redemption so demanded (herein called the "Second 2021
Series Demand Redemption") and shall mail to the Trustee notice
-20-
of such date at least 30 days prior thereto. The date fixed for
Second 2021 Series Demand Redemption may be any day not more than
180 days after receipt by the Trustee of the Second 2021 Series
Redemption Demand. If the Trustee does not receive such notice
from the Company within 150 days after receipt by the Trustee of
the Second 2021 Series Redemption Demand, the date for Second
2021 Series Demand Redemption shall be deemed fixed at the 180th
day after such receipt. The Trustee shall mail notice of the
date fixed for Second 2021 Series Demand Redemption (hereinafter
called the "Second 2021 Series Demand Redemption Notice") to the
trustee under the Coweta Indenture (and the registered holders of
the new Second 2021 Series Bonds if other than said trustee) not
more than 10 nor less than 5 days prior to the date fixed for
Second 2021 Series Demand Redemption, provided, however, that the
Trustee shall mail no Second 2021 Series Demand Redemption Notice
(and no Second 2021 Series Demand Redemption shall be made) if
prior to the mailing of the Second 2021 Series Demand Redemption
Notice the Trustee shall have received written notice of
rescission of the Second 2021 Series Redemption Demand from the
trustee under the Coweta Indenture. Second 2021 Series Demand
Redemption of the new Second 2021 Series Bonds shall be at the
principal amount thereof, plus accrued interest thereon to the
date fixed for redemption, and such amount shall become and be
due and payable on the date fixed for Second 2021 Series Demand
Redemption as above provided. Anything in this paragraph
contained to the contrary notwithstanding, if, after mailing of
the Second 2021 Series Demand Redemption Notice and prior to the
date fixed for Second 2021 Series Demand Redemption, the Trustee
shall have been advised in writing by the trustee under the
Coweta Indenture that the Second 2021 Series Redemption Demand
has been rescinded, the Second 2021 Series Demand Redemption
Notice shall thereupon, without further act of the Trustee or the
Company, be rescinded and become null and void for all purposes
hereunder and no redemption of the new Second 2021 Series Bonds
and no payments in respect thereof as specified in the Second
2021 Series Demand Redemption Notice shall be effected or
required.
The new Second 2021 Series Bonds shall also be redeemable in
whole at any time, or in part from time to time (hereinafter
called the "Second 2021 Series Regular Redemption"), upon receipt
by the Trustee of a written demand (hereinafter referred to as
the "Second 2021 Series Regular Redemption Demand") from the
trustee under the Coweta Indenture stating: (1) the principal
amount of Coweta Bonds to be redeemed pursuant to Section 3.01(c)
of the Coweta Indenture; (2) the date of such redemption and that
notice thereof has been given as required by the Coweta
Indenture; (3) that the Trustee shall call for redemption on the
stated date fixed for redemption of the Coweta Bonds a principal
-21-
amount of the new Second 2021 Series Bonds equal to the principal
amount of Coweta Bonds to be redeemed; and (4) that the trustee
under the Coweta Indenture, as holder of all the new Second 2021
Series Bonds then outstanding, waives notice of such redemption.
The Trustee may conclusively presume the statements contained in
the Second 2021 Series Regular Redemption Demand to be correct.
Second 2021 Series Regular Redemption of the new Second 2021
Series Bonds shall be at the principal amount thereof and accrued
interest thereon to the date fixed for redemption, together with
a premium equal to the redemption premium (if any) payable upon
such redemption of the Coweta Bonds, and such amount shall become
and be due and payable, subject to the first paragraph of this
Section 6, on the date fixed for such Second 2021 Series Regular
Redemption, which shall be the date specified pursuant to item
(2) of the Second 2021 Series Regular Redemption Demand as above
provided.
SECTION 7. The obligation of the Company to make payments
with respect to the principal of and premium, if any, and
interest on the new 2022 Series Bonds shall be fully or
partially, as the case may be, satisfied and discharged, to the
extent that, at the time that any such payment shall be due, the
Company shall have made payments as required by the Company's
Note dated May 14, 1992 issued pursuant to Section 3.2 of the
Loan Agreement dated as of May 1, 1992 between the Development
Authority of Burke County and the Company, relating to the Burke
Bonds (hereinafter defined), sufficient to pay fully or partially
the then due principal of and premium, if any, and interest on
the Development Authority of Burke County (Georgia) Pollution
Control Revenue Bonds (Georgia Power Company Plant Vogtle
Project), First Series 1992 (hereinafter referred to as the
"Burke Bonds") or there shall be on deposit with the trustee
pursuant to the Trust Indenture dated as of May 1, 1992 of the
Development Authority of Burke County to NationsBank of Georgia,
National Association, Atlanta, Georgia, as trustee, relating to
the Burke Bonds (hereinafter referred to as the "Burke
Indenture"), sufficient available funds to pay fully or partially
the then due principal of and premium, if any, and interest on
the Burke Bonds. The Trustee may conclusively presume that the
obligation of the Company to make payments with respect to the
principal of and premium, if any, and interest on the new 2022
Series Bonds shall have been fully satisfied and discharged
unless and until the Trustee shall have received a written notice
from the trustee under the Burke Indenture stating (i) that
timely payment of principal of or premium, if any, or interest on
the Burke Bonds has not been made, (ii) that there are not
sufficient available funds to make such payment and (iii) the
amount of funds required to make such payment.
-22-
In addition to the redemption as provided in Section 1
hereof, the new 2022 Series Bonds shall also be redeemable in
whole upon receipt by the Trustee of a written demand for the
redemption of the new 2022 Series Bonds (hereinafter called "2022
Series Redemption Demand") from the trustee under the Burke
Indenture stating that the principal amount of all the Burke
Bonds then outstanding under the Burke Indenture has been
declared immediately due and payable pursuant to the provisions
of Section 9.02 of the Burke Indenture, specifying the date from
which unpaid interest on the Burke Bonds has then accrued and
stating that such declaration of maturity has not been rescinded.
The Trustee shall within 10 days of receiving the 2022 Series
Redemption Demand mail a copy thereof to the Company stamped or
otherwise marked to indicate the date of receipt by the Trustee.
The Company shall fix a redemption date for the redemption so
demanded (herein called the "2022 Series Demand Redemption") and
shall mail to the Trustee notice of such date at least 30 days
prior thereto. The date fixed for 2022 Series Demand Redemption
may be any day not more than 180 days after receipt by the
Trustee of the 2022 Series Redemption Demand. If the Trustee
does not receive such notice from the Company within 150 days
after receipt by the Trustee of the 2022 Series Redemption
Demand, the date for 2022 Series Demand Redemption shall be
deemed fixed at the 180th day after such receipt. The Trustee
shall mail notice of the date fixed for 2022 Series Demand
Redemption (hereinafter called the "2022 Series Demand Redemption
Notice") to the trustee under the Burke Indenture (and the
registered holders of the new 2022 Series Bonds if other than
said trustee) not more than 10 nor less than 5 days prior to the
date fixed for 2022 Series Demand Redemption, provided, however,
that the Trustee shall mail no 2022 Series Demand Redemption
Notice (and no 2022 Series Demand Redemption shall be made) if
prior to the mailing of the 2022 Series Demand Redemption Notice
the Trustee shall have received written notice of rescission of
the 2022 Series Redemption Demand from the trustee under the
Burke Indenture. 2022 Series Demand Redemption of the new 2022
Series Bonds shall be at the principal amount thereof, plus
accrued interest thereon to the date fixed for redemption, and
such amount shall become and be due and payable on the date fixed
for 2022 Series Demand Redemption as above provided. Anything in
this paragraph contained to the contrary notwithstanding, if,
after mailing of the 2022 Series Demand Redemption Notice and
prior to the date fixed for 2022 Series Demand Redemption, the
Trustee shall have been advised in writing by the trustee under
the Burke Indenture that the 2022 Series Redemption Demand has
been rescinded, the 2022 Series Demand Redemption Notice shall
thereupon, without further act of the Trustee or the Company, be
rescinded and become null and void for all purposes hereunder and
no redemption of the new 2022 Series Bonds and no payments in
-23-
respect thereof as specified in the 2022 Series Demand Redemption
Notice shall be effected or required.
The new 2022 Series Bonds shall also be redeemable in whole
at any time, or in part from time to time (hereinafter called the
"2022 Series Regular Redemption"), upon receipt by the Trustee of
a written demand (hereinafter referred to as the "2022 Series
Regular Redemption Demand") from the trustee under the Burke
Indenture stating: (1) the principal amount of Burke Bonds to be
redeemed pursuant to Section 3.01(c) of the Burke Indenture;
(2) the date of such redemption and that notice thereof has been
given as required by the Burke Indenture; (3) that the Trustee
shall call for redemption on the stated date fixed for redemption
of the Burke Bonds a principal amount of the new 2022 Series
Bonds equal to the principal amount of Burke Bonds to be
redeemed; and (4) that the trustee under the Burke Indenture, as
holder of all the new 2022 Series Bonds then outstanding, waives
notice of such redemption. The Trustee may conclusively presume
the statements contained in the 2022 Series Regular Redemption
Demand to be correct. 2022 Series Regular Redemption of the new
2022 Series Bonds shall be at the principal amount thereof and
accrued interest thereon to the date fixed for redemption,
together with a premium equal to the redemption premium (if any)
payable upon such redemption of the Burke Bonds, and such amount
shall become and be due and payable, subject to the first
paragraph of this Section 7, on the date fixed for such 2022
Series Regular Redemption, which shall be the date specified
pursuant to item (2) of the 2022 Series Regular Redemption Demand
as above provided.
SECTION 8. The Company covenants that the provisions of
Section 4 of the Supplemental Indenture dated as of November 1,
1962, shall be in full force and effect so long as any new Bonds
of any series shall be outstanding under the Indenture.
SECTION 9. As supplemented by this Supplemental Indenture,
the Indenture is in all respects ratified and confirmed, and the
Indenture and this Supplemental Indenture shall be read, taken
and construed as one and the same instrument.
SECTION 10. Nothing in this Supplemental Indenture
contained shall, or shall be construed to, confer upon any person
other than a holder of bonds issued under the Indenture, as
supplemented and amended, the Company and the Trustee any right
or interest to avail himself of any benefit under any provision
of the Indenture or of this Supplemental Indenture.
SECTION 11. The Trustee assumes no responsibility for or in
respect of the validity or sufficiency of this Supplemental
-24-
Indenture or the due execution hereof by the Company or for or in
respect of the recitals and statements contained herein, all of
which recitals and statements are made solely by the Company.
SECTION 12. This Supplemental Indenture may be executed in
several counterparts and all such counterparts executed and
delivered, each as an original, shall constitute but one and the
same instrument.
SECTION 13. Although this Supplemental Indenture, for
convenience and for the purposes of reference, is dated as of the
day and year first above written, the actual dates of execution
by the Company and the Trustee are as indicated by their
respective acknowledgments hereto annexed.
-25-
IN WITNESS WHEREOF, said Georgia Power Company has caused
this Supplemental Indenture to be executed in its corporate name
by its President or one of its Vice Presidents and its corporate
seal to be hereunto affixed and to be attested by its Secretary
or one of its Assistant Secretaries, and said Chemical Bank, to
evidence its acceptance hereof, has caused this Supplemental
Indenture to be executed in its corporate name by one of its Vice
Presidents, Senior Trust Officers or Trust Officers and its
corporate seal to be hereunto affixed and to be attested by one
of its Senior Trust Officers, Trust Officers, Assistant Trust
Officers or Assistant Secretaries, in several counterparts, all
as of the day and year first above written.
GEORGIA POWER COMPANY
By:
Vice President
Attest:
Assistant Secretary
Signed, sealed and delivered this
7th day of September, 1994 by Georgia
Power Company in the County of
Fulton, State of Georgia, in the
presence of
Unofficial Witness
Notary Public, Walton County, Georgia
My Commission Expires August 2, 1996
(signatures continued on next page)
CHEMICAL BANK
By:
Vice President
Attest:
Assistant Secretary
Signed, sealed and delivered
this 9th day of September, 1994
by Chemical Bank in the County
of New York, State of New York,
in the presence of
Unofficial Witness
ANNABELLE DeLUCA
Notary Public, State of New York
No. 01DE5013759
Qualified in Kings County
Certificate filed in New York County
Commission Expires July 15, 1995
STATE OF GEORGIA )
) SS.:
COUNTY OF FULTON )
On the 7th day of September, 1994, personally appeared
before me Jane F. Genske, a Notary Public in and for the State
and County aforesaid, David Williams, who made oath and said that
he was present and saw the corporate seal of Georgia Power
Company affixed to the above written instrument, that he saw Judy
M. Anderson, Vice President, with Wayne Boston, Assistant
Secretary, known to him to be such officers of said corporation
respectively, attest the same, and that he, deponent, with
Jane F. Genske, witnessed the execution and delivery of the said
instrument as the free act and deed of said Georgia Power
Company.
Subscribed and sworn to )
before me this 7th day )
of September, 1994 )
Notary Public, Walton County, Georgia
My Commission Expires August 2, 1996
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the 9th day of September, 1994, personally appeared
before me Annabelle DeLuca, a Notary Public in and for the State
and County aforesaid, P. Kelly, who made oath and said that she
was present and saw the corporate seal of Chemical Bank affixed
to the above written instrument, that she saw P. J. Gilkeson,
Vice President, with L. O'Brien, Assistant Secretary, known to
her to be such officers of said corporation respectively, attest
the same, and that she, deponent, with Annabelle DeLuca,
witnessed the execution and delivery of the said instrument as
the free act and deed of said Chemical Bank.
Subscribed and sworn to )
before me this 9th day )
of September, 1994 )
ANNABELLE DeLUCA
Notary Public, State of New York
No. 01DE5013759
Qualified in Kings County
Certificate filed in New York County
Commission Expires July 15, 1995
STATE OF GEORGIA )
) SS.:
COUNTY OF FULTON )
On the 7th day of September, in the year one thousand nine
hundred and ninety-four, before me personally came Judy M.
Anderson, to me known, who, being by me duly sworn, did depose
and say that she resides at 199 14th Street, N.E., Atlanta,
Georgia; that she is a Vice President of Georgia Power Company,
one of the corporations described in and which executed the
foregoing instrument; that she knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of
Directors of said corporation; and that she signed her name
thereto by like order.
Notary Public, Walton
County, Georgia
My Commission Expires
August 2, 1996
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the 9th day of September, in the year one thousand nine
hundred and ninety-four, before me personally came P. J.
Gilkeson, to me known, who, being by me duly sworn, did depose
and say that he resides at 452 Delafield Avenue, Staten Island,
New York; that he is a Vice President of Chemical Bank, one of
the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said
corporation; and that he signed his name thereto by like order.
ANNABELLE DeLUCA
Notary Public, State of
New York
No. 01DE5013759
Qualified in Kings County
Certificate filed in New
York County
Commission Expires
July 15, 1995
STATE OF GEORGIA )
) SS.:
COUNTY OF FULTON )
On the 7th day of September, 1994, before me appeared Judy
M. Anderson, to me personally known, who, being by me duly sworn,
did say that she is a Vice President of Georgia Power Company,
and that the seal affixed to said instrument is the corporate
seal of said corporation and that said instrument was signed and
sealed in behalf of said corporation by authority of its Board of
Directors, and that said Judy M. Anderson acknowledged said
instrument to be the free act and deed of said corporation.
Given under my hand this 7th day of September, 1994.
Notary Public, Walton
County, Georgia
My Commission Expires
August 2, 1996
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the 9th day of September, 1994, before me appeared P. J.
Gilkeson, to me personally known, who, being by me duly sworn,
did say that he is a Vice President of Chemical Bank, and that
the seal affixed to said instrument is the corporate seal of said
corporation and that said instrument was signed and sealed in
behalf of said corporation by authority of its Board of
Directors, and that said P. J. Gilkeson acknowledged said
instrument to be the free act and deed of said corporation.
Given under my hand this 9th day of September, 1994.
ANNABELLE DeLUCA
Notary Public, State of
New York
No. 01DE5013759
Qualified in Kings County
Certificate filed in New
York County
Commission Expires
July 15, 1995
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