Exhibit 10-2(b)
Completion Guarantee Supplement
Citibank, N.A.,
as Agent
under the Credit Agreement referred to below
0 Xxxxx Xxx
Xxxxx 000
Xxx Xxxxxx, XX 00000
Attention: Xxxx Xxxxxx
April 22, 2002
Ladies and Gentlemen:
Reference is made to (a) the Credit Agreement, dated as of November 15,
2001 (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement") by and among Southern Power Company (the
"Borrower"), the Lenders and the Co-Arrangers party thereto, Citibank, N.A., as
administrative agent for the Lenders (the "Agent"), and Xxxxxxx Xxxxx Barney
Inc., as lead arranger and syndication agent; and (b) the Completion Guarantee,
dated as of November 15, 2001 (as amended, restated, supplemented or otherwise
modified from time to time, the " Completion Guarantee") between The Southern
Company ("Southern"), the Borrower and the Agent. Terms defined in the
Completion Guarantee, including by reference to the Credit Agreement, are used
herein with the same meaning.
Each of the Borrower and Southern hereby agrees in favor of the Agent
that, with effect on and from the date hereof, the following Subsequent Project
shall be a "Project" for all purposes under the Completion Guarantee:
Southern Company - Florida LLC's undivided sixty-five percent
ownership interest in that certain nominal six hundred thirty-three
(633) megawatt gas-fired combined cycle electric generation plant and
related facilities to be constructed by Southern Company Services,
Inc. at the Xxxxxx X. Xxxxxxx Energy Center power plant site located
in Orange County, Florida (the "Orlando Project"),
and Schedule 1 to the Completion Guarantee shall be supplemented with Schedule I
to this Completion Guarantee Supplement.
Southern hereby confirms that each of the representations and
warranties set forth in Section 4 of the Completion Guarantee are true and
correct in all material respects as of the date hereof and, if different from
the date hereof, as of the date of the first Utilization with respect to the
Project set forth in Schedule I to this Completion Guarantee Supplement, before
and after giving effect to such Utilization and to the application of the
proceeds therefrom (or, if such Utilization is a CP Commitment Reservation,
after giving effect to the application of the proceeds of the Commercial Paper
for which such CP Commitment Reservation was requested), as though made on and
as of such date (and each of the giving of this Completion Guarantee Supplement
and the acceptance by the Borrower of such proceeds shall constitute a
representation and warranty made herein, with respect to Section 4 of the
Completion Guarantee, by Southern to such effect).
Southern hereby confirms, in favor of each of the Borrower and the
Agent that its obligations under the Completion Guarantee shall, on and from the
date hereof, extend in all respects, in accordance with the terms thereof, to
the Project set forth in Schedule I hereto.
Except as expressly amended hereby, all of the provisions of the
Completion Guarantee shall continue to be, and shall remain, in full force and
effect in accordance with its terms.
This Completion Guarantee Supplement shall be construed as
supplementing and forming part of the Completion Guarantee and shall be read
accordingly.
This Completion Guarantee Supplement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement. Delivery of an
executed counterpart of this Completion Guarantee Supplement by telecopier shall
be effective as delivery of an original executed counterpart of this Completion
Guarantee Supplement.
This Completion Guarantee Supplement shall be governed by, and
construed in accordance with, the Laws of the State of New York.
THE SOUTHERN COMPANY
By:
-----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President, Chief Financial Officer
and Treasurer
SOUTHERN POWER COMPANY
By:
-----------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
Accepted by:
CITIBANK, N.A., as Agent
By:
---------------------------------
Name:
Title:
Schedule I to
Completion Guarantee Supplement
Subsequent Project
Orlando Project
