Exhibit 10.3(b)
Equity Contribution Agreement 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 Equity Contribution
Agreement, dated as of November 15, 2001 (as amended, restated, supplemented or
otherwise modified from time to time, the "Equity Contribution Agreement")
between The Southern Company ("Southern"), the Borrower and the Agent. Terms
defined in the Equity Contribution Agreement, 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 Equity Contribution Agreement:
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 Equity Contribution Agreement shall be supplemented with
the Orlando Project.
Southern hereby confirms, in favor of each of the Borrower and the
Agent that its obligations under the Equity Contribution Agreement shall, on and
from the date hereof, extend in all respects, in accordance with the terms
thereof, to the Project set forth in Schedule 1 hereto.
Southern hereby confirms that each of the representations and
warranties set forth in Section 2 of the Equity Contribution Agreement 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 1 hereto, 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 Equity Contribution Agreement Supplement and the acceptance
by the Borrower of such proceeds shall constitute a representation and warranty
made herein, with respect to Section 2 of the Equity Contribution Agreement, by
Southern to such effect).
Except as expressly amended hereby, all of the provisions of the Equity
Contribution Agreement shall continue to be, and shall remain, in full force and
effect in accordance with its terms.
This Equity Contribution Agreement Supplement shall be construed as
supplementing and forming part of the Equity Contribution Agreement and shall be
read accordingly.
This Equity Contribution Agreement 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 Equity Contribution Agreement Supplement by
telecopier shall be effective as delivery of an original executed counterpart of
this Equity Contribution Agreement Supplement.
This Equity Contribution Agreement 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 1
SUBSEQUENT PROJECT AND
INITIAL PROJECT BUDGET
Orlando Project
ORLANDO PROJECT BUDGET
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Budget Description Budget Amount
Orlando
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General Construction 56,260,000
Engineering and Project Management 6,800,000
Construction Management 4,900,000
Owner Purchased Equipment - 112,955,000
CTG's, HRSG's, STG's
Owner Purchased Balance of Plant 27,600,000
GSU Supply & Installation 6,785,000
Directs Subtotal $215,300,000
Insurance 880,000
Legal and Professional Fee's 2,155,818
Sales Tax 200,000
Property Tax 0
Electrical Interconnection 0
Gas Interconnection 0
Start-up and Commissioning including 10,085,812
spares
Contingency 2,884,308
Interest During Construction 20,061,784
Financing Costs 0
Site & Owners Cost (Land Purchase, etc) 650,000
Waste Water Treatment Plant 9,748,000
Other Project Costs Subtotal 46,665,722
Project Total for all Co-Owners 261,965,722
Southern Company-Florida LLC's 65% Share 170,277,719
of Project Costs
Project Limit for Orlando Project 102,166,631
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