Exhibit B-2
GEORGIA POWER COMPANY
TO
JPMORGAN CHASE BANK,
TRUSTEE
-------------------------
SUPPLEMENTAL INDENTURE
DATED AS OF
-------------------------
$
SERIES % JUNIOR SUBORDINATED NOTES
DUE
TABLE OF CONTENTS1
PAGE
ARTICLE 1................................................................1
SECTION 101. Establishment........................1
SECTION 102. Definitions..........................2
SECTION 103. Payment of Principal and Interest....3
SECTION 104. Deferral of Interest Payments........4
SECTION 105. Denominations........................4
SECTION 106. Global Securities....................4
SECTION 107. Transfer.............................5
SECTION 108. Redemption...........................5
ARTICLE 2................................................................6
SECTION 201. Recitals by Company..................6
SECTION 202. Ratification and Incorporation of
Original Indenture...................6
SECTION 203. Executed in Counterparts.............6
SECTION 204. Listing of Notes.....................6
1This Table of Contents does not constitute part of the Indenture or have any
bearing upon the interpretation of any of its terms and provisions.
THIS SUPPLEMENTAL INDENTURE is made as of the day of , by and between
GEORGIA POWER COMPANY, a Georgia corporation, 241 Xxxxx XxXxxx Xxxxxxxxx, X.X.,
Xxxxxxx, Xxxxxxx 00000-0000 (the "Company"), and JPMORGAN CHASE BANK, a New York
banking corporation, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the
"Trustee").
W I T N E S S E T H:
WHEREAS, the Company has heretofore entered into a Subordinated Note
Indenture, dated as of June 1, 1997 (the "Original Indenture"), with JPMorgan
Chase Bank (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 Supplemental Indenture, is herein called the "Indenture";
WHEREAS, under the Original Indenture, a new series of Junior
Subordinated Notes may at any time be established pursuant to a supplemental
indenture executed by the Company and the Trustee;
WHEREAS, the Company proposes to create under the Indenture a new
series of Junior Subordinated Notes;
WHEREAS, additional Junior Subordinated 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 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 Junior Subordinated Notes
SECTION 101. Establishment. There is hereby established a new series of
Junior Subordinated Notes to be issued under the Indenture, to be designated as
the Company's Series % Junior Subordinated Notes due (the "Series Notes").
There are to be authenticated and delivered $ aggregate principal
amount of Series Notes, and no further Series Notes shall be authenticated and
delivered except as provided by Sections
203, 303, 304, 907 or 1107 of the Original Indenture. The Series Notes shall be
issued in definitive fully registered form.
The Series Notes shall be in substantially the form set out in Exhibit
A hereto. The entire principal amount of the Series Notes shall initially be
evidenced by one certificate issued to the Property Trustee of Georgia Power
Capital Trust .
The form of the Trustee's Certificate of Authentication for the Series
Notes shall be in substantially the form set forth in Exhibit A hereto.
Each Series 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.
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.
"Deferred Interest" means each installment of interest not paid during
any Extension Period, and interest thereon. Deferred installments of interest
shall bear interest at the rate of % per annum from the applicable Interest
Payment Date to the date of payment, compounded quarterly.
"Extension Period" means any period during which the Company has
elected to defer payments of interest, which deferral may be for a period of up
to twenty (20) consecutive quarters.
"Interest Payment Dates" means , , and of each year, commencing .
"Investment Company Act Event" means that the Company shall have
received an Opinion of Counsel to the effect that, as a result of the occurrence
of a change in law or regulation or a written change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority, there is more than an insubstantial risk that
the Securities Trust is or will be considered an "investment company" that is
required to be registered under the Investment Company Act of 1940, as amended,
which change becomes effective on or after the Original Issue Date.
"Original Issue Date" means .
"Regular Record Date" means, with respect to each Interest Payment
Date, the close of business (i) on the Business Day immediately preceding such
Interest Payment Date if (A) the Preferred Securities issued by the Securities
Trust are in book-entry only form or (B) the Series Notes have been distributed
to holders of the Trust Securities of the Securities Trust and such Series E
Notes are in book-entry only form or (ii) on the 15th calendar day preceding
such Interest Payment Date if neither such Preferred Securities nor the Series
Notes are in book-entry only form.
"Securities Trust" means Georgia Power Capital Trust , a statutory
business trust formed by the Company under Delaware law to issue Trust
Securities, the proceeds of which will be used to purchase Series Notes.
"Special Event" means an Investment Company Act Event or Tax Event.
"Stated Maturity" means .
"Tax Event" means that the Company shall have received an Opinion of
Counsel experienced in such matters to the effect that, as a result of (a) any
amendment to, or change (including any announced prospective change) in, laws
(or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (b) any amendment to, or
change in, an interpretation or application of such laws or regulations, there
is more than an insubstantial risk that (i) the Securities Trust would be
subject to United States federal income tax with respect to income accrued or
received on the Series Notes, (ii) interest payable on the Series E Notes would
not be deductible by the Company for United States federal income tax purposes,
or (iii) the Securities Trust would be subject to more than a de minimis amount
of other taxes, duties or other governmental charges, which change or amendment
becomes effective on or after the Original Issue Date.
"Underwriters" means the underwriters named in the Underwriting
Agreement.
"Underwriting Agreement" means the Underwriting Agreement, dated ,
among the Trust, the Depositor and the Underwriters.
SECTION 103. Payment of Principal and Interest. Principal shall be paid
at the Stated Maturity (or upon earlier redemption). The unpaid principal amount
of the Series Notes shall bear interest at the rate of % per annum until paid or
duly provided for. Interest shall be paid quarterly in arrears on each Interest
Payment Date to the Person in whose name the Series 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. So long as an
Extension Period is not occurring, any such interest that is not so punctually
paid or duly provided for will forthwith cease to be payable to the Holders on
such Regular Record Date and may either be paid to the Person or Persons in
whose name the Series 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 ("Special Record Date"), notice whereof shall be given to Holders of the
Series 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 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 Notes will include interest accrued
to but excluding the respective Interest Payment Dates. Interest payments for
the Series 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 Notes is not a Business Day, then a payment of the interest payable
on such date will be made on the next succeeding day that is a Business Day,
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date the payment was originally
payable.
Payment of the principal and interest (including Additional Interest,
if any) due at the Stated Maturity or earlier redemption of the Series Notes
shall be made upon surrender of the Series Notes at the Corporate Trust Office
of the Trustee, 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 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.
The Company shall pay, as additional interest on the Series Notes, when
due to the United States or any other taxing authority, the amounts set forth in
clause (i) of the definition of Additional Interest.
SECTION 104. Deferral of Interest Payments. The Company has the right
at any time and from time to time to extend the interest payment period of the
Series Notes for up to twenty (20) consecutive quarters (each, an "Extension
Period"), but not beyond the Stated Maturity. Notwithstanding the foregoing, the
Company has no right to extend its obligation to pay such amounts as are defined
in clause (i) of the definition of Additional Interest. Prior to the termination
of any such Extension Period, the Company may further extend the interest
payment period, provided that such Extension Period, together with all such
previous and further extensions of that Extension Period, shall not exceed
twenty (20) consecutive quarters. Upon the termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due, the Company may select a new Extension Period,
subject to the above limitations and requirements.
Upon the termination of any Extension Period, which termination shall
be on an Interest Payment Date, the Company shall pay all Deferred Interest on
the next succeeding Interest Payment Date to the Person in whose name the Series
Notes are registered on the Regular Record Date for such Interest Payment Date,
provided that Deferred Interest payable at Stated Maturity or on any Redemption
Date will be paid to the Person to whom principal is payable.
The Company shall give the Holder or Holders of the Series Notes and
the Trustee notice, as provided in Sections 105 and 106, respectively, of the
Original Indenture, of its selection or extension of an Extension Period at
least one Business Day prior to the earlier of (i) the Regular Record Date
relating to the Interest Payment Date on which the Extension Period is to
commence or relating to the Interest Payment Date on which an Extension Period
that is being extended would otherwise terminate, or (ii) the date the Company
or Securities Trust is required to give notice to the New York Stock Exchange or
other applicable self-regulatory organization of the record date or the date
such distributions are payable. The Company shall cause the Securities Trust to
give notice of the Company's selection of such Extension Period to Holders of
the Trust Securities. The month in which any notice is given pursuant to the
immediately preceding sentence of this Section shall constitute the first month
of the first quarter of the twenty (20) quarters, which comprise the Maximum
Extension Period.
At any time any of the foregoing notices are given to the Trustee, the
Company shall give to the Paying Agent for the Series Notes such information as
said Paying Agent shall reasonably require in order to fulfill its tax reporting
obligations with respect to such Series Notes.
SECTION 105. Denominations. The Series Notes may be issued in the
denominations of $25, or any integral multiple thereof.
SECTION 106. Global Securities. If the Series Notes are distributed to
Holders of the Trust Securities of the Securities Trust in liquidation of such
Holders' interests therein, the Series 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 Notes represented by the Global Security
will not be exchangeable for, and will not otherwise be issuable as, Series E
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 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.
A Global Security shall be exchangeable for Series 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, 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, (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
Notes. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Series Notes registered in such names as the
Depositary shall direct.
SECTION 107. Transfer. No service charge will be made for any transfer
or exchange of Series 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 Notes during a period beginning at the opening of business fifteen
(15) days before the day of the mailing of a notice identifying the serial
numbers of the Series Notes to be called for redemption, and ending at the close
of business on the day of the mailing, or (b) to transfer or exchange any Series
Notes theretofore selected for redemption in whole or in part,
except the unredeemed portion of any Series Note redeemed in part.
SECTION 108. Redemption. The Series Notes shall be subject to
redemption at the option of the Company, in whole or in part, without premium or
penalty, at any time or from time to time on or after , at a Redemption Price
equal to 100% of the principal amount to be redeemed plus accrued but unpaid
interest, including Additional Interest, if any, to the Redemption Date;
provided, however, that if a redemption in part shall result in the delisting of
the Preferred Securities issued by the Securities Trust, the Company may only
redeem the Series Notes in whole. In addition, upon the occurrence of a Special
Event at any time, the Company may, within ninety (90) days following the
occurrence thereof and subject to the terms and conditions of the Indenture,
elect to redeem the Series Notes, in whole, at a price equal to 100% of the
principal amount to be redeemed plus any accrued but unpaid interest (including
Additional Interest) to the Redemption Date. In the event of redemption of the
Series Notes in part only, a new Series Note or Notes for the unredeemed portion
will be issued in the name or names of the Holders thereof upon the surrender
thereof.
The Series Notes will not have a sinking fund.
Notice of redemption shall be given as provided in Section 1104 of the
Original Indenture.
Any redemption of less than all of the Series Notes shall, with respect
to the principal thereof, be divisible by $25.
ARTICLE 2
Miscellaneous Provisions
SECTION 201. Recitals by Company. The recitals in this 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 Notes and of this 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 further supplemented by this Supplemental Indenture shall be
read, taken and construed as one and the same instrument.
SECTION 203. Executed in Counterparts. This 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.
SECTION 204. Listing of Notes. If the Series Notes are to be issued as
a Global Security in connection with the distribution of the Series Notes to the
Holders of the Preferred Securities issued by the Securities Trust, the Company
will use its best efforts to list such Series
Notes on the New York Stock Exchange or any such other exchange on
which such Preferred Securities are then listed and traded.
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: By:
------------------------ ---------------------------
Name: Xxxxx Boston Name: Xxxxx X. Xxxxxxxx
Title: Assistant Secretary Title: Executive Vice President,
Treasurer and
Chief Financial Officer
ATTEST: JPMORGAN CHASE BANK
By: By:
------------------------ ----------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxx Xx
Title: Assistant Vice President Title: Vice President
EXHIBIT A
FORM OF SERIES NOTE
NO. 1 CUSIP NO. ____________
THE INDEBTEDNESS EVIDENCED BY THIS SECURITY IS, TO THE EXTENT PROVIDED IN THE
INDENTURE, SUBORDINATE AND SUBJECT IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN
FULL OF ALL SENIOR INDEBTEDNESS AND THIS SECURITY IS ISSUED SUBJECT TO THE
PROVISIONS OF THE INDENTURE WITH RESPECT THERETO.
GEORGIA POWER COMPANY
SERIES % JUNIOR SUBORDINATED NOTE
DUE
Principal Amount: $___________
Regular Record Date: One Business Day prior
to Interest Payment Date (if the
Preferred Securities issued by the
Securities Trust are in book-entry
only form or if the Securities Trust
is dissolved and the Series Notes
are in book-entry only form) or 15th
calendar day prior to Interest
Payment Date (if neither such
Preferred Securities or the Series
Notes are in book-entry only form)
Original Issue Date:
Stated Maturity:
Interest Payment Dates:
Interest Rate: % per annum
Authorized Denomination: $25
Initial Redemption Date:
Georgia Power Company, a Georgia corporation (the "Company", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
__________________, or registered assigns, the principal sum of __________
DOLLARS ($__________) on the Stated Maturity shown above (or upon earlier
redemption), and to pay interest thereon from the Original Issue Date shown
above, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, quarterly in arrears on each Interest Payment Date as
specified above, commencing on 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 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 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, except that, if such
Business Day is in the next succeeding calendar year, payment shall be made on
the immediately preceding Business Day, in each case 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 or the principal corporate trust office of the Property Trustee of
the Securities Trust are closed for business.
The Company shall have the right at any time and from time to time
during the term of this Note to extend the interest payment period of such Note
for up to 20 consecutive quarters but not beyond the Stated Maturity of this
Note (each, an "Extension Period"), during which periods unpaid interest
(together with interest thereon) will compound quarterly at the Interest Rate
("Deferred Interest"). Upon the termination of each Extension Period, which
shall be an Interest Payment Date, the Company shall pay all Deferred Interest
on the next succeeding Interest Payment Date to the Person in whose name this
Note is registered at the close of business on the Regular Record Date for such
Interest Payment Date, provided that any Deferred Interest payable at Stated
Maturity or on any Redemption Date will be paid to the Person to whom principal
is payable. Prior to the termination of any such Extension Period, the Company
may extend the interest payment period, provided that such Extension Period
together with all such previous and further extensions thereof shall not exceed
20 consecutive quarters. Upon the termination of any such Extension Period, and
the payment of all accrued and unpaid interest and any Additional Interest then
due, the Company may select a new Extension Period, subject to the above
requirements. If the Company shall have given notice of its election to select
any Extension Period, the Company shall not, subject to certain exceptions
provided in the Indenture, (i) declare or pay any dividend or distribution on,
or redeem, purchase, acquire or make a liquidation payment with respect to, any
of its capital stock, or make any guarantee payments with respect to the
foregoing and (ii) make any payment of interest, principal or premium, if any,
on or repay, repurchase or redeem any debt securities (including guarantees
other than its guarantee of the Preferred Securities issued by Georgia Power
Capital Trust ) issued by the Company that rank pari passu with or junior to
this Note. The Company shall give the Holder of this Note and the Trustee notice
of its selection or extension of an Extension Period at least one Business Day
prior to the earlier of (i) the Regular Record Date relating to the Interest
Payment Date on which the Extension Period is to commence or relating to the
Interest Payment Date on which an Extension Period that is being extended would
otherwise terminate or (ii) the date the Company or Securities Trust is required
to give notice to the New York Stock Exchange or other applicable
self-regulatory organization of the record date or the date distributions are
payable.
The Company also shall be obligated to pay when due and without
extension all additional amounts as may be required so that the net amount
received and retained by the Holder of this Note (if the Holder is a Securities
Trust) after paying taxes, duties, assessments or governmental charges of
whatever nature (other than withholding taxes) imposed by the United States or
any other taxing authority will not be less than the amounts such Holder would
have received had no such taxes, duties, assessments, or other governmental
charges been imposed.
Payment of the principal of and interest (including Additional
Interest, if any) due at the Stated Maturity or earlier redemption of the Series
Notes shall be made upon surrender of the Series Notes at the Corporate Trust
Office of the Trustee, 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 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.
The indebtedness evidenced by this Note is, to the extent provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness (as defined in the Indenture), and this Note
is issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Note, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
so provided, and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes. Each Holder hereof, by his acceptance hereof, waives all notice
of the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.
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.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: _______________, ____.
GEORGIA POWER COMPANY
By:
-------------------------------------
Xxxxx X. Xxxxxxxx
Executive Vice President, Treasurer
and Chief Financial Officer
Attest:
Assistant Secretary
{Seal of GEORGIA POWER COMPANY appears here}
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
JPMORGAN CHASE BANK,
as Trustee
By:
---------------------------------
Authorized Officer
(Reverse Side of Note)
This Note is one of a duly authorized issue of Junior Subordinated
Notes of the Company (the "Notes"), issued and issuable in one or more series
under a Subordinated Note Indenture, dated as of June 1, 1997, as supplemented
(the "Indenture"), between the Company and JPMorgan Chase Bank (formerly known
as The Chase Manhattan Bank), Trustee (the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
incidental thereto reference is hereby made for a statement of the respective
rights, limitation of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes issued thereunder and of the terms upon
which said Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof as Series % Junior Subordinated
Notes due
(the "Series Notes") in the aggregate principal amount of up
to $ . 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 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 accrued but
unpaid interest, including any Additional Interest, if any, to the Redemption
Date. Upon the occurrence of a Special Event (as defined below) at any time, the
Company may, within 90 days following the occurrence thereof and subject to the
terms and conditions of the Indenture, redeem this Note without premium or
penalty, in whole, at a Redemption Price equal to 100% of the principal amount
thereof plus accrued but unpaid interest, including any Additional Interest, if
any, to the Redemption Date. A Special Event may be a Tax Event or an Investment
Company Act Event. "Tax Event" means that the Company shall have received an
Opinion of Counsel experienced in such matters to the effect that, as a result
of (a) any amendment to, or change (including any announced prospective change)
in, laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (b) any amendment to, or
change in, an interpretation or application of such laws or regulations, there
is more than an insubstantial risk that (i) the related Securities Trust would
be subject to United States federal income tax with respect to income accrued or
received on the Series
Notes, (ii) interest payable on the Notes of this series would not be
deductible by the Company for United States federal income tax purposes, or
(iii) the related Securities Trust would be subject to more than a de minimis
amount of other taxes, duties or other governmental charges, which change or
amendment becomes effective on or after the Original Issue Date. "Investment
Company Act Event" means that the Company shall have received an Opinion of
Counsel to the effect that, as a result of the occurrence of a change in law or
regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that the related Securities
Trust is or will be considered an "investment company" which is required to be
registered under the Investment Company Act of 1940, as amended, which change
becomes effective on or after the Original Issue 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 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
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar and duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series, of
authorized denominations and of like tenor and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Notes of this series are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Notes of
this series are exchangeable for a like aggregate principal amount of Notes of
this series of a different authorized denomination, as requested by the Holder
surrendering the same upon surrender of the Note or Notes to be exchanged at the
office or agency of the Company.
This Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM- as tenants in UNIF GIFT MIN ACT- _______ Custodian ________
common (Cust) (Minor)
TEN ENT- as tenants by the
entireties under Uniform Gifts to
JT TEN- as joint tenants Minors Act
with right of
survivorship and ________________________
not as tenants (State)
in common
Additional abbreviations may also be used
though not on the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
(please insert Social Security or other identifying number of assignee)
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
agent to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
----------------------------- -----------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the
within instrument in every
particular without alteration or
enlargement, or any change whatever.
EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
JPMORGAN CHASE BANK,
as Trustee
By:
-------------------------------
Authorized Officer
