File No. 70-7832
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 13
(Post-Effective No. 11)
Form U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
GEORGIA POWER COMPANY
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
(Name of company or companies filing this statement
and addresses of principal executive offices)
THE SOUTHERN COMPANY
(Name of top registered holding company parent
of each applicant or declarant)
Judy M. Anderson
Vice President and Corporate Secretary
Georgia Power Company
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
(Names and addresses of agents for service)
The Commission is requested to mail signed copies
of all orders, notices and communications to:
W. L. Westbrook John F. Young
Financial Vice President Vice President
The Southern Company Southern Company Services, Inc.
64 Perimeter Center East One Wall Street, 42nd Floor
Atlanta, Georgia 30346 New York, New York 10005
Warren Y. Jobe John D. McLanahan, Esq.
Executive Vice President and Troutman Sanders
Chief Financial Officer 600 Peachtree Street, N.E.
Georgia Power Company Suite 5200
333 Piedmont Avenue, N.E. Atlanta, Georgia 30308-2216
Atlanta, Georgia 30308
<PAGE>
Item 6. Exhibits and Financial Statements.
(a) Exhibits
A-1(d) - Draft of proposed Supplemental
Indenture between Georgia and Chemical
Bank, as Trustee, relating to
Collateral Bonds for the Variable
Bonds.
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
GEORGIA POWER COMPANY
Dated: July 15, 1994 By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
<PAGE>
EXHIBIT A-1(d)
DRAFT
July 12, 1994
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 July 1, 1994
Providing among other things for
FIRST MORTGAGE BONDS
Second Pollution Control Series due July 1, 2024
Third Pollution Control Series due July 1, 2024
Fourth Pollution Control Series due July 1, 2024
Fifth Pollution Control Series due July 1, 2024
<PAGE>
SUPPLEMENTAL INDENTURE, dated as of July 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:
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"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 four series of bonds under the
Indenture to be designated, respectively, as "Second Pollution
Control Series due July 1, 2024" (hereinafter sometimes referred
to as the "new Second Series Bonds"), "Third Pollution Control
Series due July 1, 2024" (hereinafter sometimes referred to as
the "new Third Series Bonds"), "Fourth Pollution Control Series
due July 1, 2024" (hereinafter sometimes referred to as the "new
Fourth Series Bonds") and "Fifth Pollution Control Series due
July 1, 2024" (hereinafter sometimes referred to as the "new
Fifth Series Bonds") (the new Second Series Bonds, the new Third
Series Bonds, the new Fourth Series Bonds and the new Fifth
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
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:
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<PAGE>
[FORM OF NEW BOND OF EACH SERIES]
GEORGIA POWER COMPANY
FIRST MORTGAGE BOND, _____ POLLUTION CONTROL SERIES
DUE JULY 1, 2024
No. $
Georgia Power Company, a Georgia corporation (hereinafter
called the "Company"), for value received, hereby promises to pay
to First Union National Bank of Georgia, Charlotte, North
Carolina (as trustee under a Trust Indenture dated as of July 1,
1994 of the Development Authority of Burke County, relating to
the Revenue Bonds (hereinafter mentioned)), or registered
assigns, the principal sum of _____________________ Dollars on
July 1, 2024, 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, or unless the date hereof is prior to the first interest
payment date, in which case from July 20, 1994, 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 July 20, 1994 issued
pursuant to Section 3.2 of the Loan Agreement dated as of July 1,
1994 between the Development Authority of Burke 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 Development Authority of
Burke County (Georgia) Pollution Control Revenue Bonds (Georgia
Power Company Plant Vogtle Project), _____ Series 1994
(hereinafter referred to as "Revenue Bonds") or there shall be on
deposit with the trustee pursuant to the Trust Indenture dated as
of July 1, 1994 of the Development Authority of Burke County to
First Union National Bank of Georgia, Charlotte, North Carolina,
as trustee, relating to the Revenue Bonds (hereinafter referred
to as the "Revenue Indenture"), sufficient available funds to pay
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<PAGE>
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
outstanding under the Revenue Indenture has been declared
immediately due and payable pursuant to the provisions of
Section 8.02 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
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<PAGE>
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 the optional
redemption provisions of the Revenue Bonds and 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 pursuant to such optional redemption
provisions 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.
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
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<PAGE>
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:
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
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<PAGE>
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 $10,000,000 principal amount of new Second
Series Bonds, $55,000,000 principal amount of new Third Series
Bonds, $55,000,000 principal amount of new Fourth Series Bonds
and $55,000,000 principal amount of new Fifth 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
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,
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<PAGE>
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
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:
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<PAGE>
SECTION 1. There are hereby created four 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 Second Series Burke Bonds pursuant to
the Second Series Burke Indenture (each as hereinafter defined)
in the case of the new Second Series Bonds, (ii) the Third Series
Burke Bonds pursuant to the Third Series Burke Indenture (each as
hereinafter defined) in the case of the new Third Series Bonds,
(iii) the Fourth Series Burke Bonds pursuant to the Fourth Series
Burke Indenture (each as hereinafter defined) in the case of the
new Fourth Series Bonds and (iv) the Fifth Series Burke Bonds
pursuant to the Fifth Series Burke Indenture (each as hereinafter
defined) in the case of the new Fifth 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
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.
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<PAGE>
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 Second 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 20, 1994 issued pursuant to Section 3.2 of the
Loan Agreement dated as of July 1, 1994 between the Development
Authority of Burke County and the Company, relating to the Second
Series 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), Second Series 1994 (hereinafter referred to as
the "Second Series Burke Bonds") or there shall be on deposit
with the trustee pursuant to the Trust Indenture dated as of
July 1, 1994 of the Development Authority of Burke County to
First Union National Bank of Georgia, Charlotte, North Carolina,
as trustee, relating to the Second Series Burke Bonds
(hereinafter referred to as the "Second Series Burke Indenture"),
sufficient available funds to pay fully or partially the then due
principal of and premium, if any, and interest on the Second
Series 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
Second 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 Second Series Burke
Indenture stating (i) that timely payment of principal of or
premium, if any, or interest on the Second Series 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.
In addition to the redemption as provided in Section 1
hereof, the new Second Series Bonds shall also be redeemable in
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whole upon receipt by the Trustee of a written demand for the
redemption of the new Second Series Bonds (hereinafter called
"Second Series Redemption Demand") from the trustee under the
Second Series Burke Indenture stating that the principal amount
of all the Second Series Burke Bonds then outstanding under the
Second Series Burke Indenture has been declared immediately due
and payable pursuant to the provisions of Section 8.02 of the
Second Series Burke Indenture, specifying the date from which
unpaid interest on the Second Series 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
Second 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 Series
Demand Redemption") and shall mail to the Trustee notice of such
date at least 30 days prior thereto. The date fixed for Second
Series Demand Redemption may be any day not more than 180 days
after receipt by the Trustee of the Second 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 Series Redemption Demand, the date for Second 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 Series Demand Redemption (hereinafter called the
"Second Series Demand Redemption Notice") to the trustee under
the Second Series Burke Indenture (and the registered holders of
the new Second Series Bonds if other than said trustee) not more
than 10 nor less than 5 days prior to the date fixed for Second
Series Demand Redemption, provided, however, that the Trustee
shall mail no Second Series Demand Redemption Notice (and no
Second Series Demand Redemption shall be made) if prior to the
mailing of the Second Series Demand Redemption Notice the Trustee
shall have received written notice of rescission of the Second
Series Redemption Demand from the trustee under the Second Series
Burke Indenture. Second Series Demand Redemption of the new
Second 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 Series Demand Redemption as above provided.
Anything in this paragraph contained to the contrary
notwithstanding, if, after mailing of the Second Series Demand
Redemption Notice and prior to the date fixed for Second Series
Demand Redemption, the Trustee shall have been advised in writing
by the trustee under the Second Series Burke Indenture that the
Second Series Redemption Demand has been rescinded, the Second
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
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Second Series Bonds and no payments in respect thereof as
specified in the Second Series Demand Redemption Notice shall be
effected or required.
The new Second Series Bonds shall also be redeemable in
whole at any time, or in part from time to time (hereinafter
called the "Second Series Regular Redemption"), upon receipt by
the Trustee of a written demand (hereinafter referred to as the
"Second Series Regular Redemption Demand") from the trustee under
the Second Series Burke Indenture stating: (1) the principal
amount of Second Series Burke Bonds to be redeemed pursuant to
the optional redemption provisions of the Second Series Burke
Bonds and the Second Series Burke Indenture; (2) the date of such
redemption and that notice thereof has been given as required by
the Second Series Burke Indenture; (3) that the Trustee shall
call for redemption on the stated date fixed for redemption of
the Second Series Burke Bonds a principal amount of the new
Second Series Bonds equal to the principal amount of Second
Series Burke Bonds to be redeemed; and (4) that the trustee under
the Second Series Burke Indenture, as holder of all the new
Second Series Bonds then outstanding, waives notice of such
redemption. The Trustee may conclusively presume the statements
contained in the Second Series Regular Redemption Demand to be
correct. Second Series Regular Redemption of the new Second
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 Second Series Burke 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 Second
Series Regular Redemption, which shall be the date specified
pursuant to item (2) of the Second Series Regular Redemption
Demand as above provided.
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 Third 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 20, 1994 issued pursuant to Section 3.2 of the
Loan Agreement dated as of July 1, 1994 between the Development
Authority of Burke County and the Company, relating to the Third
Series 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), Third Series 1994 (hereinafter referred to as
the "Third Series Burke Bonds") or there shall be on deposit with
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<PAGE>
the trustee pursuant to the Trust Indenture dated as of July 1,
1994 of the Development Authority of Burke County to First Union
National Bank of Georgia, Charlotte, North Carolina, as trustee,
relating to the Third Series Burke Bonds (hereinafter referred to
as the "Third Series Burke Indenture"), sufficient available
funds to pay fully or partially the then due principal of and
premium, if any, and interest on the Third Series 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 Third 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 Third Series Burke Indenture stating (i) that timely
payment of principal of or premium, if any, or interest on the
Third Series 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.
In addition to the redemption as provided in Section 1
hereof, the new Third Series Bonds shall also be redeemable in
whole upon receipt by the Trustee of a written demand for the
redemption of the new Third Series Bonds (hereinafter called
"Third Series Redemption Demand") from the trustee under the
Third Series Burke Indenture stating that the principal amount of
all the Third Series Burke Bonds then outstanding under the Third
Series Burke Indenture has been declared immediately due and
payable pursuant to the provisions of Section 8.02 of the Third
Series Burke Indenture, specifying the date from which unpaid
interest on the Third Series 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 Third 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 "Third Series Demand Redemption") and
shall mail to the Trustee notice of such date at least 30 days
prior thereto. The date fixed for Third Series Demand Redemption
may be any day not more than 180 days after receipt by the
Trustee of the Third Series Redemption Demand. If the Trustee
does not receive such notice from the Company within 150 days
after receipt by the Trustee of the Third Series Redemption
Demand, the date for Third Series Demand Redemption shall be
deemed fixed at the 180th day after such receipt. The Trustee
shall mail notice of the date fixed for Third Series Demand
Redemption (hereinafter called the "Third Series Demand
Redemption Notice") to the trustee under the Third Series Burke
Indenture (and the registered holders of the new Third Series
Bonds if other than said trustee) not more than 10 nor less than
5 days prior to the date fixed for Third Series Demand
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Redemption, provided, however, that the Trustee shall mail no
Third Series Demand Redemption Notice (and no Third Series Demand
Redemption shall be made) if prior to the mailing of the Third
Series Demand Redemption Notice the Trustee shall have received
written notice of rescission of the Third Series Redemption
Demand from the trustee under the Third Series Burke Indenture.
Third Series Demand Redemption of the new Third 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 Third Series
Demand Redemption as above provided. Anything in this paragraph
contained to the contrary notwithstanding, if, after mailing of
the Third Series Demand Redemption Notice and prior to the date
fixed for Third Series Demand Redemption, the Trustee shall have
been advised in writing by the trustee under the Third Series
Burke Indenture that the Third Series Redemption Demand has been
rescinded, the Third 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 Third Series Bonds and no payments in
respect thereof as specified in the Third Series Demand
Redemption Notice shall be effected or required.
The new Third Series Bonds shall also be redeemable in whole
at any time, or in part from time to time (hereinafter called the
"Third Series Regular Redemption"), upon receipt by the Trustee
of a written demand (hereinafter referred to as the "Third Series
Regular Redemption Demand") from the trustee under the Third
Series Burke Indenture stating: (1) the principal amount of
Third Series Burke Bonds to be redeemed pursuant to the optional
redemption provisions of the Third Series Burke Bonds and the
Third Series Burke Indenture; (2) the date of such redemption and
that notice thereof has been given as required by the Third
Series Burke Indenture; (3) that the Trustee shall call for
redemption on the stated date fixed for redemption of the Third
Series Burke Bonds a principal amount of the new Third Series
Bonds equal to the principal amount of Third Series Burke Bonds
to be redeemed; and (4) that the trustee under the Third Series
Burke Indenture, as holder of all the new Third Series Bonds then
outstanding, waives notice of such redemption. The Trustee may
conclusively presume the statements contained in the Third Series
Regular Redemption Demand to be correct. Third Series Regular
Redemption of the new Third 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
Third Series Burke 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 Third Series Regular Redemption, which
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<PAGE>
shall be the date specified pursuant to item (2) of the Third
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 Fourth 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 20, 1994 issued pursuant to Section 3.2 of the
Loan Agreement dated as of July 1, 1994 between the Development
Authority of Burke County and the Company, relating to the Fourth
Series 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), Fourth Series 1994 (hereinafter referred to as
the "Fourth Series Burke Bonds") or there shall be on deposit
with the trustee pursuant to the Trust Indenture dated as of
July 1, 1994 of the Development Authority of Burke County to
First Union National Bank of Georgia, Charlotte, North Carolina,
as trustee, relating to the Fourth Series Burke Bonds
(hereinafter referred to as the "Fourth Series Burke Indenture"),
sufficient available funds to pay fully or partially the then due
principal of and premium, if any, and interest on the Fourth
Series 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
Fourth 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 Fourth Series Burke
Indenture stating (i) that timely payment of principal of or
premium, if any, or interest on the Fourth Series 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.
In addition to the redemption as provided in Section 1
hereof, the new Fourth Series Bonds shall also be redeemable in
whole upon receipt by the Trustee of a written demand for the
redemption of the new Fourth Series Bonds (hereinafter called
"Fourth Series Redemption Demand") from the trustee under the
Fourth Series Burke Indenture stating that the principal amount
of all the Fourth Series Burke Bonds then outstanding under the
Fourth Series Burke Indenture has been declared immediately due
and payable pursuant to the provisions of Section 8.02 of the
Fourth Series Burke Indenture, specifying the date from which
unpaid interest on the Fourth Series Burke Bonds has then accrued
and stating that such declaration of maturity has not been
-15-
<PAGE>
rescinded. The Trustee shall within 10 days of receiving the
Fourth 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 "Fourth Series
Demand Redemption") and shall mail to the Trustee notice of such
date at least 30 days prior thereto. The date fixed for Fourth
Series Demand Redemption may be any day not more than 180 days
after receipt by the Trustee of the Fourth Series Redemption
Demand. If the Trustee does not receive such notice from the
Company within 150 days after receipt by the Trustee of the
Fourth Series Redemption Demand, the date for Fourth Series
Demand Redemption shall be deemed fixed at the 180th day after
such receipt. The Trustee shall mail notice of the date fixed
for Fourth Series Demand Redemption (hereinafter called the
"Fourth Series Demand Redemption Notice") to the trustee under
the Fourth Series Burke Indenture (and the registered holders of
the new Fourth Series Bonds if other than said trustee) not more
than 10 nor less than 5 days prior to the date fixed for Fourth
Series Demand Redemption, provided, however, that the Trustee
shall mail no Fourth Series Demand Redemption Notice (and no
Fourth Series Demand Redemption shall be made) if prior to the
mailing of the Fourth Series Demand Redemption Notice the Trustee
shall have received written notice of rescission of the Fourth
Series Redemption Demand from the trustee under the Fourth Series
Burke Indenture. Fourth Series Demand Redemption of the new
Fourth 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 Fourth Series Demand Redemption as above provided.
Anything in this paragraph contained to the contrary
notwithstanding, if, after mailing of the Fourth Series Demand
Redemption Notice and prior to the date fixed for Fourth Series
Demand Redemption, the Trustee shall have been advised in writing
by the trustee under the Fourth Series Burke Indenture that the
Fourth Series Redemption Demand has been rescinded, the Fourth
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
Fourth Series Bonds and no payments in respect thereof as
specified in the Fourth Series Demand Redemption Notice shall be
effected or required.
The new Fourth Series Bonds shall also be redeemable in
whole at any time, or in part from time to time (hereinafter
called the "Fourth Series Regular Redemption"), upon receipt by
the Trustee of a written demand (hereinafter referred to as the
"Fourth Series Regular Redemption Demand") from the trustee under
the Fourth Series Burke Indenture stating: (1) the principal
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<PAGE>
amount of Fourth Series Burke Bonds to be redeemed pursuant to
the optional redemption provisions of the Fourth Series Burke
Bonds and the Fourth Series Burke Indenture; (2) the date of such
redemption and that notice thereof has been given as required by
the Fourth Series Burke Indenture; (3) that the Trustee shall
call for redemption on the stated date fixed for redemption of
the Fourth Series Burke Bonds a principal amount of the new
Fourth Series Bonds equal to the principal amount of Fourth
Series Burke Bonds to be redeemed; and (4) that the trustee under
the Fourth Series Burke Indenture, as holder of all the new
Fourth Series Bonds then outstanding, waives notice of such
redemption. The Trustee may conclusively presume the statements
contained in the Fourth Series Regular Redemption Demand to be
correct. Fourth Series Regular Redemption of the new Fourth
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 Fourth Series Burke 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 Fourth
Series Regular Redemption, which shall be the date specified
pursuant to item (2) of the Fourth 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 Fifth 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 20, 1994 issued pursuant to Section 3.2 of the
Loan Agreement dated as of July 1, 1994 between the Development
Authority of Burke County and the Company, relating to the Fifth
Series 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), Fifth Series 1994 (hereinafter referred to as
the "Fifth Series Burke Bonds") or there shall be on deposit with
the trustee pursuant to the Trust Indenture dated as of July 1,
1994 of the Development Authority of Burke County to First Union
National Bank of Georgia, Charlotte, North Carolina, as trustee,
relating to the Fifth Series Burke Bonds (hereinafter referred to
as the "Fifth Series Burke Indenture"), sufficient available
funds to pay fully or partially the then due principal of and
premium, if any, and interest on the Fifth Series 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 Fifth Series Bonds shall
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<PAGE>
have been fully satisfied and discharged unless and until the
Trustee shall have received a written notice from the trustee
under the Fifth Series Burke Indenture stating (i) that timely
payment of principal of or premium, if any, or interest on the
Fifth Series 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.
In addition to the redemption as provided in Section 1
hereof, the new Fifth Series Bonds shall also be redeemable in
whole upon receipt by the Trustee of a written demand for the
redemption of the new Fifth Series Bonds (hereinafter called
"Fifth Series Redemption Demand") from the trustee under the
Fifth Series Burke Indenture stating that the principal amount of
all the Fifth Series Burke Bonds then outstanding under the Fifth
Series Burke Indenture has been declared immediately due and
payable pursuant to the provisions of Section 8.02 of the Fifth
Series Burke Indenture, specifying the date from which unpaid
interest on the Fifth Series 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 Fifth 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 "Fifth Series Demand Redemption") and
shall mail to the Trustee notice of such date at least 30 days
prior thereto. The date fixed for Fifth Series Demand Redemption
may be any day not more than 180 days after receipt by the
Trustee of the Fifth Series Redemption Demand. If the Trustee
does not receive such notice from the Company within 150 days
after receipt by the Trustee of the Fifth Series Redemption
Demand, the date for Fifth Series Demand Redemption shall be
deemed fixed at the 180th day after such receipt. The Trustee
shall mail notice of the date fixed for Fifth Series Demand
Redemption (hereinafter called the "Fifth Series Demand
Redemption Notice") to the trustee under the Fifth Series Burke
Indenture (and the registered holders of the new Fifth Series
Bonds if other than said trustee) not more than 10 nor less than
5 days prior to the date fixed for Fifth Series Demand
Redemption, provided, however, that the Trustee shall mail no
Fifth Series Demand Redemption Notice (and no Fifth Series Demand
Redemption shall be made) if prior to the mailing of the Fifth
Series Demand Redemption Notice the Trustee shall have received
written notice of rescission of the Fifth Series Redemption
Demand from the trustee under the Fifth Series Burke Indenture.
Fifth Series Demand Redemption of the new Fifth 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 Fifth Series
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<PAGE>
Demand Redemption as above provided. Anything in this paragraph
contained to the contrary notwithstanding, if, after mailing of
the Fifth Series Demand Redemption Notice and prior to the date
fixed for Fifth Series Demand Redemption, the Trustee shall have
been advised in writing by the trustee under the Fifth Series
Burke Indenture that the Fifth Series Redemption Demand has been
rescinded, the Fifth 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 Fifth Series Bonds and no payments in
respect thereof as specified in the Fifth Series Demand
Redemption Notice shall be effected or required.
The new Fifth Series Bonds shall also be redeemable in whole
at any time, or in part from time to time (hereinafter called the
"Fifth Series Regular Redemption"), upon receipt by the Trustee
of a written demand (hereinafter referred to as the "Fifth Series
Regular Redemption Demand") from the trustee under the Fifth
Series Burke Indenture stating: (1) the principal amount of
Fifth Series Burke Bonds to be redeemed pursuant to the optional
redemption provisions of the Fifth Series Burke Bonds and the
Fifth Series Burke Indenture; (2) the date of such redemption and
that notice thereof has been given as required by the Fifth
Series Burke Indenture; (3) that the Trustee shall call for
redemption on the stated date fixed for redemption of the Fifth
Series Burke Bonds a principal amount of the new Fifth Series
Bonds equal to the principal amount of Fifth Series Burke Bonds
to be redeemed; and (4) that the trustee under the Fifth Series
Burke Indenture, as holder of all the new Fifth Series Bonds then
outstanding, waives notice of such redemption. The Trustee may
conclusively presume the statements contained in the Fifth Series
Regular Redemption Demand to be correct. Fifth Series Regular
Redemption of the new Fifth 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
Fifth Series Burke 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 Fifth Series Regular Redemption, which
shall be the date specified pursuant to item (2) of the Fifth
Series Regular Redemption Demand as above provided.
SECTION 6. 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 7. As supplemented by this Supplemental Indenture,
the Indenture is in all respects ratified and confirmed, and the
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<PAGE>
Indenture and this Supplemental Indenture shall be read, taken
and construed as one and the same instrument.
SECTION 8. 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 9. The Trustee assumes no responsibility for or in
respect of the validity or sufficiency of this Supplemental
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 10. 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 11. 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.
-20-
<PAGE>
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
____ day of July, 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)
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<PAGE>
CHEMICAL BANK
By:
Vice President
Attest:
Senior Trust Officer
Signed, sealed and delivered
this ____ day of July, 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
-22-
<PAGE>
STATE OF GEORGIA )
) SS.:
COUNTY OF FULTON )
On the ____ day of July, 1994, personally appeared before me
Jane F. Genske, a Notary Public in and for the State and County
aforesaid, Sandy Laning, who made oath and said that she was
present and saw the corporate seal of Georgia Power Company
affixed to the above written instrument, that she saw Judy M.
Anderson, Vice President, with Susan M. Carter, Assistant
Secretary, known to her to be such officers of said corporation
respectively, attest the same, and that she, 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 ____ day )
of July, 1994 )
Notary Public, Walton County, Georgia
My Commission Expires August 2, 1996
-23-
<PAGE>
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the ____ day of July, 1994, personally appeared before me
Annabelle DeLuca, a Notary Public in and for the State and County
aforesaid, R. Richards, 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 P. Morabito, Senior Trust Officer, 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 ____ day )
of July, 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
-24-
<PAGE>
STATE OF GEORGIA )
) SS.:
COUNTY OF FULTON )
On the ____ day of July, 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
-25-
<PAGE>
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the ____ day of July, 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
-26-
<PAGE>
STATE OF GEORGIA )
) SS.:
COUNTY OF FULTON )
On the ____ day of July, 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 ____ day of July, 1994.
Notary Public, Walton
County, Georgia
My Commission Expires
August 2, 1996
-27-
<PAGE>
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the ____ day of July, 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 ____ day of July, 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
-28-
<PAGE>
