SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 3, 1999
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GEORGIA POWER COMPANY
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(Exact name of registrant as specified in its charter)
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Georgia 1-6468 58-0257110
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
241 Ralph McGill Boulevard, NE, Atlanta, Georgia 30308
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 506-6526
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N/A
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(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
On March 3, 1999, Georgia Power Company (the "Company") entered
into an Underwriting Agreement covering the issue and sale by the Company of
$100,000,000 aggregate principal amount of its Series D 6 5/8% Senior Notes due
March 31, 2039 (the "Series D Senior Notes"). Said Notes were registered under
the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the
shelf registration statement (Registration Statement Nos. 333-43895,
333-43895-01, 333-43895-02 and 333-43895-03) of the Company.
Incorporation of Certain Documents by Reference
Pursuant to Rule 411 of Regulation C under the Securities Act of
1933, as amended (the "Securities Act"), and in reliance on MBIA Insurance
Corporation, SEC No-Action Letter (September 6, 1996), the Company does hereby
incorporate by reference the consolidated financial statements of MBIA Insurance
Corporation and Subsidiaries as of December 31, 1997 and December 31, 1996, and
for each of the three years in the period ended December 31, 1997, included in
the Annual Report on Form 10-K of MBIA Inc. (which was filed with the Securities
and Exchange Commission on March 30, 1998) into (i) this Current Report on Form
8-K; (ii) the Company's Registration Statement on Form S-3 (File Nos. 333-43895,
333-43895-01, 333-43895-02 and 333-43895-03) and (iii) the prospectus supplement
dated March 3, 1999 relating to the Series D Senior Notes filed pursuant to Rule
424(b) under the Securities Act.
In connection with the incorporation of such documents by
reference, the Company is hereby filing the consent of PricewaterhouseCoopers
LLP, independent accountants for MBIA Insurance Corporation, insurer of the
Series D Senior Notes, to the use of its name in such prospectus supplement. The
consent of PricewaterhouseCoopers LLP is filed herewith as Exhibit 23.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1 Underwriting Agreement, dated March 3, 1999,
between the Company and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Credit Suisse First
Boston Corporation, Edward D. Jones & Co., L.P.,
Morgan Stanley & Co. Incorporated and PaineWebber
Incorporated, as the Representatives of the
Underwriters.
4.2 Fourth Supplemental Indenture to Senior Note
Indenture dated as of March 9, 1999, providing for
the issuance of the Company's Series D 6 5/8%
Senior Notes due March 31, 2039.
4.7 Form of Series D 6 5/8% Senior Note due March 31, 2039.
(included in Exhibit 4.2 above).
23.1 Consent of Troutman Sanders LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: March 9, 1999 GEORGIA POWER COMPANY
By /s/ Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit 1
$100,000,000 Series D 6?% Senior Notes
due March 31, 2039
GEORGIA POWER COMPANY
UNDERWRITING AGREEMENT
March 3, 1999
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Credit Suisse First Boston Corporation
Edward D. Jones & Co., L.P.
Morgan Stanley & Co. Incorporated
PaineWebber Incorporated
As Representatives of the Several Underwriters
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
North Tower
27th Floor
New York, New York 10281-1327
Ladies and Gentlemen:
Georgia Power Company, a Georgia corporation (the "Company"),
confirms its agreement (the "Agreement") with you and each of the other
Underwriters named in Schedule I hereto (collectively, the "Underwriters", which
term shall also include any underwriter substituted as hereinafter provided in
Section 10 hereof) for whom you are acting as representatives (in such capacity,
you shall hereinafter be referred to as the "Representatives"), with respect to
the sale by the Company and the purchase by the Underwriters, acting severally
and not jointly, of $100,000,000 aggregate principal amount of the Series D 6?%
Senior Notes due March 31, 2039 (the "Senior Notes") as set forth in Schedule I
hereto.
The Company understands that the Underwriters propose to make
a public offering of the Senior Notes as soon as the Representatives deem
advisable after this Agreement has been executed and delivered. The Senior Notes
will be issued pursuant to an indenture, dated as of January 1, 1998 (the "Base
Indenture"), by and between the Company and The Chase Manhattan Bank, as trustee
(the "Trustee"), as heretofore supplemented and amended and as to be further
supplemented and amended by a fourth supplemental indenture, dated as of March
9, 1999, to the Base Indenture relating to the Senior Notes (the "Supplemental
Indenture," and together with the Base Indenture and any other amendments or
supplements thereto, the "Indenture"), between the Company and the Trustee.
<PAGE>
SECTION 1. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Underwriters as follows:
(a) A registration statement on Form S-3, as amended (File Nos. 333-43895,
333-43895-01, 333-43895-02 and 333-43895-03), in respect of the Senior
Notes and certain other securities has been prepared and filed in
accordance with the provisions of the Securities Act of 1933, as amended
(the "1933 Act"), with the Securities and Exchange Commission (the
"Commission"); such registration statement, as amended, and any
post-effective amendment thereto, each in the form heretofore delivered or
to be delivered to the Underwriters, has been declared effective by the
Commission in such form (except that copies of the registration statement,
as amended, and any post-effective amendment delivered to the Underwriters
need not include exhibits but shall include all documents incorporated by
reference therein); and no stop order suspending the effectiveness of such
registration statement has been issued and no proceeding for that purpose
has been initiated or, to the best knowledge of the Company, threatened by
the Commission (any preliminary prospectus, as supplemented by a
preliminary prospectus supplement, included in such registration statement
or filed with the Commission pursuant to Rule 424(a) of the rules and
regulations of the Commission under the 1933 Act, being hereinafter called
a "Preliminary Prospectus"); such registration statement, as it became
effective, including the exhibits thereto and all documents incorporated by
reference therein pursuant to Item 12 of Form S-3 at the time such
registration statement became effective, being hereinafter called the
"Registration Statement"; the prospectus relating to the Senior Notes, in
the form in which it was included in the Registration Statement at the time
it became effective, being hereinafter called the "Prospectus"; any
reference herein to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 under the 1933 Act, as of the date
of such Preliminary Prospectus or Prospectus, as the case may be; any
reference to any amendment or supplement to any Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include any documents filed
after the date of such Preliminary Prospectus or Prospectus, as the case
may be, under the Securities Exchange Act of 1934, as amended (the "1934
Act"), and incorporated by reference in such Preliminary Prospectus or
Prospectus, as the case may be; any reference to any amendment to the
Registration Statement shall be deemed to refer to and include any annual
report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934
Act after the effective date of the Registration Statement that is
incorporated by reference in the Registration Statement; and the Prospectus
as amended or supplemented in final form by a prospectus supplement
relating to the Senior Notes in the form in which it is filed with the
Commission, pursuant to Rule 424(b) under the 1933 Act in accordance with
Section 3(g) hereof, including any documents incorporated by reference
therein as of the date of such filing, being hereinafter called the "Final
Supplemented Prospectus".
<PAGE>
(b) The documents incorporated by reference in the Registration Statement or
Prospectus, when they were filed with the Commission, complied in all
material respects with the applicable provisions of the 1934 Act and the
rules and regulations of the Commission thereunder, and as of such time of
filing, when read together with the Prospectus, none of such documents
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; and any further documents so filed and incorporated
by reference in the Prospectus or any further amendment or supplement
thereto, when such documents are filed with the Commission, will comply in
all material respects with the applicable provisions of the 1934 Act and
the rules and regulations of the Commission thereunder and, when read
together with the Prospectus as it otherwise may be amended or
supplemented, will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading, except that the Company makes no warranty
or representation to the Underwriters with respect to: (A) any statements
or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by the Underwriters expressly for use
in the Final Supplemented Prospectus; or (B) any information set forth in
the Final Supplemented Prospectus under the captions "Description of the
Series D Senior Notes - Book-Entry Only Issuance -- The Depository Trust
Company", "The Policy" and "The Insurer."
(c) The Registration Statement, the Prospectus and the Final Supplemented
Prospectus and any further amendments or supplements to the Registration
Statement or the Prospectus, when any such post-effective amendments are
declared effective or supplements are filed with the Commission, as the
case may be, will comply, in all material respects with the applicable
provisions of the 1933 Act, the 1934 Act, the 1939 Act (hereinafter
defined) and the General Rules and Regulations of the Commission thereunder
and do not and will not, (i) as of the applicable effective date as to the
Registration Statement and any amendment thereto, and (ii) as of the
applicable filing date as to the Final Supplemented Prospectus and any
Prospectus as further amended or supplemented, contain an untrue statement
of a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they were made, not misleading; except that the Company makes no warranties
or representations with respect to (A) that part of the Registration
Statement which shall constitute the Statements of Eligibility (Form T-1)
(collectively, the "Form T-1") under the Trust Indenture Act of 1939, as
amended (the "1939 Act"), (B) statements or omissions made in the
Registration Statement or the Final Supplemented Prospectus in reliance
upon and in conformity with information furnished in writing to the Company
by the Underwriters expressly for use therein or (C) any information set
forth in the Final Supplemented Prospectus under the captions "Description
of the Series D Senior Notes - Book-Entry Only Issuance -- The Depository
Trust Company", "The Policy" and "The Insurer."
<PAGE>
(d) With respect to the Registration Statement, the conditions for use of Form
S-3, as set forth in the General Instructions thereof, have been satisfied.
(e) Since the respective dates as of which information is given in the
Registration Statement and the Final Supplemented Prospectus, except as
otherwise stated therein, there has been no material adverse change in the
business, properties or financial condition of the Company.
(f) The Company is a corporation duly organized and existing under the laws of
the State of Georgia and has due corporate authority to carry on the public
utility business in which it is engaged and to own and operate the
properties used by it in such business, to enter into and perform its
obligations under this Agreement and the Indenture and to issue and sell
the Senior Notes to the Underwriters.
(g) This Agreement has been duly authorized, executed and delivered by the
Company.
(h) The Indenture has been duly authorized by the Company and, on the Closing
Date, will have been duly executed and delivered by the Company, and,
assuming due authorization, execution and delivery of the Indenture by the
Trustee, the Indenture will, on the Closing Date, constitute a valid and
binding obligation of the Company, enforceable against the Company in
accordance with its terms except to the extent that enforcement thereof may
be limited by (1) bankruptcy, insolvency, reorganization, receivership,
liquidation, fraudulent conveyance, moratorium or other similar laws
affecting creditors' rights generally or (2) general principles of equity
(regardless of whether enforcement is considered in a proceeding at law or
in equity) (the "Enforceability Exceptions"); the Indenture will conform in
all material respects to all statements relating thereto contained in the
Final Supplemented Prospectus; and, on the Closing Date, the Indenture will
have been duly qualified under the 1939 Act.
(i) The issuance and delivery of the Senior Notes have been duly authorized by
the Company and, on the Closing Date, the Senior Notes will have been duly
executed by the Company and, when authenticated in the manner provided for
in the Indenture and delivered against payment therefor as described in the
Final Supplemented Prospectus, will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance
with their terms, except to the extent that enforcement thereof may be
limited by the Enforceability Exceptions, will be in the form contemplated
by, and entitled to the benefits of, the Indenture and will conform in all
material respects to all statements relating thereto in the Final
Supplemented Prospectus.
<PAGE>
(j) The execution, delivery and performance by the Company of this Agreement,
the Indenture and the Senior Notes and the consummation by the Company of
the transactions contemplated herein and therein and compliance by the
Company with its obligations hereunder and thereunder shall have been duly
authorized by all necessary corporate action on the part of the Company and
do not and will not result in any violation of the charter or bylaws of the
Company, and do not and will not conflict with, or result in a breach of
any of the terms or provisions of, or constitute a default under, or result
in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company under (A) any contract, indenture,
mortgage, loan agreement, note, lease or other agreement or instrument to
which the Company is a party or by which it may be bound or to which any of
its properties may be subject (except for conflicts, breaches or defaults
which would not, individually or in the aggregate, be materially adverse to
the Company or materially adverse to the transactions contemplated by this
Agreement), or (B) any existing applicable law, rule, regulation, judgment,
order or decree of any government, governmental instrumentality or court,
domestic or foreign, or any regulatory body or administrative agency or
other governmental body having jurisdiction over the Company, or any of its
properties.
(k) The Company has duly authorized all necessary action to be taken by it for
the procurement of an irrevocable financial guarantee insurance policy (the
"Insurance Policy") issued by MBIA Insurance Corporation (the "Insurer"),
insuring the payment of principal and interest on the Senior Notes, when
due.
(l) No authorization, approval, consent or order of any court or governmental
authority or agency is necessary in connection with the issuance and sale
by the Company of the Senior Notes or the transactions by the Company
contemplated in this Agreement, except (A) such as may be required under
the 1933 Act or the rules and regulations thereunder; (B) such as may be
required under the Public Utility Holding Company Act of 1935, as amended
(the "1935 Act"); (C) the qualification of the Indenture under the 1939
Act; (D) the approval of the Georgia Public Service Commission (the
"Georgia Commission"); and (E) such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities
or Blue Sky laws.
SECTION 2. SALE AND DELIVERY TO THE UNDERWRITERS; CLOSING.
(a) On the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set
forth, the Company agrees to sell to each Underwriter, and each
Underwriter, severally and not jointly, agrees to purchase from
the Company, the principal amount of Senior Notes set forth in
Schedule I to this Agreement opposite the name of such
Underwriter (plus any additional amount of Senior Notes that such
Underwriter may become obligated to purchase pursuant to the
provisions of Section 10 hereof), at a price equal to 96.85% of
the principal amount thereof; except that such price will be
increased to 99% of the principal amount of the Senior Notes sold
to certain institutions.
<PAGE>
(b) Payment for and delivery of certificates for the Senior Notes
shall be made at the offices of Troutman Sanders LLP, NationsBank
Plaza, 600 Peachtree Street, N.E., Atlanta, Georgia at 10:00
A.M., Atlanta time, on March 9, 1999 (unless postponed in
accordance with the provisions of Section 10) or such other time,
place or date as shall be agreed upon by the Representatives and
the Company (such time and date of payment and delivery being
herein called the "Closing Date"). Payment shall be made to the
Company by wire transfer in federal funds at the Closing Date
against delivery of the Senior Notes to the Representatives. It
is understood that each Underwriter has authorized the
Representatives, for its account, to accept delivery of, receipt
for, and make payment of the principal amount of the Senior Notes
which it has agreed to purchase. The Representatives,
individually and not as Representatives of the Underwriters, may
(but shall not be obligated to) make payment of the principal
amount of the Senior Notes to be purchased by any Underwriter
whose payment has not been received by the Closing Date, but such
payment shall not relieve such Underwriter from its obligations
hereunder.
The delivery of the Senior Notes shall be made in fully
registered form, registered in the name of CEDE & CO., to the offices of The
Depository Trust Company in New York, New York or its designee, and the
Underwriters shall accept such delivery.
The certificate(s) for the Senior Notes will be made available
for examination by the Representatives not later than 12:00 Noon, New York time,
on the last business day prior to the Closing Date.
SECTION 3. COVENANTS OF THE COMPANY. The Company covenants
with the Underwriters as follows:
(a) The Company, on or prior to the Closing Date, will deliver to the
Underwriters conformed copies of the Registration Statement as
originally filed and of all amendments thereto, heretofore or
hereafter made, including any post-effective amendment (in each
case including all exhibits filed therewith, and including
unsigned copies of each consent and certificate included therein
or filed as an exhibit thereto, except exhibits incorporated by
reference, unless specifically requested). As soon as the Company
is advised thereof, it will advise the Representatives orally of
the issuance of any stop order under the 1933 Act with respect to
the Registration Statement, or the institution of any proceedings
therefor, of which the Company shall have received notice, and
will use its best efforts to prevent the issuance of any such
stop order and to secure the prompt removal thereof, if issued.
The Company will deliver to the Representatives sufficient
conformed copies of the Registration Statement, the Prospectus
and the Final Supplemented Prospectus and of all supplements and
amendments thereto (in each case without exhibits) for
distribution to the Underwriters and, from time to time, as many
copies of the Prospectus and the Final Supplemented Prospectus as
the Underwriters may reasonably request for the purposes
contemplated by the 1933 Act or the 1934 Act.
<PAGE>
(b) The Company will furnish the Underwriters with copies of each
amendment and supplement to the Final Supplemented Prospectus
relating to the offering of the Senior Notes in such quantities
as the Underwriters may from time to time reasonably request. If,
during the period (not exceeding nine months) when the delivery
of a prospectus shall be required by law in connection with the
sale of any Senior Notes by an Underwriter, any event relating to
or affecting the Company, or of which the Company shall be
advised in writing by the Underwriters, shall occur, which in the
opinion of the Company or of Underwriters' counsel should be set
forth in a supplement to or an amendment of the Final
Supplemented Prospectus, as the case may be, in order to make the
Final Supplemented Prospectus not misleading in the light of the
circumstances when it is delivered, or if for any other reason it
shall be necessary during such period to amend or supplement the
Final Supplemented Prospectus or to file under the 1934 Act any
document incorporated by reference in the Preliminary Prospectus
or Prospectus in order to comply with the 1933 Act or the 1934
Act, the Company forthwith will (i) notify the Underwriters to
suspend solicitation of purchases of the Senior Notes and (ii) at
its expense, make any such filing or prepare and furnish to the
Underwriters a reasonable number of copies of a supplement or
supplements or an amendment or amendments to the Final
Supplemented Prospectus which will supplement or amend the Final
Supplemented Prospectus so that, as supplemented or amended, it
will not contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the
statements therein, in the light of the circumstances when the
Final Supplemented Prospectus is delivered, not misleading or
which will effect any other necessary compliance. In case any
Underwriter is required to deliver a prospectus in connection
with the sale of any Senior Notes after the expiration of the
period specified in the preceding sentence, the Company, upon the
request of such Underwriter, will furnish to such Underwriter, at
the expense of such Underwriter, a reasonable quantity of a
supplemented or amended prospectus, or supplements or amendments
to the Final Supplemented Prospectus, complying with Section
10(a) of the 1933 Act. During the period specified in the second
sentence of this subsection, the Company will continue to prepare
and file with the Commission on a timely basis all documents or
amendments required under the 1934 Act and the rules and
regulations thereunder; provided, that the Company shall not file
such documents or amendments without also furnishing copies
thereof prior to such filing to the Representatives and Dewey
Ballantine LLP.
(c) The Company will endeavor, in cooperation with the Underwriters,
to qualify the Senior Notes for offering and sale under the
applicable securities laws of such states and the other
jurisdictions of the United States as the Representatives may
designate; provided, however, that the Company shall not be
obligated to qualify as a foreign corporation in any jurisdiction
in which it is not so qualified or to file a consent to service
of process or to file annual reports or to comply with any other
requirements in connection with such qualification deemed by the
Company to be unduly burdensome.
<PAGE>
(d) The Company will make generally available to its security holders
as soon as practicable but not later than 45 days after the close
of the period covered thereby, an earnings statement of the
Company (in form complying with the provisions of Rule 158 of the
rules and regulations under the 1933 Act) covering a twelve-month
period beginning not later than the first day of the Company's
fiscal quarter next following the "effective date" (as defined in
Rule 158) of the Registration Statement.
(e) The Company will use its best efforts to effect the listing of
the Senior Notes on the New York Stock Exchange.
(f) As soon as practicable after the date of this Agreement, and in
any event within the time prescribed by Rule 424 under the 1933
Act, to file the Final Supplemented Prospectus with the
Commission and to advise the Representatives of such filing and
to confirm such advice in writing.
SECTION 4. PAYMENT OF EXPENSES. The Company will pay all expenses
incidental to the performance of its obligations under this
Agreement, including but not limited to, the expenses of (i)
the printing and filing of the Registration Statement as
originally filed and of each amendment thereto, (ii) the
preparation, issuance and delivery of the certificate(s) for
the Senior Notes, (iii) the fees and disbursements of the
Company's counsel and accountants, (iv) the qualification of
the Senior Notes under securities laws in accordance with
the provisions of Section 3(c) hereof, including filing fees
and the reasonable fees and disbursements of counsel for the
Underwriters in connection therewith and in connection with
the preparation of any blue sky survey (such fees and
disbursements of counsel shall not exceed $3,500), (v) the
printing and delivery to the Underwriters of copies of the
Registration Statement as originally filed and of each
amendment thereto and of the Prospectus, the Final
Supplemented Prospectus, and any amendments or supplements
thereto, (vi) the printing and delivery to the Underwriters
of copies of any blue sky survey, (vii) the fee of the
National Association of Securities Dealers, Inc. in
connection with its review of the offering contemplated by
this Agreement, if applicable, (viii) the fees and expenses
of the Trustee, including the fees and disbursements of
counsel for the Trustee in connection with the Indenture and
the Senior Notes, (ix) any fees payable in connection with
the rating of the Senior Notes, (x) the fees and expenses
incurred in connection with the listing of the Senior Notes
on the New York Stock Exchange, (xi) the cost and charges of
any transfer agent or registrar, (xii) the premium payable
to the Insurer in connection with the issuance of the
Insurance Policy, and (xiii) the cost of qualifying the
Senior Notes with The Depository Trust Company.
Except as otherwise provided in Section 9 hereof, the
Underwriters shall pay all other expenses incurred by them in connection with
their offering of the Senior Notes including fees and disbursements of their
counsel, Dewey Ballantine LLP.
SECTION 5. CONDITIONS OF UNDERWRITER'S OBLIGATIONS. The
obligations of the Underwriters to purchase and pay for the
Senior Notes are subject to the following conditions:
<PAGE>
(a) No stop order suspending the effectiveness of the Registration
Statement shall be in effect on the Closing Date and no proceedings for
that purpose shall be pending before, or to the knowledge of the
Company threatened by, the Commission on such date. If filing of the
Final Supplemented Prospectus, or any supplement thereto, is required
pursuant to Rule 424, the Final Supplemented Prospectus, and any such
supplement, shall have been filed in the manner and within the time
period required by Rule 424.
(b) Any required orders of the Georgia Commission and the Commission
permitting the transactions contemplated hereby substantially in
accordance with the terms and conditions hereof shall be in full force
and effect and shall contain no provision unacceptable to the
Underwriters or the Company (but all provisions of such order or orders
heretofore entered, copies of which have heretofore been delivered to
the Representatives, are deemed acceptable to the Underwriters and the
Company and all provisions of such order or orders hereafter entered
shall be deemed acceptable to the Underwriters and the Company unless
within 24 hours after receiving a copy of any such order any party to
this Agreement shall give notice to the other parties to the effect
that such order contains an unacceptable provision).
(c) On the Closing Date the Representatives shall have received:
(1) The opinion, dated the Closing Date, of Troutman Sanders
LLP, counsel for the Company, substantially in the form
attached hereto as Schedule II.
(2) The opinion, dated the Closing Date, of Cravath, Swaine &
Moore, counsel to the Trustee, substantially in the form
attached hereto as Schedule III.
(3) The opinion, dated as of the Closing Date, of Dewey
Ballantine LLP, counsel for the Underwriters, substantially
in the form attached hereto as Schedule IV.
(4) The opinion, dated the Closing Date, of Kutak Rock, counsel
to the Insurer, substantially in the form attached hereto as
Schedule V.
(5) At the Closing Date, there shall not have been, since the
date hereof or since the respective dates as of which
information is given in the Registration Statement and the
Final Supplemented Prospectus, any material adverse change
in the business, properties or financial condition of the
Company, whether or not arising in the ordinary course of
business, and the Representatives shall have received a
certificate of the President or any Vice President of the
Company, and dated as of the Closing Date, to the effect
that (i) there has been no such material adverse change,
(ii) the representations and warranties in Section 1 hereof
are true and correct with the same force and effect as
though expressly made at and as of the Closing Date, (iii)
the Company has complied with all agreements and satisfied
all conditions on its part to be performed or satisfied on
or prior to the Closing Date, and (iv) no stop order
suspending the effectiveness of the Registration Statement
has been issued and no proceedings for that purpose have
been initiated or, to the knowledge of the Company,
threatened by the Commission.
<PAGE>
(6) On the Closing Date, the Representatives shall have received
from Arthur Andersen LLP a letter dated the Closing Date to
the effect that: (A) they are independent public accountants
with respect to the Company within the meaning of the 1933
Act and the rules and regulations under the 1933 Act; (B) in
their opinion, the financial statements audited by them and
incorporated by reference in the Prospectus comply as to
form in all material respects with the applicable accounting
requirements of the 1934 Act and the rules and regulations
under the 1934 Act; and (C) on the basis of certain limited
procedures performed through a specified date not more than
five business days prior to the date of such letter, namely
(i) reading the minute books of the Company; (ii) performing
the procedures specified by the American Institute of
Certified Public Accountants ("AICPA") for a review of
interim financial information as described in Statement on
Auditing Standards No. 71, "Interim Financial Information",
on the unaudited financial statements, if any, of the
Company incorporated in the Prospectus and of the latest
available unaudited financial statements of the Company, if
any, for any calendar quarter subsequent to the date of
those incorporated in the Prospectus; and (iii) making
inquiries of certain officials of the Company who have
responsibility for financial and accounting matters
regarding such unaudited financial statements or any
specified unaudited amounts derived therefrom (it being
understood that the foregoing procedures do not constitute
an audit performed in accordance with generally accepted
auditing standards and they would not necessarily reveal
matters of significance with respect to the comments made in
such letter, and accordingly that Arthur Andersen LLP make
no representations as to the sufficiency of such procedures
for the Underwriters' purposes), nothing came to their
attention that caused them to believe that: (1) any material
modifications should be made to the unaudited condensed
financial statements, if any incorporated in the Prospectus,
for them to be in conformity with generally accepted
accounting principles; (2) such unaudited condensed
financial statements do not comply as to form in all
material respects with the applicable accounting
requirements of the 1934 Act as it applies to Form 10-Q and
the related published rules and regulations thereunder; (3)
the unaudited amounts for Operating Revenues, Income Before
Interest Charges and Net Income After Dividends on Preferred
Stock and the unaudited Ratios of Earnings to Fixed Charges
and Earnings to Fixed Charges Plus Preferred Dividends
Requirements (Pre-Income Tax Basis) set forth in the
Prospectus do not agree with the amounts set forth in or
derived from the unaudited financial statements for the same
period or were not determined on a basis substantially
consistent with that of the corresponding audited amounts or
ratios included or incorporated by reference in Registration
Statement; (4) as of a specified date not more than five
business days prior to the date of delivery of such letter,
there has been any change in the capital stock or long-term
debt of the Company or any decrease in net assets as
compared with amounts shown in the latest audited balance
sheet incorporated in the Prospectus, except in each case
for changes or decreases which (i) the Prospectus discloses
<PAGE>
have occurred or may occur, (ii) are occasioned by the
declaration of dividends, (iii) are occasioned by draw-downs
under existing pollution control financing arrangements,
(iv) are occasioned by draw-downs and regularly scheduled
payments of capitalized lease obligations, (v) are
occasioned by the purchase or redemption of bonds or stock
to satisfy mandatory or optional redemption provisions
relating thereto, or (vi) are disclosed in such letter; and
(5) the unaudited amounts for Operating Revenues, Income
Before Interest Charges and Net Income After Dividends
Preferred Stock and the unaudited Ratios of Earnings to
Fixed Charges Plus Preferred Dividend Requirements
(Pre-Income Tax Basis) for any calendar quarter subsequent
to those set forth in (3) above, which if available shall be
set forth in such letter, do not agree with the amounts set
forth in or derived from the unaudited financial statements
for the same period or were not determined on a basis
substantially consistent with that of the corresponding
audited amounts or ratios included or incorporated by
reference in the Prospectus.
(7) On the Closing Date, counsel for the Underwriters shall have
been furnished with such documents and opinions as it may
reasonably require for the purpose of enabling it to pass
upon the issuance and sale of the Senior Notes as herein
contemplated and related proceedings, or in order to
evidence the accuracy of any of the representations or
warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company
in connection with the issuance and sale of the Senior Notes
as herein contemplated shall be satisfactory in form and
substance to the Representatives and Dewey Ballantine LLP,
counsel for the Underwriters.
(8) On the Closing Date, the Senior Notes shall have been
approved for listing on the New York Stock Exchange upon
notice of issuance.
(9)That no amendment or supplement to the Registration Statement
or the Final Supplemented Prospectus filed subsequent to the
date of this Agreement (including any filing made by the
Company pursuant to Section 13 or 14 of the 1934 Act) shall
be unsatisfactory in form to Dewey Ballantine LLP or shall
contain information (other than with respect to an amendment
or supplement relating solely to the activity of the
Underwriters) which, in the reasonable judgment of the
Representatives, shall materially impair the marketability
of the Senior Notes.
(10) The Company shall have performed its obligations when and as
provided under this Agreement.
(11) Evidence that the Insurance Policy has been issued by the
Insurer and confirmation that the Senior Notes have been
rated at least Aaa by Moody's Investor Services, Inc. and at
least AAA by Standard & Poor's Corporation.
If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
<PAGE>
by the Representatives by notice to the Company at any time prior to the Closing
Date, and such termination shall be without liability of any party to any other
party except as provided in Sections 4, 7 and 9(b) hereof.
SECTION 6. CONDITIONS OF THE OBLIGATIONS OF THE COMPANY.
The obligations of the Company shall be subject to the
conditions set forth in the first sentence of Section 5(a) and in Section 5(b).
In case such conditions shall not have been fulfilled, this Agreement may be
terminated by the Company by mailing or delivering written notice thereof to the
Representatives. Any such termination shall be without liability of any party to
any other party except as otherwise provided in Sections 4, 7 and 9(b) hereof.
SECTION 7. INDEMNIFICATION.
(a) The Company agrees to indemnify and hold harmless each of the Underwriters
and each person, if any, who controls any such Underwriter within the meaning of
Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the 1933 Act, 1934 Act or otherwise, and to
reimburse any such Underwriter and such controlling person or persons, if any,
for any legal or other expenses incurred by them in connection with defending
any actions, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in any Preliminary Prospectus, the Registration
Statement, the Prospectus or the Final Supplemented Prospectus or, if the
Company shall furnish to the Underwriters any amendments or any supplements
thereto, or shall make any filings pursuant to Section 13 or 14 of the 1934 Act
which are incorporated therein by reference, in any Preliminary Prospectus, the
Registration Statement, the Prospectus or the Final Supplemented Prospectus as
so amended or supplemented, or arise out of or are based upon any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities or actions arise out of or are based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission which was made in such Registration Statement, Preliminary
Prospectus, Prospectus or Final Supplemented Prospectus in reliance upon and in
conformity with information furnished in writing to the Company by, or through
the Representatives on behalf of, the Underwriters for use therein and except
that this indemnity with respect to the Preliminary Prospectus, the Prospectus
or the Final Supplemented Prospectus, if the Company shall have furnished any
amendment or supplement thereto, shall not inure to the benefit of any
Underwriter (or of any person controlling such Underwriter) on account of any
losses, claims, damages, liabilities or actions arising from the sale of the
Senior Notes to any person if a copy of the Preliminary Prospectus, the
Prospectus or the Final Supplemented Prospectus (exclusive of documents
incorporated therein by reference pursuant to Item 12 of Form S-3), as the same
<PAGE>
may then be amended or supplemented, shall not have been sent or given by or on
behalf of such Underwriter to such person with or prior to the written
confirmation of the sale involved and the untrue statement or alleged untrue
statement or omission or alleged omission was corrected in the Preliminary
Prospectus, the Prospectus or the Final Supplemented Prospectus as supplemented
or amended at the time of such confirmation. Each Underwriter agrees, within ten
days after the receipt by it of notice of the commencement of any action in
respect of which indemnity may be sought by it, or by any person controlling it,
from the Company on account of its agreement contained in this Section 7, to
notify the Company in writing of the commencement thereof but the omission of
such Underwriter so to notify the Company of any such action shall not release
the Company from any liability which it may have to such Underwriter or to such
controlling person otherwise than on account of the indemnity agreement
contained in this Section 7. In case any such action shall be brought against an
Underwriter or any such person controlling such Underwriter and such Underwriter
shall notify the Company of the commencement thereof as above provided, the
Company shall be entitled to participate in (and, to the extent that it shall
wish, including the selection of counsel, to direct) the defense thereof, at its
own expense. In case the Company elects to direct such defense and select such
counsel, any Underwriter or controlling person shall have the right to employ
its own counsel, but, in any such case, the fees and expenses of such counsel
shall be at the expense of such Underwriter or such controlling person unless
the employment of such counsel has been authorized in writing by the Company in
connection with defending such action. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include any statement as
to, or an admission of, fault, culpability or a failure to act, by or on behalf
of any indemnified party. In no event shall any indemnifying party have any
liability or responsibility in respect of the settlement or compromise of, or
consent to the entry of any judgment with respect to, any pending or threatened
action or claim effected without its prior written consent.
(b) Each Underwriter agrees severally and not jointly, to indemnify and hold
harmless the Company, its directors and such of its officers who have signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act to
the same extent and upon the same terms as the indemnity agreement of the
Company set forth in Section 7(a) hereof, but only with respect to alleged
untrue statements or omissions made in the Registration Statement, the
Preliminary Prospectus, the Prospectus or the Final Supplemented Prospectus, or
such documents as amended or supplemented, in reliance upon and in conformity
with information furnished in writing to the Company by, or through the
Representatives on behalf of, such Underwriter for use therein.
<PAGE>
SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY.
All representations, warranties and agreements contained in
this Agreement, or contained in certificates of officers of the Company
submitted pursuant hereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or
controlling person, or by, or on behalf of the Company and shall survive
delivery of the Senior Notes to the Underwriters.
SECTION 9. TERMINATION OF AGREEMENT.
(a) The Representatives may terminate this Agreement, by notice
to the Company, at any time at or prior to the Closing Date
if (i) trading in securities on the New York Stock Exchange
shall have been generally suspended, (ii) minimum or maximum
ranges for prices shall have been generally established on
the New York Stock Exchange by the Commission or by the New
York Stock Exchange, (iii) a general banking moratorium
shall have been declared by federal or New York State
authorities, or (iv) there shall have occurred any outbreak
or escalation of major hostilities in which the United
States is involved, any declaration of war by the United
States Congress or any other substantial national or
international calamity or emergency affecting the United
States, in any such case provided for in clauses (i) through
(iv) with the result that, in the reasonable judgement of
the Representatives, the marketability of the Senior Notes
shall have been materially impaired.
(b) If this Agreement shall be terminated by the
Representatives pursuant to subsection (a) above or because of any failure or
refusal on the part of the Company to comply with the terms or to fulfill any of
the conditions of this Agreement, or if for any reason the Company shall be
unable to perform its obligations under this Agreement, then in any such case,
the Company will reimburse the Underwriters for the reasonable fees and
disbursements of Dewey Ballantine LLP and for the out of pocket expenses (in an
amount not exceeding $10,000) reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of the Senior Notes and, upon
such reimbursement, the Company shall be absolved from any further liability
hereunder, except as provided in Sections 4 and 7.
SECTION 10. DEFAULT BY AN UNDERWRITER
If an Underwriter shall fail on the Closing Date to purchase
the Senior Notes that it is obligated to purchase under this Agreement (the
"Defaulted Securities"), the Representatives shall have the right, within 24
hours thereafter, to make arrangements for the non-defaulting Underwriter, or
any other underwriters, to purchase all, but not less than all, of the Defaulted
Securities in such amounts as may be agreed upon and upon the terms herein set
forth. If, however, the Representatives shall not have completed such
arrangements within such 24-hour period, then:
<PAGE>
(a) if the principal amount of Defaulted Securities does not
exceed 10% of the Senior Notes, the non-defaulting Underwriter shall be
obligated, severally and not jointly, to purchase the full amount thereof, or
(b) if the principal amount of Defaulted Securities exceeds
10% of the Senior Notes, this Agreement shall terminate without liability on the
part of any non-defaulting Underwriter.
No action taken pursuant to this Section shall relieve any
defaulting Underwriter from liability in respect of its default.
In the event of any such default which does not result in a
termination of this Agreement, either the Representatives or the Company shall
have the right to postpone the Closing Date for a period not exceeding seven
days in order to effect any required changes in the Registration Statement or
Final Supplemented Prospectus or in any other documents or arrangements.
SECTION 11. NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed to have
been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Underwriters shall
be directed to the Representatives at Merrill Lynch, Pierce,
Fenner & Smith Incorporated, World Financial Center, North
Tower, 27th Floor, New York, New York 10281, Attention: Mr.
Robert D. Craig; notices to the Company shall be mailed to
241 Ralph McGill Boulevard, N.E., Atlanta Georgia
30308-3374, Attention: Corporate Secretary, with a copy to
Southern Company Services, Inc., 270 Peachtree Street, N.W.,
Atlanta, Georgia 30303, Attention: Charles N. Eldred.
SECTION 12. PARTIES. This Agreement shall inure to the benefit of
and be binding upon the Underwriters, the Company and their
respective successors. Nothing expressed or mentioned in
this Agreement is intended or shall be construed to give any
person, firm or corporation, other than the Underwriters and
the Company and their respective successors and the
controlling persons and officers and directors referred to
in Section 7 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained.
This Agreement and all conditions and provisions hereof are
intended to be for the sole and exclusive benefit of the
Underwriters and the Company and their respective
successors, and said controlling persons and officers and
directors and their heirs and legal representatives, and for
the benefit of no other person, firm or corporation. No
purchaser of Senior Notes from the Underwriters shall be
deemed to be a successor by reason merely of such purchase.
SECTION 13. GOVERNING LAW AND TIME. This Agreement shall be
governed by and construed in accordance with the laws of the
State of New York applicable to agreements made and to be
performed in said State. Except as otherwise set forth
herein, specified times of day refer to New York City time.
<PAGE>
SECTION 14. COUNTERPARTS. This Agreement may be executed by any
one or more of the parties hereto in any number of
counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall
together constitute one and the same instrument.
<PAGE>
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement between the Underwriters and the Company in accordance with its terms.
Very truly yours,
GEORGIA POWER COMPANY
By: ______________________________
Title:
CONFIRMED AND ACCEPTED,
as of the date first above written
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
CREDIT SUISSE FIRST BOSTON CORPORATION
EDWARD D. JONES & CO., L.P.
MORGAN STANLEY & CO. INCORPORATED
PAINEWEBBER INCORPORATED
As Representatives of the other Underwriters
named in Schedule I hereto
By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:___________________________
Title:
<PAGE>
SCHEDULE I
incipal Amount of
NAME OF UNDERWRITER nior Notes
Merrill Lynch, Pierce, Fenner & Smith Incorporated 17,125,000
Credit Suisse First Boston Corporation 17,125,000
Edward D. Jones & Co., L.P. 17,125,000
Morgan Stanley & Co. Incorporated 17,125,000
PaineWebber Incorporated 17,125,000
ABN AMRO Incorporated 625,000
Robert W. Baird & Co. Incorporated 625,000
Blaylock & Partners, L.P. 625,000
J.C. Bradford & Co. 625,000
CIBC Oppenheimer Corp. 625,000
Dain Rauscher Incorporated 625,000
Doley Securities, Inc. 625,000
A.G. Edwards & Sons, Inc. 625,000
EVEREN Securities, Inc. 625,000
Fahnestock & Co. Inc. 625,000
First Chicago Capital Markets, Inc. 625,000
Interstate/Johnson Lane Corporation 625,000
Legg Mason Wood Walker, Incorporated 625,000
Morgan Keegan & Company, Inc. 625,000
J.P. Morgan Securities Inc. 625,000
Raymond James & Associates, Inc. 625,000
The Robinson-Humphrey Company, LLC 625,000
Roney Capital Markets 625,000
A Division of First Chicago Capital Markets, Inc.
SG Cowen Securities Corporation 625,000
U.S. Bancorp Piper Jaffray Inc. 625,000
Utendahl Capital Partners, L.P. 625,000
Wheat First Union 625,000
a Division of First Union Capital Markets Corp.
Williams Capital Group, L.P. 625,000
TOTAL $100,000,000
<PAGE>
Schedule II
[Letterhead of TROUTMAN SANDERS LLP]
________ __, 1999
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Credit Suisse First Boston Corporation
Edward D. Jones & Co., L.P.
Morgan Stanley & Co. Incorporated
PaineWebber Incorporated
As Representatives of the Several Underwriters
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
North Tower
27th Floor
New York, New York 10281-1327
GEORGIA POWER COMPANY
Series D ____ % Senior Notes due ________ __, 20__
Ladies and Gentlemen:
We have acted as counsel to Georgia Power Company (the
"Company") in connection with (i) the Company's issuance and sale of $___,__,___
aggregate principal amount of its Series D ____% Senior Notes due ________ __,
20__(the "Notes") pursuant to a Senior Note Indenture dated as of January 1,
1998, by and between the Company and The Chase Manhattan Bank, as trustee (the
"Trustee"), as heretofore supplemented and as supplemented by the Fourth
Supplemental Indenture dated as of _____ __, 1999 (collectively, the
"Indenture"); and (ii) the purchase by you of the Notes pursuant to the terms of
an Underwriting Agreement dated ______ __, 1999 (the "Underwriting Agreement"),
among the Company and the underwriters named in Schedule I thereto (the
"Underwriters") for whom you are acting as Representatives (the "Underwriting
Agreement"). This opinion is being delivered to you as Representatives pursuant
to Section 5(c)(1) thereof.
All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Underwriting Agreement.
In rendering the opinions expressed below, we have examined
the registration statement on Form S-3 (Nos. ____________________________)
pertaining to the Notes and certain other securities (the "Registration
Statement") filed under the Securities Act of 1933, as amended (the "Act"), and
the prospectus of the Company dated ___________, 199_ as supplemented by the
<PAGE>
prospectus supplement dated __________, 199_ (the "Final Supplemented
Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual
Report on Form 10-K of the Company for the fiscal year ended _____________,
199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended
____________ and the Current Reports on Form 8-K of the Company dated _________
(the "Exchange Act Documents"), each as filed under the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
In addition, we have examined, and have relied as to matters
of fact upon, the documents delivered to you at the closing (except the
certificate representing the Notes, of which we have examined a specimen), and
we have made such other and further investigations as we deemed necessary to
express the opinions hereinafter set forth. In such examination, we have assumed
the genuineness of all signatures, other than those of the Company, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
The Indenture and the Underwriting Agreement are herein
referred to collectively as the "Agreements."
Based on the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion, relying as to matters of New
York law upon the opinion dated the date hereof rendered to you by Dewey
Ballantine LLP, that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Georgia, and has due
corporate authority to carry on the public utility business in which it is
engaged, to own and operate the properties used by it in such business and to
enter into and perform its obligations under the Agreements and the Notes.
2. The execution, delivery and performance by the Company of the
Underwriting Agreement have been duly authorized by all necessary corporate
action, and the Underwriting Agreement has been duly executed and delivered by
the Company.
3. All orders, consents or other authorizations or approvals of the
Georgia Public Service Commission and the Commission legally required for the
issuance and sale of the Notes have been obtained; such orders are sufficient
for the issuance and sale of the Notes; the issuance and sale of the Notes
conform in all material respects with the terms of such orders; and no other
order, consent or other authorization or approval of any Georgia or United
States governmental body (other than in connection or in compliance with the
provisions of the securities or "blue sky" laws of any jurisdiction, as to which
we express no opinion) is legally required for the issuance and sale of the
Notes in accordance with the terms of the Underwriting Agreement.
4. The Indenture has been duly authorized, executed and delivered by
the Company and, assuming the due authorization, execution and delivery thereof
<PAGE>
by the Trustee, constitutes a valid and legally binding instrument of the
Company, enforceable against the Company in accordance with its terms, subject
to the qualifications that the enforceability of the Company's obligations under
the Indenture may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law); and the
Indenture conforms as to legal matters in all material respects to the
description thereof in the Final Supplemented Prospectus.
5. The Notes have been duly authorized and executed by the Company and,
when authenticated by the Trustee in the manner provided in the Indenture and
delivered to and paid for by the Underwriters pursuant to the Underwriting
Agreement, will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, subject to the
qualifications that the enforceability of the Company's obligations under the
Notes may be limited by bankruptcy, insolvency, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally and by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law); and the Notes conform as to
legal matters in all material respects to the description thereof in the Final
Supplemented Prospectus.
6. The Indenture has been duly qualified under the Trust Indenture Act
of 1939, as amended.
We have not independently verified the accuracy, completeness
or fairness of the statements made or included in the Registration Statement,
the Final Supplemented Prospectus or the Exchange Act Documents and take no
responsibility therefor, except as and to the extent set forth in paragraphs 4
and 5 above and in the second paragraph under the caption "Experts" on page S-__
of the Final Supplemented Prospectus. In the course of the preparation by the
Company of the Registration Statement, the Final Supplemented Prospectus and the
Exchange Act Documents, we participated in conferences with certain officers and
employees of the Company, with representatives of Arthur Andersen LLP, and with
your counsel. Based upon our examination of the Registration Statement, the
Final Supplemented Prospectus and the Exchange Act Documents, our investigations
made in connection with the preparation of the Registration Statement, the Final
Supplemented Prospectus and the Exchange Act Documents and our participation in
the conferences referred to above, (i) we are of the opinion that the
Registration Statement, as of its effective date, and the Final Supplemented
Prospectus, as of _______________, complied as to form in all material respects
with the relevant requirements of the Act and the applicable rules and
regulations of the Commission thereunder and that the Exchange Act Documents, as
of their respective dates of filing with the Commission, complied as to form in
all material respects with the relevant requirements of the Exchange Act and the
applicable rules and regulations of the Commission thereunder, except that in
each case we express no opinion as to the financial statements or other
financial or statistical data contained or incorporated by reference in the
Registration Statement, the Final Supplemented Prospectus or the Exchange Act
Documents, and (ii) nothing came to our attention which gives us reason to
<PAGE>
believe that the Registration Statement, as of the date of filing of the
Company's Annual Report on Form 10-K for the year ended December 31, 1997
(including the Exchange Act Documents on file with the Commission as of such
date), contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or that the Final Supplemented Prospectus
(including the Exchange Act Documents) contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that in each case we express no opinion or belief
with respect to the financial statements or other financial or statistical data
contained or incorporated by reference in the Registration Statement, the Final
Supplemented Prospectus or the Exchange Act Documents and with respect to
information set forth in the Final Supplemented Prospectus under the captions
"Description of the Series D Senior Notes - Book-Entry Only Issuance - The
Depository Trust Company", "The Policy" and "The Insurer."
We are members of the State Bar of Georgia and we do not
express any opinion herein concerning any law other than the law of the State of
Georgia and the federal law of the United States and, to the extent set forth
herein, the laws of the State of New York.
This opinion is rendered to you in connection with the
above-described transaction. This opinion may not be relied upon by you for any
other purpose or relied upon by or furnished to any other person without our
prior written consent, except that Dewey Ballantine LLP may rely on this opinion
in giving its opinion pursuant to Section 5(c) of the Underwriting Agreement
insofar as such opinion relates to matters of Georgia law.
Yours very truly,
TROUTMAN SANDERS LLP
<PAGE>
Schedule III
[Letterhead of Cravath, Swaine & Moore]
_______ __, 1999
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Credit Suisse First Boston Corporation
Edward D. Jones & Co., L.P.
Morgan Stanley & Co. Incorporated
PaineWebber Incorporated
As Representatives of the Several Underwriters
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
North Tower
27th Floor
New York, New York 10281-1327
Georgia Power Company
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308-3374
MBIA Insurance Company
113 King Street
Armonk, NY 10504
Georgia Power Company
Series D ____% Senior Notes
Due _________ __, 20__
Dear Sirs:
We have acted as counsel to The Chase Manhattan Bank (the
"Bank") in connection with (a) the Senior Note Indenture, dated as of January 1,
1998 as heretofore supplemented (the "Original Indenture"), between Georgia
Power Company (the "Company") and the Bank, as Trustee, and (b) the Fourth
Supplemental Indenture dated as of _________ __, 1999 (together with the
Original Indenture, herein called the "Indenture"), between the Company and the
Bank, as Trustee.
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
records and other instruments as we have deemed necessary or appropriate for the
purpose of this opinion, including copies of the Indenture and certain
resolutions adopted by the Board of Directors of the Bank.
Based upon the foregoing, we are of the opinion that:
(i) the Bank has been duly incorporated and is
validly existing as a banking corporation in good standing under the laws of
the State of New York;
(ii) the Bank has the corporate trust power and
authority to execute, deliver and perform its duties
under the Indenture, has duly executed and delivered the Indenture, and, insofar
as the laws governing the trust powers of the Bank are concerned and assuming
due authorization, execution and delivery thereof by the Company, the Indenture
constitutes a legal, valid and binding agreement of the Bank, enforceable
against the Bank in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other laws
affecting creditors' rights generally from time to time in effect and to general
principles of equity (including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing), regardless of whether considered
in a proceeding in equity or at law;
(iii) the execution, delivery and performance by the
Bank of the Indenture do not conflict with or
constitute a breach of the charter or bylaws of the Bank; and
(iv) no approval, authorization or other action by,
or filing with, any governmental authority of the
United States of America or the State of New York having jurisdiction over the
trust powers of the Bank is required in connection with the execution and
delivery by the Bank of the Indenture or the performance by the Bank of its
duties thereunder, except such as have been obtained, taken or made.
We are admitted to practice only in the State of New York, and
we express no opinion as to matters governed by any laws other than the laws of
the State of New York and the Federal law of the United States of America. We
are furnishing this opinion to you solely for your benefit. This opinion is not
to be relied upon by any other person or used, circulated, quoted or otherwise
referred to for any other purpose.
Very truly yours,
CRAVATH, SWAINE & MOORE
<PAGE>
Schedule IV
[Letterhead of DEWEY BALLANTINE LLP]
________ __, 1999
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Credit Suisse First Boston Corporation
Edward D. Jones & Co., L.P.
Morgan Stanley & Co. Incorporated
PaineWebber Incorporated
As Representatives of the Several Underwriters
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
North Tower
27th Floor
New York, New York 10281-1327
GEORGIA POWER COMPANY
Series D ____ % Senior Notes
Due ________ __, 20__
Ladies and Gentlemen:
We have represented you in connection with (i) the issuance by
Georgia Power Company (the "Company") of $___,___,___ of its Series D ____%
Senior Notes (the "Notes") pursuant to a Senior Note Indenture dated as of
January 1, 1998 by and between the Company and The Chase Manhattan Bank, as
trustee (the "Trustee"), as heretofore supplemented and as further supplemented
by the Fourth Supplemental Indenture dated as of ________ __, 1999
(collectively, the "Indenture"); and (ii) the purchase by you of the Notes
pursuant to the terms of an Underwriting Agreement dated ________ __, 1999,
among the Company and the underwriters named in Schedule I thereto (the
"Underwriters") for whom you are acting as Representatives (the "Underwriting
Agreement"). This opinion is being delivered to you as Representatives pursuant
to Section 5(c)(3) thereof.
All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Underwriting Agreement.
<PAGE>
In rendering the opinions expressed below, we have examined
the registration statement on Form S-3 (File Nos.
_______________________________) pertaining to the Notes (the "Registration
Statement"), filed under the Securities Act of 1933, as amended (the "Act"), and
the prospectus dated ________, 199_, as supplemented by a final prospectus
supplement relating to the Notes dated _________, which pursuant to Form S-3
incorporates by reference the Annual Report on Form 10-K of the Company for the
fiscal year ended ________________, 199_, the Quarterly Reports on Form 10-Q of
the Company for the quarters ended _________, and the Current Reports on Form
8-K of the Company dated __________ (the "Exchange Act Documents"), each as
filed under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
In addition, we have examined, and have relied as to matters
of fact upon, the documents delivered to you at the closing (except the Notes,
of which we have examined a specimen), and we have made such other and further
investigations as we deemed necessary to express the opinions hereinafter set
forth. In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
The Indenture and the Underwriting Agreement are herein
referred to as the "Agreements".
Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion, relying as aforesaid and
as to all matters covered hereby which are governed by or dependent upon the law
of the State of Georgia upon the opinion of Troutman Sanders LLP, dated the date
hereof and addressed to you that:
1. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Georgia and has due corporate authority to carry on the public utility business
in which it is engaged and to own and operate the properties used by it in such
business and to enter into and perform its obligations under the Agreements and
the Notes.
2. The execution, delivery and performance by the Company of
the Underwriting Agreement have been duly authorized by all necessary corporate
action, and the Underwriting Agreement has been duly executed and delivered by
the Company.
3. All orders, consents, or other authorizations or approvals
of the Georgia Public Service Commission and the Commission legally required for
the issuance and sale of the Notes have been obtained; such orders are
sufficient for the issuance and sale of the Notes; the issuance and sale of the
Notes conform in all material respects with the terms of such orders; and no
other order, consent or other authorization or approval of any Georgia or United
States governmental body (other than in connection or in compliance with the
provisions of the securities or "blue sky" laws of any jurisdiction, as to which
we express no opinion) is legally required for the issuance and sale of the
Notes in accordance with the terms of the Underwriting Agreement.
<PAGE>
4. The Indenture has been duly authorized, executed and
delivered by the Company and, assuming the due authorization, execution and
delivery thereof by the Trustee, constitutes a valid and legally binding
instrument of the Company, enforceable against the Company in accordance with
its terms, subject to the qualifications that the enforceability of the
Company's obligations under the Indenture may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law); and the Indenture conforms as to legal matters in all
material respects to the description thereof in the Final Supplemented
Prospectus.
5. The Notes have been duly authorized and executed by the
Company and, when authenticated by the Trustee in the manner provided in the
Indenture and delivered to and paid for by the Underwriter pursuant to the
Underwriting Agreement, will constitute valid and binding obligations of the
Company enforceable against the Company in accordance with their terms, subject
to the qualifications that the enforceability of the Company's obligations under
the Notes may be limited by bankruptcy, insolvency, reorganization, moratorium
and other similar laws relating to or affecting creditors' rights generally and
by general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law); and the Notes conform as to
legal matters in all material respects to the description thereof in the Final
Supplemented Prospectus.
6. The Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended.
We have not independently verified the accuracy, completeness
or fairness of the statements made or included in the Registration Statement,
the Final Supplemented Prospectus or the Exchange Act Documents and take no
responsibility therefor, except as and to the extent set forth in paragraphs 4
and 5 above. In the course of the preparation by the Company of the Registration
Statement, the Final Supplemented Prospectus and the Exchange Act Documents, we
participated in conferences with certain officers and employees of the Company,
with representatives of Arthur Andersen LLP and with counsel to the Company.
Based upon our examination of the Registration Statement, the Final Supplemented
Prospectus and the Exchange Act Documents, our investigations made in connection
with the preparation of the Registration Statement and the Final Supplemented
Prospectus and our participation in the conferences referred to above, (i) we
are of the opinion that the Registration Statement, as of its effective date,
and the Final Supplemented Prospectus, as of ___________, complied as to form in
all material respects with the requirements of the Act and the applicable rules
<PAGE>
and regulations of the Commission thereunder and that the Exchange Act
Documents, as of their respective dates of filing with the Commission, complied
as to form in all material respects with the relevant requirements of the
Exchange Act and the applicable rules and regulations of the Commission
thereunder, except that in each case we express no opinion as to the financial
statements or other financial or statistical data contained or incorporated by
reference in the Registration Statement, the Final Supplemented Prospectus or
the Exchange Act Documents, and (ii) nothing came to our attention which gives
us reason to believe that the Registration Statement, as of the date of filing
of the Company's Annual Report on Form 10-K for the year ended December 31, 1997
(including the Exchange Act Documents on file with the Commission as of such
date), contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or that the Final Supplemented Prospectus
(including the Exchange Act Documents) contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that in each case we express no opinion or belief
with respect to the financial statements or other financial or statistical data
contained or incorporated by reference in the Registration Statement, the Final
Supplemented Prospectus or the Exchange Act Documents and with respect to
information set forth in the Final Supplemented Prospectus under the captions
"Description of the Series D Senior Notes - Book-Entry Only Issuance - The
Depository Trust Company", "The Policy" and "The Insurer."
We are members of the State Bar of New York and we do not
express any opinion herein concerning any law other than the law of the State of
New York and the federal law of the United States, and to the extent set forth
herein, the law of the State of Georgia.
This opinion is rendered solely to you in connection with the
above matter. This opinion may not be relied upon by you for any other purpose
or relied upon by or furnished to any other person without our prior written
consent except that Troutman Sanders LLP may rely on this opinion in giving
their opinions pursuant to Section 5(c) of the Underwriting Agreement and to
Sections 102, 302 and 904 of the Indenture and in connection with the Company's
listing application with respect to the Notes to the New York Stock Exchange,
Inc., insofar as such opinions relate to matters of New York law.
Very truly yours,
DEWEY BALLANTINE LLP
<PAGE>
Schedule V
[Letterhead of Kutak Rock]
__________ __, 199_
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Credit Suisse First Boston Corporation
Edward D. Jones & Co., L.P.
Morgan Stanley & Co. Incorporated
PaineWebber Incorporated
As Representatives of the Several Underwriters
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
North Tower
27th Floor
New York, New York 10281-1327
Georgia Power Company
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308-3374
The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001
GEORGIA POWER COMPANY
Series D __ % Senior Notes
Due _______ __, 20__
Ladies and Gentlemen:
We have acted as special counsel to the MBIA Insurance Corporation (the
"Corporation") in connection with the issuance of Financial Guaranty Insurance
Policy No. _____ (the "Policy") relating to $___,000,000 GEORGIA POWER COMPANY
Series D ____% Senior Notes due __________ __, 20__.
<PAGE>
We are familiar with and have examined a copy of the Policy and such
other relevant documents as we have deemed necessary.
Based upon the foregoing, we are of the following opinion:
1. The Corporation is a stock insurance corporation, duly
incorporated and validly existing under the laws of the State of New
York, and is licensed and authorized to issue the Policy under the laws
of the State of New York.
2. The Policy has been duly executed and is a valid and
binding obligation of the Corporation enforceable in accordance with
its terms except that the enforcement of the Policy may be limited by
laws relating to bankruptcy, insolvency, reorganization, moratorium,
receivership and other similar laws affecting creditors' rights
generally and by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).
3. The Policy is not required to be registered under the
Securities Act of 1933, as amended.
4. The statements set forth under the caption "THE POLICY" in
the Prospectus Supplement dated March __, 1999 (the "Prospectus
Supplement") insofar as such statements constitute a description of the
Policy, accurately summarize the Policy.
We have not reviewed and render no opinion with respect to any
financial information contained in the Prospectus Supplement.
Very truly yours,
Exhibit 4.2
GEORGIA POWER COMPANY
TO
THE CHASE MANHATTTAN BANK,
TRUSTEE.
FOURTH SUPPLEMENTAL INDENTURE
DATED AS OF MARCH 9, 1999
$100,000,000
SERIES D 6-5/8% SENIOR NOTES
DUE MARCH 31, 2039
<PAGE>
TABLE OF CONTENTS1
PAGE
ARTICLE 1.....................................................................2
SECTION 101. Establishment....................................................2
SECTION 102. Definitions......................................................2
SECTION 103. Payment of Principal and Interest................................3
SECTION 104. Denominations....................................................3
SECTION 105. Global Securities................................................4
SECTION 106. Transfer.........................................................4
SECTION 107. Redemption......................................................4
ARTICLE 2.....................................................................5
SECTION 201. Supplemental Indentures.........................................5
SECTION 202. Events of Default and Remedies..................................5
SECTION 203. Insurance Policy Payment Procedures.............................5
SECTION 204. Application of Term "Outstanding"to Series D Notes..............9
SECTION 205. Insurer as Third Party Beneficiary..............................7
SECTION 206. Notices.........................................................7
SECTION 207. Concerning the Special Insurance Provisions.....................7
ARTICLE 3.....................................................................8
SECTION 301. Recitals by Company..............................................8
SECTION 302. Ratification and Incorporation of Original Indenture.............8
SECTION 303. Executed in Counterparts.........................................8
- ----------------
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.
<PAGE>
THIS FOURTH SUPPLEMENTAL INDENTURE is made as of the 9th day
of March, 1999, by and between GEORGIA POWER COMPANY, a Georgia corporation, 241
Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374 (the "Company"), and
THE CHASE MANHATTAN BANK, a New York banking corporation, 450 West 33rd Street,
New York, New York 10001 (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has heretofore entered into a Senior Note
Indenture, dated as of January 1, 1998 (the "Original Indenture"), with The
Chase Manhattan Bank, as supplemented by a First Supplemental Indenture, dated
as of January 27, 1998 (the "First Supplemental Indenture"), with The Chase
Manhattan Bank, by a Second Supplemental Indenture, dated as of November 25,
1998 (the "Second Supplemental Indenture"), with The Chase Manhattan Bank and by
a Third Supplemental Indenture, dated as of December 1, 1998 (the "Third
Supplemental Indenture"), with The Chase Manhattan Bank;
WHEREAS, the Original Indenture is incorporated herein
by this reference and the Original Indenture, as supplemented by the First
Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture and this Fourth Supplemental Indenture, is herein called
the "Indenture";
WHEREAS, under the Original Indenture, a new series of Senior
Notes may at any time be established by the Board of Directors of the
Company in accordance with the provisions of the Original Indenture and the
terms of such series may be described by a supplemental indenture executed by
the Company and the Trustee;
WHEREAS, the Company proposes to create under the
Indenture a new series of Senior Notes;
WHEREAS, additional Senior 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 Fourth 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:
<PAGE>
ARTICLE 1
Series D Senior Notes
SECTION 101. Establishment. There is hereby established a new series of
Senior Notes to be issued under the Indenture, to be designated as the Company's
Series D 6-5/8% Senior Notes due March 31, 2039 (the "Series D Notes").
There are to be authenticated and delivered $100,000,000 principal
amount of Series D Notes, and no further Series D Notes shall be authenticated
and delivered except as provided by Sections 203, 303, 304, 907 or 1107 of the
Original Indenture. The Series D Notes shall be issued in definitive fully
registered form.
The Series D Notes shall be issued in the form of one Global Security
in substantially the form set out in Exhibit A hereto. The Depositary with
respect to the Series D Notes shall be The Depository Trust Company.
The form of the Trustee's Certificate of Authentication for the Series
D Notes shall be in substantially the form set forth in Exhibit B hereto.
Each Series D 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.
"Insurance Paying Agent" means State Street Bank and Trust Company,
N.A., New York, New York, or any successor thereto, as the Fiscal Agent under
the Policy.
"Insurer" means MBIA Insurance Corporation, a New York-domiciled stock
insurance corporation.
"Interest Payment Dates" means March 31, June 30, September 30, and
December 31 of each year, commencing June 30, 1999.
"Original Issue Date" means March 9, 1999.
"Policy" means the financial guaranty insurance policy issued by the
Insurer with respect to regularly scheduled payments due for principal of and
interest on the Series D Notes as provided in such policy.
"Regular Record Date" means, with respect to each Interest Payment
Date, the close of business on the 15th calendar day preceding such Interest
Payment Date.
<PAGE>
"Stated Maturity" means March 31, 2039.
SECTION 103. Payment of Principal and Interest. The principal of the
Series D Notes shall be due at Stated Maturity (unless earlier redeemed). The
unpaid principal amount of the Series D Notes shall bear interest at the rate of
6-5/8% 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 D 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. 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 D 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, notice
whereof shall be given to Holders of the Series D 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 D 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 D Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series D 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 D 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 due at the Stated Maturity or
earlier redemption of the Series D Notes shall be made upon surrender of the
Series D Notes at the Corporate Trust Office of the Trustee. The principal of
and interest on the Series D Notes shall be paid 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.
SECTION 104. Denominations. The Series D Notes may be issued in the
denominations of $25, or any integral multiple thereof.
SECTION 105. Global Securities. The Series D 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 D Notes represented by
<PAGE>
the Global Security will not be exchangeable for, and will not otherwise be
issuable as, Series D 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 D 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 D 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 by the Company, 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 by the
Company, in each case within 90 days after the Company receives such notice or
becomes aware of such cessation, (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 D Notes. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Series D Notes registered in such names as the Depositary shall
direct.
SECTION 106. Transfer. No service charge will be made for any transfer
or exchange of Series D 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 D Notes except to the Insurer during a period beginning at the
opening of business fifteen (15) days before the day of the mailing of a notice
pursuant to Section 1104 of the Original Indenture identifying the serial
numbers of the Series D 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 D Notes theretofore selected for redemption in whole or in part, except
the unredeemed portion of any Series D Note redeemed in part.
SECTION 107. Redemption . The Series D 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 March 9, 2004, at a
Redemption Price equal to 100% of the principal amount to be redeemed plus
accrued but unpaid interest to the Redemption Date.
In the event of redemption of the Series D Notes in part only, a new
Series D Note or Notes for the unredeemed portion will be issued in the name or
names of the Holders thereof upon the surrender thereof.
<PAGE>
The Series D 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 D Notes shall, with
respect to the principal thereof, be divisible by $25.
ARTICLE 2
Special Insurance Provisions
SECTION 201. Supplemental Indentures. The consent of the Insurer shall
be required with respect to any indenture or indentures supplemental to the
Original Indenture requiring the consent of the Holders of the Series D Notes
pursuant to Section 902 of the Original Indenture.
SECTION 202. Events of Default and Remedies. Subject to Section 107 of
the Original Indenture and to the Trust Indenture Act, including, without
limitation, Sections 316(a)(1) and 317(a) thereof, if an Event of Default with
respect to the Series D Notes occurs and is continuing, the Insurer shall be
entitled to control and direct the enforcement of all rights and remedies
granted to the Holders of the Series D Notes or the Trustee for the benefit of
the Holders of the Series D Notes under the Indenture, including, without
limitation, (i) the right to accelerate the principal of the Series D Notes as
provided in Section 502 of the Original Indenture, and (ii) the right to annul
any such declaration of acceleration, and the Insurer shall also be entitled to
approve any waiver of an Event of Default with respect to the Series D Notes,
the obligation of the Trustee to comply with any such direction to be subject to
compliance with the conditions set forth in Sections 512 and 603(e) of the
Original Indenture (as if references in those Sections to Holders were
references to the Insurer) and the protections provided to the Trustee by
Section 601(c)(3) of the Original Indenture shall be applicable with respect to
any direction from the Insurer given pursuant hereto (as if references in said
Section to Holders were references to the Insurer).
SECTION 203. Insurance Policy Payment Procedures. (a) If the Trustee
does not have sufficient funds for any payment of principal or interest on the
due date or if the Trustee has notice that any Holder has been required to
disgorge payments of principal or interest on the Series D Notes to a trustee in
bankruptcy or creditors or others pursuant to a final judgment by a court of
competent jurisdiction that such payment constitutes an avoidable preference to
such Holder within the meaning of any applicable bankruptcy laws, then the
Trustee shall notify the Insurer or its designee of such fact by telephone or
telegraphic notice, confirmed in writing by registered or certified mail.
(b) The Trustee is hereby irrevocably designated, appointed, directed
and authorized to act as attorney-in-fact for Holders of the Series D Notes as
follows:
<PAGE>
1. If and to the extent there is a deficiency in amounts
required to pay interest on the Series D Notes, the Trustee shall (a)
execute and deliver to the Insurance Paying Agent, in form satisfactory
to the Insurance Paying Agent, an instrument appointing the Insurer as
agent for such Holders in any legal proceeding related to the payment
of such interest and an assignment to the Insurer of the claims for
interest to which such deficiency relates and which are paid by the
Insurer, (b) receive as designee of the respective Holders (and not as
Trustee) in accordance with the tenor of the Policy payment from the
Insurance Paying Agent with respect to the claims for interest so
assigned, and (c) disburse the same to such respective Holders; and
2. If and to the extent of a deficiency in amounts required to
pay principal of the Series D Notes, the Trustee shall (a) execute and
deliver to the Insurance Paying Agent in form satisfactory to the
Insurance Paying Agent an instrument appointing the Insurer as agent
for such Holders in any legal proceeding relating to the payment of
such principal and an assignment to the Insurer of any of the Series D
Notes surrendered to the Insurance Paying Agent to the extent of the
principal amount thereof as has not previously been paid or for which
moneys are not held by the Trustee and available for such payment (but
such assignment shall be delivered only if payment from the Insurance
Paying Agent is received), (b) receive as designee of the respective
Holders (and not as Trustee) in accordance with the tenor of the Policy
payment therefor from the Insurance Paying Agent, and (c) disburse the
same to such Holders.
(c) Payments with respect to claims for interest on and principal of
Series D Notes disbursed by the Trustee from proceeds of the Policy shall not be
considered to discharge the obligation of the Company with respect to such
Series D Notes, and the Insurer shall become the owner of such unpaid Series D
Notes and claims for the interest thereon in accordance with the tenor of the
assignment made to it under the provisions of the preceding subsection or
otherwise.
(d) Irrespective of whether any such assignment is executed and
delivered, the Company and the Trustee hereby agree for the benefit of the
Insurer that,
1. They recognize that to the extent the Insurer makes
payments, directly or indirectly (as by paying through the Trustee), on
account of principal of or interest on the Series D Notes, the Insurer
will be subrogated to the rights of such Holders to receive the amount
of such principal and interest from the Company, with interest thereon
as provided and solely from the sources stated in the Indenture and the
Series D Notes; and
2. They will accordingly pay to the Insurer the amount of such
principal and interest (including principal and interest recovered
under subparagraph (ii) of the first paragraph of the Policy, which
principal and interest shall be deemed past due and not to have been
paid), with interest thereon as provided in the Indenture and the
Series D Notes, but only from the sources and in the manner provided
herein for the payment of principal of and interest on the Series D
Notes to Holders, and will otherwise treat the Insurer as the owner of
such rights to the extent of the amount of such principal and interest.
<PAGE>
SECTION 204. Application of Term "Outstanding" to Series D Notes. In the
event that the principal and/or interest due on the Series D Notes shall be paid
by the Insurer pursuant to the Policy, the Series D Notes shall remain
Outstanding for all purposes of the Indenture, not be considered defeased or
otherwise satisfied and not be considered paid by the Company, and the Indenture
and all covenants, agreements and other obligations of the Company to the
Holders of the Series D Notes shall continue to exist and such covenants,
agreements and other obligations shall run to the benefit of the Insurer, and
the Insurer shall be subrogated to the rights of such Holders to the extent of
each such payment.
SECTION 205. Insurer as Third Party Beneficiary. To the extent that the
Indenture confers upon or gives or grants to the Insurer any right, remedy or
claim under or by reason of the Indenture, the Insurer is hereby explicitly
recognized as being a third-party beneficiary hereunder and may enforce any such
right, remedy or claim conferred, given or granted hereunder.
SECTION 206. Notices. Any notice that is required to be given to a
Holder of a Series D Note or to the Trustee pursuant to the Indenture shall also
be provided to the Insurer. All notices required to be given to the Insurer
under the Indenture shall be in writing and shall be sent by registered or
certified mail addressed to MBIA Insurance Corporation, 113 King Street, Armonk,
New York 10504, Attention: Surveillance.
SECTION 207. Concerning the Special Insurance Provisions. The provisions
of this Article 2 shall apply notwithstanding anything in the Indenture to the
contrary, but only so long as the Policy shall be in full force and effect and
the Insurer is not in default thereunder.
ARTICLE 3
Miscellaneous Provisions
SECTION 301. Recitals by Company. The recitals in this Fourth
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 D Notes and of this Fourth Supplemental
Indenture as fully and with like effect as if set forth herein in full.
SECTION 302. Ratification and Incorporation of Original Indenture. As
heretofore supplemented by the First Supplemental Indenture, the Second
Supplemental Indenture and the Third Supplemental Indenture and as supplemented
hereby, the Original Indenture is in all respects ratified and confirmed, and
the Original Indenture, the First Supplemental Indenture, the Second
Supplemental Indenture, the Third Supplemental Indenture and this Fourth
Supplemental Indenture shall be read, taken and construed as one and the same
instrument.
SECTION 303. Executed in Counterparts. This Fourth 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.
<PAGE>
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:
-------------------------- ---------------------------------------
Wayne Boston Judy M. Anderson
Assistant Secretary Vice President and Corporate Secretary
ATTEST: THE CHASE MANHATTAN BANK, as Trustee
By: By:
Name: Name:
Title: Title:
<PAGE>
EXHIBIT A
FORM OF SERIES D NOTE
<PAGE>
NO. __ CUSIP NO. 373334549
GEORGIA POWER COMPANY
SERIES D 6-5/8% SENIOR NOTE
DUE MARCH 31, 2039
Principal Amount: $_____________
Regular Record Date: 15th calendar day prior to Interest Payment Date
Original Issue Date: March 9, 1999
Stated Maturity: March 31, 2039
Interest Payment Dates: March 31, June 30, September 30 and December 31
Interest Rate: 6-5/8% per annum
Authorized Denomination: $25
Initial Redemption Date: March 9, 2004
Georgia Power Company, a Georgia corporation (the "Company", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
_______________________________________________, or registered assigns, the
principal sum of _________ DOLLARS ($__________) 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 June 30, 1999, 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.
<PAGE>
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 is closed for business.
Payment of the principal of and interest due at the Stated Maturity or
earlier redemption of the Series D Notes shall be made upon surrender of the
Series D Notes at the Corporate Trust Office of the Trustee. The principal of
and interest on the Series D Notes shall be paid 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.
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.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
GEORGIA POWER COMPANY
By:
Name:
Title:
Attest:
Assistant Secretary
{Seal of GEORGIA POWER COMPANY appears here}
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Notes referred to in the within-mentioned
Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
Authorized Officer
<PAGE>
(Reverse Side of Note)
This Note is one of a duly authorized issue of Senior Notes of the
Company (the "Notes"), issued and issuable in one or more series under a Senior
Note Indenture, dated as of January 1, 1998, as supplemented (the "Indenture"),
between the Company and 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 D 6-5/8%
Senior Notes due March 31, 2039 (the "Series D Notes") in the aggregate
principal amount of up to $100,000,000. 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 March 9, 2004 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 to the Redemption 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.
<PAGE>
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.
<PAGE>
STATEMENT OF INSURANCE
MBIA Insurance Corporation (the "Insurer") has issued a financial
guaranty insurance policy (the "Policy") containing the following provisions,
such policy being on file at The Chase Manhattan Bank, 450 West 33rd Street, New
York, New York 10001.
The Insurer, in consideration of the payment of the premium and subject
to the terms of the Policy, hereby unconditionally and irrevocably guarantees to
any owner, as hereinafter defined, of the following described obligations, the
full and complete payment required to be made by or on behalf of the Company to
The Chase Manhattan Bank or its successor (the "Paying Agent") of an amount
equal to (i) the principal of (at the stated maturity) and interest on, the
Obligations (as that term is defined below) as such payments shall become due
but shall not be so paid (except that in the event of any acceleration of the
due date of such principal by reason of mandatory or optional redemption or
acceleration resulting from default or otherwise, the payments guaranteed hereby
shall be made in such amounts and at such times as such payments of principal
would have been due had there not been any such acceleration); and (ii) the
reimbursement of any such payment which is subsequently recovered from any owner
pursuant to a final judgment by a court of competent jurisdiction that such
payment constitutes an avoidable preference to such owner within the meaning of
any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii)
of the preceding sentence shall be referred to herein collectively as the
"Insured Amounts." "Obligations" shall mean:
$100,000,000
GEORGIA POWER COMPANY
SERIES D 6-5/8% SENIOR NOTES
DUE MARCH 31, 2039
Upon receipt of telephonic notice, such notice subsequently confirmed
in writing by registered or certified mail, or upon receipt of written notice by
registered or certified mail, by the Insurer from the Paying Agent or any owner
of an Obligation the payment of an Insured Amount for which is then due, that
such required payment has not been made, the Insurer on the due date of such
payment or within one Business Day after receipt of notice of such nonpayment,
whichever is later, will make a deposit of funds, in an account with State
Street Bank and Trust Company, N.A., in New York, New York, or its successor,
sufficient for the payment of any such Insured Amounts which are then due. Upon
presentment and surrender of such Obligations or presentment of such other proof
of ownership of the Obligations, together with any appropriate instruments of
assignment to evidence the assignment of the Insured Amounts due on the
Obligations as are paid by the Insurer, and appropriate instruments to effect
the appointment of the Insurer as agent for such owners of the Obligations in
any legal proceeding related to payment of Insured Amounts on the Obligations,
such instrument being in a form satisfactory to State Street Bank and Trust
Company, N.A., State Street Bank and Trust Company, N.A. shall disburse to such
owners or the Paying Agent payment of the Insured Amounts due on such
Obligations, less any amount held by the Paying Agent for the payment of such
Insured Amounts and legally available therefor. The Policy does not insure
against loss of any prepayment premium which may at any time be payable with
respect to any Obligation.
<PAGE>
As used herein, the term "owner" shall mean the registered owner of any
Obligation as indicated in the books maintained by the Paying Agent, the Company
or any designee of the Company for such purpose. The term owner shall not
include the Company or any party whose agreement with the Company constitutes
the underlying security for the Obligations.
Any service of process on the Insurer may be made to the Insurer at its
offices located at 113 King Street, Armonk, New York 10504 and such service of
process shall be valid and binding.
This policy is non-cancellable for any reason. The premium on this
policy is not refundable for any reason including the payment prior to maturity
of the Obligations.
The insurance provided by the Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.
MBIA Insurance Corporation
<PAGE>
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:
<PAGE>
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.
<PAGE>
EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Notes referred to in the within-mentioned
Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
Authorized Officer
Exhibit 23.1
March 9, 1999
Georgia Power Company
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308-3374
Ladies and Gentlemen:
We hereby consent to the reference to our firm under the caption
"Experts" in the Prospectus Supplement of Georgia Power Company (the "Company")
dated March 3, 1999, relating to $100,000,000 aggregate principal amount of
Series D 6 5/8% Senior Notes due March 31, 2039, and to the filing hereof with
the Securities and Exchange Commission as an exhibit to the Company's Current
Report on Form 8-K dated March 3, 1999.
/s/ Troutman Sanders LLP
Very truly yours,
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement of
Georgia Power Company relating to Series D Senior Notes, of our report dated
February 3, 1998, on our audits of the consolidated financial statements of MBIA
Insurance Corporation and Subsidiaries as of December 31, 1997 and 1996 and for
each of the three years in the period ended December 31, 1997. We also consent
to the reference to our firm under the caption "Experts".
/s/ Pricewaterhouse Coopers LLP
PricewaterhouseCoopers LLP
March 8, 1999
