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) February 15, 2000
---------------------
GEORGIA POWER COMPANY
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
- -------------------------------------------------------------------------------
Georgia 1-6468 58-0257110
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
241 Ralph McGill Boulevard, NE, Atlanta, Georgia 30308
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 506-6526
-----------------------------
N/A
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
------------
On February 15, 2000, Georgia Power Company (the "Company")
entered into an Underwriting Agreement covering the issue and sale by the
Company of $300,000,000 aggregate principal amount of its Series E Floating Rate
Senior Notes due February 22, 2002 (the "Series E Senior Notes"). Said Notes
were registered under the Securities Act of 1933, as amended, pursuant to the
shelf registration statement (Registration Statement Nos. 333-75193,
333-75193-01 and 333-75193-02) of the Company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
------------------------------------------------------------------
(c) Exhibits.
1 Underwriting Agreement, dated February 15, 2000, between the
Company and Bear, Stearns & Co. Inc. and Chase Securities
Inc., as the Underwriters.
4.2 Fifth Supplemental Indenture to Senior Note Indenture dated
as of February 22, 2000, providing for the issuance of the
Series E Senior Notes.
4.7 Form of Series E Senior Note. (included in Exhibit 4.2 above).
12.1 Computation of ratio of earnings to fixed charges.
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: February 22, 2000 GEORGIA POWER COMPANY
By _____________________________
Wayne Boston
Assistant Secretary
Exhibit 1
$300,000,000 Series E Floating Rate Senior Notes
Due February 22, 2002
GEORGIA POWER COMPANY
UNDERWRITING AGREEMENT
Bear, Stearns & Co. Inc.
Chase Securities Inc.
c/o
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
Georgia Power Company, a Georgia corporation (the "Company"),
confirms its agreement (the "Agreement") with you as the Underwriters named in
Schedule I hereto (collectively, the "Underwriters", which term shall also
include any underwriter substituted as hereinafter provided in Section 10
hereof) with respect to the sale by the Company and the purchase by the
Underwriters, acting severally and not jointly, of $300,000,000 aggregate
principal amount of the Series E Floating Rate Senior Notes due February 22,
2002 (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 Underwriters 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 fifth supplemental indenture, dated as of February
22, 2000 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.
Pursuant to a Calculation Agent Agreement, dated as of
February 22, 2000 (the "Calculation Agent Agreement"), between the Company and
The Chase Manhattan Bank, as calculation agent thereunder (the "Calculation
Agent"), the Company has engaged the Calculation Agent to perform certain
services with respect to the floating interest rate on the Senior Notes.
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. 333-75193,
333-75193-01 and 333-75193-02), 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".
(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
2
<PAGE>
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 caption "Description of the Series E Senior Notes -
Book-Entry Only Issuance -- The Depository Trust Company."
(c) The Registration Statement, the Prospectus and the Final Supplemented
Prospectus comply, 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 caption "Description of the Series E Senior Notes - Book-Entry
Only Issuance -- The Depository Trust Company."
(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.
3
<PAGE>
(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.
(j) The Calculation Agent Agreement 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 Calculation Agent Agreement by the Calculation
Agent, the Calculation Agent Agreement 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 the Enforceability
Exceptions.
4
<PAGE>
(k) The execution, delivery and performance by the Company of this
Agreement, the Calculation Agent 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.
(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 100% of the principal amount thereof.
(b) Payment for and delivery of certificates for the Senior
Notes shall be made at the offices of Troutman Sanders LLP, Bank of America
Plaza, 600 Peachtree Street, N.E., Atlanta, Georgia at 10:00 A.M., Atlanta
time, on February 22, 2000 (unless postponed in accordance with the provisions
5
<PAGE>
of Section 10) or such other time, place or date as shall be agreed upon by
the Underwriters 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 Underwriters. It is understood that Bear,
Stearns & Co. Inc. will accept delivery of, receipt for, and make payment of
the principal amount of the Senior Notes which the Underwriters have
agreed to purchase.
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 Underwriters 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 Underwriters 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 Underwriters
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.
(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
6
<PAGE>
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 Underwriters 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 Underwriters 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.
(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) During a period of 15 days from the date of this Agreement, the
Company will not, without the Underwriters' prior written consent,
directly or indirectly, sell, offer to sell, grant any option for the
sale of, or otherwise dispose of, any Senior Notes or any security
convertible into or exchangeable into or exercisable for the Senior
7
<PAGE>
Notes or any debt securities substantially similar to the Senior Notes
(except for the Senior Notes issued pursuant to this Agreement).
(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 Underwriters 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 and the Calculation Agent, including the
fees and disbursements of counsel for the Trustee and the Calculation Agent in
connection with the Calculation Agent Agreement, the Indenture and the Senior
Notes, (ix) any fees payable in connection with the rating of the Senior
Notes, (x) the cost and charges of any transfer agent or registrar
and (xi) 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:
(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.
8
<PAGE>
(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 Underwriters, 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 Underwriters 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 and the Calculation
Agent, 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) 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
Underwriters 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.
(5) On the Closing Date, the Underwriters 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
9
<PAGE>
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 and Other 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 Final
Supplemented 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 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 and Other
Charges and Net Income After Dividends Preferred Stock
10
<PAGE>
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.
(6) 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 Underwriters and Dewey Ballantine LLP,
counsel for the Underwriters.
(7) 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 Underwriters,
shall materially impair the marketability of the Senior
Notes.
(8) The Company shall have performed its obligations when
and as provided under this Agreement.
If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the Underwriters 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
Underwriters. 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.
11
<PAGE>
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 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 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
12
<PAGE>
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 on
behalf of the Underwriters for use therein.
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 Underwriters 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 Underwriters, the marketability of the Senior Notes
shall have been materially impaired.
14
<PAGE>
(b) If this Agreement shall be terminated by the Underwriters
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 Underwriters shall have the right, within 24 hours
thereafter, to make arrangements for the non-defaulting Underwriters, 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 Underwriters shall not have completed such arrangements
within such 24-hour period, then:
(a) if the principal amount of Defaulted Securities does not
exceed 10% of the Senior Notes, the non-defaulting Underwriters 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 Underwriters 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 Underwriters at Bear,
Stearns & Co., Debt Capital Markets, 245 Park Avenue, 4th Floor, New York,
14
<PAGE>
New York 10167 and Chase Securities Inc., 270 Park Avenue, 8th Floor,
New York, New York 10017; 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: Jeffery A.
Spencer.
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 any of
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.
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.
15
<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
Bear, Stearns & Co. Inc.
On behalf of the Underwriters
named in Schedule I hereto
By: ___________________________
Title:
<PAGE>
SCHEDULE I
Principal Amount of
Name of Underwriters Senior Notes
Bear, Stearns & Co. Inc. $150,000,000
Chase Securities Inc. $150,000,000
------------
TOTAL: $300,000,000
------------
<PAGE>
Schedule II
[Letterhead of TROUTMAN SANDERS LLP]
________ __, 2000
Bear, Stearns & Co. Inc.
Chase Securities Inc.
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
GEORGIA POWER COMPANY
Series E Floating Rate Senior Notes due February 22, 2002
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
$300,000,000 aggregate principal amount of its Series E Floating Rate Senior
Notes due February 22, 2002 (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 Fifth Supplemental Indenture dated as of _____ __, 2000 (collectively,
the "Indenture"); and (ii) the purchase by you of the Notes pursuant to the
terms of an Underwriting Agreement dated ______ __, 2000 (the "Underwriting
Agreement"), among the Company and the underwriters named in Schedule I thereto
(the "Underwriters"). Pursuant to a Calculation Agent Agreement, dated as of
February __, 2000 (the "Calculation Agent Agreement"), between the Company and
The Chase Manhattan Bank, as calculation agent thereunder (the "Calculation
Agent"), the Company has engaged the Calculation Agent to perform certain
services with respect to the floating interest rate on the Senior Notes. This
opinion is being delivered to you as Underwriter 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.333-75193, 333-75193-01 and
333-75193-02) 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 _______________ as
<PAGE>
supplemented by the prospectus supplement dated __________, 2000 (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
_________________, 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
_________________, _________________ and _____________ (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, the Calculation Agent Agreement 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.
2
<PAGE>
4. Each of the Calculation Agent Agreement and the Indenture has been
duly authorized, executed and delivered by the Company and, assuming the due
authorization, execution and delivery thereof by the Calculation Agent and the
Trustee, respectively, 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
thereunder 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 __
of the 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
3
<PAGE>
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 its effective date (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 caption
"Description of the Series E Senior Notes - Book-Entry Only Issuance - The
Depository Trust Company".
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]
_______ __, 2000
Bear Stearns & Co. Inc.
Chase Securities Inc.
c/o Bear Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Georgia Power Company
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308-3374
Georgia Power Company
Series E Floating Rate Senior Notes
Due February 22, 2002
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, (b) the Fifth
Supplemental Indenture dated as of February 22, 2000 (together with the Original
Indenture, herein called the "Indenture"), between the Company and the Bank, as
Trustee, and (c) the Calculation Agent Agreement, dated as of February 22, 2000
(the "Calculation Agent Agreement"), between the Company and the Bank, as
Calculation Agent.
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, the Calculation
Agent Agreement 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;
<PAGE>
(ii) the Bank has the corporate trust power and authority to
execute, deliver and perform its duties under the Indenture and the Calculation
Agent Agreement, has duly executed and delivered the Indenture and the
Calculation Agent Agreement, 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, each of the Indenture and the Calculation
Agent Agreement 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 and the Calculation Agent Agreement 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 Calculation Agent Agreement 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
2
<PAGE>
Schedule IV
[Letterhead of DEWEY BALLANTINE LLP]
________ __, 2000
Bear, Stearns & Co. Inc.
Chase Securities Inc.
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
GEORGIA POWER COMPANY
Series E Floating Rate Senior Notes
Due February 22, 2002
Ladies and Gentlemen:
We have represented you (the "Underwriters") in connection
with (i) the issuance by Georgia Power Company (the "Company") of $300,000,000
of its Series E Floating Rate 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 Fifth Supplemental Indenture dated as of ________
__, 2000 (collectively, the "Indenture"); and (ii) the purchase by you of the
Notes pursuant to the terms of an Underwriting Agreement dated ________ __,
2000, among the Company and the Underwriters (the "Underwriting Agreement").
Pursuant to a Calculation Agent Agreement, dated as of February __, 2000 (the
"Calculation Agent Agreement"), between the Company and The Chase Manhattan
Bank, as calculation agent thereunder (the "Calculation Agent"), the Company has
engaged the Calculation Agent to perform certain services with respect to the
floating interest rate on the Senior Notes. This opinion is being delivered to
you as Underwriters pursuant to Section 5(c)(3) 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 (File Nos. 333-75193, 333-75193-01 and
333-75193-02) pertaining to the Notes (the "Registration Statement"), filed
under the Securities Act of 1933, as amended (the "Act"), and the prospectus
dated __________, as supplemented by a final prospectus supplement relating to
<PAGE>
the Notes dated _______, 2000, which pursuant to Form S-3 incorporates by
reference the Annual Report on Form 10-K of the Company for the fiscal year
ended ____________, 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 _________________, _________________ and _____________ (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, the Calculation Agent Agreement 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.
4. Each of the Indenture and the Calculation Agent Agreement
has been duly authorized, executed and delivered by the Company and, assuming
2
<PAGE>
the due authorization, execution and delivery thereof by the Trustee and the
Calculation Agent, respectively, 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 and the Calculation Agent Agreement
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. 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 ______, 2000, complied as to form
in all material respects with the 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
3
<PAGE>
the Exchange Act Documents, and (ii) nothing came to our attention which gives
us reason to believe that the Registration Statement, as of its effective date
(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 caption
"Description of the Series E Senior Notes --Book-Entry Only Issuance --The
Depository Trust Company."
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 insofar as such opinions relate to
matters of New York law.
Very truly yours,
DEWEY BALLANTINE LLP
Exhibit 4.2
GEORGIA POWER COMPANY
TO
THE CHASE MANHATTTAN BANK,
TRUSTEE.
FIFTH SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 22, 2000
$300,000,000
SERIES E FLOATING RATE SENIOR NOTES
DUE FEBRUARY 22, 2002
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS1
<S> <C>
PAGE
ARTICLE 1.........................................................................................................2
SECTION 101. Establishment........................................................................................2
-------------
SECTION 102. Definitions..........................................................................................2
-----------
SECTION 103. Payment of Principal and Interest....................................................................3
---------------------------------
SECTION 104. Determination of Interest............................................................................4
-------------------------
SECTION 105. Denominations........................................................................................5
-------------
SECTION 106. Global Securities....................................................................................5
-----------------
SECTION 107. Transfer.............................................................................................6
--------
ARTICLE 2.........................................................................................................6
SECTION 201. Recitals by Company..................................................................................6
-------------------
SECTION 202. Ratification and Incorporation of Original Indenture.................................................6
----------------------------------------------------
SECTION 203. Executed in Counterparts.............................................................................6
------------------------
</TABLE>
________________________
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.
i
<PAGE>
0523042.doc
THIS FIFTH SUPPLEMENTAL INDENTURE is made as of the 22nd day
of February, 2000, 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, by a
Third Supplemental Indenture, dated as of December 1, 1998 (the "Third
Supplemental Indenture"), with The Chase Manhattan Bank and by a Fourth
Supplemental Indenture, dated as of March 9, 1999 (the "Fourth 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,
the Fourth Supplemental Indenture and this Fifth 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 Fifth 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 E 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 E Floating Rate Senior Notes due February 22, 2002 (the "Series E
Notes").
There are to be authenticated and delivered $300,000,000 principal
amount of Series E Notes, and no further Series E Notes shall be authenticated
and delivered except as provided by Sections 203, 303, 304, 907 or 1107 of the
Original Indenture. The Series E Notes shall be issued in definitive fully
registered form.
The Series E 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 E Notes shall be The Depository Trust Company.
The form of the Trustee's Certificate of Authentication for the Series
E Notes shall be in substantially the form set forth in Exhibit B hereto.
Each Series E 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.
The Series E Notes will not be redeemable at the option of the Company
prior to the Stated Maturity and will not have a sinking fund.
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.
"Calculation Agent" means The Chase Manhattan Bank, or its successor
appointed by the Company, acting as calculation agent.
"Interest Determination Date" means the second London Business Day
immediately preceding the first day of the relevant Interest Period.
"Interest Payment Dates" means the 22nd day of each month, commencing
March 22, 2000; provided, however, in the event that any Interest Payment Date
would otherwise be a day that is not a Business Day, the Interest Payment Date
will be the next succeeding Business Day.
"Interest Period" means the period commencing on an Interest Payment
Date (or, with respect to the initial Interest Period only, commencing on the
Original Issue Date) and ending on the day before the next succeeding Interest
Payment Date.
2
<PAGE>
"LIBOR" for any Interest Determination Date will be the Reported Rate
for deposits in U. S. dollars having an index maturity of one month for a period
commencing on the second London Business Day immediately following the Interest
Determination Date in amounts of not less than $1,000,000, at approximately
11:00 a.m., London time, on the Interest Determination Date.
"London Business Day" means a day that is a Business Day and a day on
which dealings in deposits in U. S. dollars are transacted, or with respect to
any future date are expected to be transacted, in the London interbank market.
"Original Issue Date" means February 22, 2000.
"Rate Quotation" is defined in Section 104 hereof.
"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.
"Reported Rate" means the rate that appears on Telerate Page 3750 or a
successor reporter of such rates selected by the Calculation Agent and
acceptable to the Company.
"Representative Amounts" is defined in Section 104 hereof.
"Stated Maturity" means February 22, 2002.
"Telerate Page 3750" means the display designated on page 3750 on
Bridge Telerate, Inc. (or such other page as may replace the 3750 page on that
service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for
U. S. dollar deposits).
SECTION 103. Payment of Principal and Interest. The principal of the
Series E Notes shall be due at Stated Maturity. The unpaid principal amount of
the Series E Notes shall bear interest at the rates set monthly pursuant to
Section 104 hereof until paid or duly provided for. Interest shall be paid
monthly in arrears on each Interest Payment Date to the Person in whose name the
Series E Notes are registered on the Regular Record Date for such Interest
Payment Date, provided that interest payable at the Stated Maturity of principal
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 E 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 E 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 E 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.
3
<PAGE>
Payments of interest on the Series E Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series E Notes shall be computed and paid on the basis of the
actual number of days elapsed over a 360-day year.
Payment of the principal and interest due at the Stated Maturity of the
Series E Notes shall be made upon surrender of the Series E Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Series E 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. Determination of Interest Rate. The Series E Notes will
bear interest for each Interest Period at a per annum rate determined by the
Calculation Agent, subject to the maximum interest rate permitted by New York or
other applicable state law, as such law may be modified by United States law of
general application. The interest rate applicable during each Interest Period
will be equal to LIBOR on the Interest Determination Date for such Interest
Period plus 0.05%; provided, however, that in certain circumstances described
below, the interest rate will be determined without reference to LIBOR. Promptly
upon such determination, the Calculation Agent will notify the Company and the
Trustee, if the Trustee is not then serving as the Calculation Agent, of the
interest rate for the new Interest Period. The interest rate determined by the
Calculation Agent, absent manifest error, shall be binding and conclusive upon
the beneficial owners and Holders of the Series E Notes, the Company and the
Trustee.
If the following circumstances exist on any Interest Determination
Date, the Calculation Agent shall determine the interest rate for the Series E
Notes as follows:
(1) In the event no Reported Rate appears on Telerate Page
3750 as of approximately 11:00 a.m., London time, on an Interest
Determination Date, the Calculation Agent shall request the principal
London offices of each of four major banks in the London interbank
market selected by the Calculation Agent (after consultation with the
Company) to provide a quotation of the rate (the "Rate Quotation") at
which one month deposits in amounts of not less than $1,000,000 are
offered by it to prime banks in the London interbank market, as of
approximately 11:00 a.m., London time, on such Interest Determination
Date, that is representative of single transactions at such time (the
"Representative Amounts"). If at least two Rate Quotations are
provided, the interest rate will be the arithmetic mean of the Rate
Quotations obtained by the Calculation Agent, plus 0.05%.
(2) In the event no Reported Rate appears on Telerate Page
3750 as of approximately 11:00 a.m., London time, on an Interest
Determination Date and there are fewer than two Rate Quotations, the
interest rate will be the arithmetic mean of the rates quoted at
4
<PAGE>
approximately 11:00 a.m., New York City time, on such Interest
Determination Date, by three major banks in New York City selected by
the Calculation Agent (after consultation with the Company), for loans
in Representative Amounts in U. S. dollars to leading European banks,
having an index maturity of one month for a period commencing on the
second London Business Day immediately following such Interest
Determination Date, plus 0.05%; provided, however, that if fewer than
three banks selected by the Calculation Agent are quoting such rates,
the interest rate for the applicable Interest Period will be the same
as the interest rate in effect for the immediately preceding Interest
Period.
Upon the request of a Holder of the Series E Notes, the Calculation
Agent will provide to such Holder the interest rate in effect on the date of
such request and, if determined, the interest rate for the next Interest Period.
SECTION 105. Denominations. The Series E Notes may be issued in the
denominations of $1,000, or any integral multiple thereof.
SECTION 106. Global Securities. The Series E 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 E Notes represented by
the Global Security will not be exchangeable for, and will not otherwise be
issuable as, Series E Notes in definitive form. The Global Securities described
above may not be transferred except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or to a successor Depositary or its nominee.
Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a Series E 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 E 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 E Notes. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Series E Notes registered in such names as the Depositary shall
direct.
5
<PAGE>
SECTION 107 Transfer. No service charge will be made for any transfer
or exchange of Series E 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.
ARTICLE 2
Miscellaneous Provisions
SECTION 201. Recitals by Company. The recitals in this Fifth
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 E Notes and of this Fifth Supplemental Indenture
as fully and with like effect as if set forth herein in full.
SECTION 202. Ratification and Incorporation of Original Indenture. As
heretofore supplemented by the First Supplemental Indenture, the Second
Supplemental Indenture, the Third Supplemental Indenture, the Fourth
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, the Fourth Supplemental Indenture and this Fifth
Supplemental Indenture shall be read, taken and construed as one and the same
instrument.
SECTION 203. Executed in Counterparts. This Fifth 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.
6
<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 E NOTE
8
<PAGE>
NO. __ CUSIP NO. 373334FE6
GEORGIA POWER COMPANY
SERIES E FLOATING RATE SENIOR NOTE
DUE FEBRUARY 22, 2002
Principal Amount: $_____________
Regular Record Date: 15th calendar day prior to Interest Payment Date
Original Issue Date: February 22, 2000
Stated Maturity: February 22, 2002
Interest Payment Dates: 22nd day of each month; provided, however, in
the event that any Interest Payment Date would
otherwise be a day that is not a Business Day,
the Interest Payment Date will be the next
succeeding Business Day
Interest Rate: LIBOR plus 0.05% per annum, as set on each
Interest Determination Date
Interest Determination Dates: 2nd London Business Day immediately preceding
the first day of the relevant Interest Period
Authorized Denomination: $1,000
Georgia Power Company, a Georgia corporation (the "Company", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
_______________________________________________, or registered assigns, the
principal sum of _________ DOLLARS ($__________) on the Stated Maturity shown
above, 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, monthly in arrears on each Interest Payment Date as specified
above, commencing on March 22, 2000, and on the Stated Maturity at the rates per
annum determined in accordance with the provisions specified below 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) 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
2
<PAGE>
payable at Stated Maturity 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.
The Series E Notes (as defined on the reverse hereof) will bear
interest for each Interest Period at a per annum rate determined by the
Calculation Agent, subject to the maximum interest rate permitted by New York or
other applicable state law, as such law may be modified by United States law of
general application. The interest rate applicable during each Interest Period
will be equal to LIBOR on the Interest Determination Date for such Interest
Period plus 0.05%; provided, however, that in certain circumstances described
below, the interest rate will be determined without reference to LIBOR. Promptly
upon such determination, the Calculation Agent will notify the Company and the
Trustee, if the Trustee is not then serving as the Calculation Agent, of the
interest rate for the new Interest Period. The interest rate determined by the
Calculation Agent, absent manifest error, shall be binding and conclusive upon
the beneficial owners and Holders of the Series E Notes, the Company and the
Trustee.
If the following circumstances exist on any Interest Determination
Date, the Calculation Agent shall determine the interest rate for the Series E
Notes as follows:
(1) In the event no Reported Rate appears on Telerate Page
3750 as of approximately 11:00 a.m., London time, on an Interest
Determination Date, the Calculation Agent shall request the principal
London offices of each of four major banks in the London interbank
market selected by the Calculation Agent (after consultation with the
Company) to provide a quotation of the rate (the "Rate Quotation") at
which one month deposits in amounts of not less than $1,000,000 are
offered by it to prime banks in the London interbank market, as of
approximately 11:00 a.m., London time, on such Interest Determination
Date, that is representative of single transactions at such time (the
"Representative Amounts"). If at least two Rate Quotations are
provided, the interest rate will be the arithmetic mean of the Rate
Quotations obtained by the Calculation Agent, plus 0.05%.
(2) In the event no Reported Rate appears on Telerate Page
3750 as of approximately 11:00 a.m., London time, on an Interest
Determination Date and there are fewer than two Rate Quotations, the
interest rate will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., New York City time, on such Interest
Determination Date, by three major banks in New York City selected by
the Calculation Agent (after consultation with the Company), for loans
in Representative Amounts in U. S. dollars to leading European banks,
having an index maturity of one month for a period commencing on the
second London Business Day immediately following such Interest
3
<PAGE>
Determination Date, plus 0.05%; provided, however, that if fewer than
three banks selected by the Calculation Agent are quoting such rates,
the interest rate for the applicable Interest Period will be the same
as the interest rate in effect for the immediately preceding Interest
Period.
"Calculation Agent" means The Chase Manhattan Bank, or its successor
appointed by the Company, acting as calculation agent.
"Interest Determination Date" means the second London Business Day
immediately preceding the first day of the relevant Interest Period.
"Interest Period" means the period commencing on an Interest Payment
Date (or, with respect to the initial Interest Period only, commencing on the
Original Issue Date) and ending on the day before the next succeeding Interest
Payment Date.
"LIBOR" for any Interest Determination Date will be the Reported Rate
for deposits in U. S. dollars having an index maturity of one month for a period
commencing on the second London Business Day immediately following the Interest
Determination Date in amounts of not less than $1,000,000, at approximately
11:00 a.m., London time, on the Interest Determination Date.
"London Business Day" means a day that is a Business Day and a day on
which dealings in deposits in U. S. dollars are transacted, or with respect to
any future date are expected to be transacted, in the London interbank market.
"Reported Rate" means the rate that appears on Telerate Page 3750 or a
successor reporter of such rates selected by the Calculation Agent and
acceptable to the Company.
"Telerate Page 3750" means the display designated on page 3750 on
Bridge Telerate, Inc. (or such other page as may replace the 3750 page on that
service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for
U. S. dollar deposits).
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 the actual number of days elapsed
over a 360-day year. 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 of
the Series E Notes shall be made upon surrender of the Series E Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Series E 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
3
<PAGE>
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.
4
<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 E
Floating Rate Senior Notes due February 22, 2002 (the "Series E Notes") in the
aggregate principal amount of up to $300,000,000. Capitalized terms used herein
for which no definition is provided herein shall have the meanings set forth in
the Indenture.
The Series E Notes will not have a sinking fund.
The Series E Notes will not be redeemable at the option of the Company
prior to the Stated Maturity.
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 rates, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company for such purpose, duly endorsed by, or accompanied by a written
7
<PAGE>
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 $1,000 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.
8
<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.
9
<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
<TABLE>
Exhibit 12
2/16/100
GEORGIA POWER COMPANY
---------------------
Computation of ratio of earnings to fixed charges for the
the five years ended December 31, 1998
and the twelve months ended December 31, 1999
<CAPTION>
Twelve
Months
Ended
Year ended December 31, December 31,
-------------------------------------------------------------
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
-----------------------------Thousands of Dollars--------------------------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS AS DEFINED IN ITEM 503 OF REGULATIONS S-K
Income Before Interest Charges $ 927,336 $ 959,692 $ 875,626 $ 880,209 $ 849,056 $ 890,839
Federal and state income taxes 360,380 411,675 383,668 419,230 493,826 387,808
Deferred income taxes, net 34,130 35,367 35,830 (21,874) (100,301) (39,452)
Deferred investment tax credits (489) 1,127 0 0 7,187 4,804
AFUDC - Debt funds 11,613 12,123 11,452 9,030 7,117 12,429
----------- ----------- ----------- ----------- ----------- -----------
Earnings as defined $1,332,970 $1,419,984 $1,306,576 $1,286,595 $1,256,885 $1,256,428
=========== =========== =========== =========== =========== ===========
FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
Interest on long-term debt $ 308,611 $ 257,092 $ 210,149 $ 196,707 $ 182,879 $ 164,375
Interest on interim obligations 17,529 21,463 15,478 7,795 12,213 19,787
Amort of debt disc, premium and expense, net 15,776 15,846 14,802 14,191 13,378 100,127
Other interest charges 23,483 20,400 21,296 57,623 71,536 75,868
----------- ----------- ----------- ----------- ----------- ------------
Fixed charges as defined $ 365,399 $ 314,801 $ 261,725 $ 276,316 $ 280,006 $ 360,157
=========== =========== =========== =========== =========== ============
RATIO OF EARNINGS TO FIXED CHARGES 3.65 4.51 4.99 4.66 4.49 3.49
===== ===== ===== ===== ===== ====
Note: The above figures have been adjusted to give effect to Georgia Power Company's 50% ownership of Southern Electric Generating
Company.
</TABLE>
