Exhibit 4.2
GEORGIA POWER COMPANY
TO
THE BANK OF NEW YORK,
TRUSTEE
THIRTY-FIFTH SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 5, 2008
SERIES 2008B 5.40% SENIOR NOTES
DUE JUNE 1, 2018
<PAGE>
TABLE OF CONTENTS(1)
PAGE
ARTICLE
1................................................................1
Series
2008B Senior Notes............................................1
SECTION
101.
Establishment..........................................1
SECTION
102.
Definitions............................................2
SECTION
103. Payment of
Principal and Interest......................3
SECTION
104.
Denominations..........................................4
SECTION
105. Global
Securities......................................4
SECTION
106.
Transfer...............................................4
SECTION
107. Redemption at the
Company's Option.....................5
ARTICLE
2................................................................5
Miscellaneous
Provisions.............................................5
SECTION
201. Recitals by
Company....................................5
SECTION
202. Ratification and
Incorporation of Original Indenture...5
SECTION
203. Executed in
Counterparts...............................6
EXHIBIT A
Form of Series 2008B Note
EXHIBIT B
Certificate of Authentication
________________________________
(1)This Table of Contents does not constitute part of the Indenture
or
have any bearing upon the interpretation of any of its terms and
provisions.
<PAGE>
THIS THIRTY-FIFTH SUPPLEMENTAL INDENTURE is made as of the 5th day
of
June, 2008, by and between GEORGIA POWER COMPANY, a Georgia
corporation, 241
Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374 (the
"Company"), and
THE BANK OF NEW YORK, a New York banking corporation, 101 Barclay
Street, Floor
8W, New York, New York 10286 (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 Bank
of New York (as successor to JPMorgan Chase Bank, N.A. (formerly
known as The
Chase Manhattan Bank)), as heretofore supplemented;
WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as heretofore supplemented
and as further
supplemented by this Thirty-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 Thirty-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:
ARTICLE 1
Series 2008B 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 2008B 5.40% Senior Notes due June 1, 2018 (the "Series 2008B
Notes").
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There are to be authenticated and delivered $250,000,000
principal
amount of Series 2008B Notes, and such principal amount of the
Series 2008B
Notes may be increased from time to time pursuant to Section 301 of
the Original
Indenture. All Series 2008B Notes need not be issued at the same
time and such
series may be reopened at any time, without the consent of any
Holder, for
issuances of additional Series 2008B Notes. Any such additional
Series 2008B
Notes will have the same interest rate, maturity and other terms as
those
initially issued. No Series 2008B Notes shall be authenticated and
delivered in
excess of the principal amount as so increased except as provided
by Sections
203, 303, 304, 907 or 1107 of the Original Indenture. The Series
2008B Notes
shall be issued in definitive fully registered form.
The Series 2008B Notes shall be issued in the form of one or
more
Global Securities in substantially the form set out in Exhibit A
hereto. The
Depositary with respect to the Series 2008B Notes shall be The
Depository Trust
Company.
The form of the Trustee's Certificate of Authentication for the
Series
2008B Notes shall be in substantially the form set forth in Exhibit
B hereto.
Each Series 2008B 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 2008B Notes 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.
"Comparable Treasury Issue" means the United States Treasury
security
selected by an Independent Investment Banker as having a maturity
comparable to
the remaining term of the Series 2008B Notes to be redeemed that
would be
utilized, at the time of selection and in accordance with customary
financial
practice, in pricing new issues of corporate debt securities of
comparable
maturity to the remaining term of the Series 2008B Notes.
"Comparable Treasury Price" means, with respect to any Redemption
Date,
(i) the average of the Reference Treasury Dealer Quotations for
such Redemption
Date, after excluding the highest and lowest such Reference
Treasury Dealer
Quotations, or (ii) if the Company obtains fewer than four such
Reference
Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means an independent investment
banking
institution of national standing appointed by the Company.
"Interest Payment Dates" means June 1 and December 1 of each
year,
commencing December 1, 2008.
2
<PAGE>
"Original Issue Date" means June 5, 2008.
"Reference Treasury Dealer" means a primary United States
Government
securities dealer in New York City appointed by the Company.
"Reference Treasury Dealer Quotation" means, with respect to a
Reference Treasury Dealer and any Redemption Date, the average, as
determined by
the Company, of the bid and asked prices for the Comparable
Treasury Issue
(expressed in each case as a percentage of its principal amount and
quoted in
writing to the Company by such Reference Treasury Dealer at 5:00
p.m. on the
third Business Day in New York City preceding such Redemption
Date).
"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 (whether or not a Business Day).
"Stated Maturity" means June 1, 2018.
"Treasury Yield" means, with respect to any Redemption Date, the
rate
per annum equal to the semiannual equivalent yield to maturity of
the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as
a percentage of its principal amount) equal to the Comparable
Treasury Price for
such Redemption Date.
SECTION 103. Payment of Principal and Interest. The principal of
the
Series 2008B Notes shall be due at Stated Maturity (unless earlier
redeemed).
The unpaid principal amount of the Series 2008B Notes shall bear
interest at the
rate of 5.40% per annum until paid or duly provided for. Interest
shall be paid
semiannually in arrears on each Interest Payment Date to the Person
in whose
name the Series 2008B Notes are registered on the Regular Record
Date for such
Interest Payment Date, provided that interest payable at the Stated
Maturity of
principal or on a Redemption Date as provided herein will be paid
to the Person
to whom principal is payable. Any such interest that is not so
punctually paid
or duly provided for will forthwith cease to be payable to the
Holders on such
Regular Record Date and may either be paid to the Person or Persons
in whose
name the Series 2008B 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
2008B 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 2008B Notes shall
be listed,
and upon such notice as may be required by any such exchange, all
as more fully
provided in the Original Indenture.
Payments of interest on the Series 2008B Notes will include
interest
accrued to but excluding the respective Interest Payment Dates.
Interest
payments for the Series 2008B Notes shall be computed and paid on
the basis of a
360-day year of twelve 30-day months. In the event that any date on
which
interest is payable on the Series 2008B Notes is not a Business
Day, then
payment of the interest payable on such date will be made on the
next succeeding
day that is a Business Day (and without any interest or other
payment in respect
of any such delay), with the same force and effect as if made on
the date the
payment was originally payable.
3
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Payment of the principal and interest due at the Stated Maturity
or
earlier redemption of the Series 2008B Notes shall be made upon
surrender of the
Series 2008B Notes at the Corporate Trust Office of the Trustee.
The principal
of and interest on the Series 2008B 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 or other electronic transfer at
such place and
to such account at a banking institution in the United States as
may be
designated in writing to the Trustee at least sixteen (16) days
prior to the
date for payment by the Person entitled thereto.
SECTION 104. Denominations. The Series 2008B Notes may be issued
in
denominations of $1,000, or any integral multiple thereof.
SECTION 105. Global Securities. The Series 2008B 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 2008B Notes
represented
by one or more Global Securities will not be exchangeable for, and
will not
otherwise be issuable as, Series 2008B 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 2008B 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.
Subject to the procedures of the Depositary, a Global Security
shall be
exchangeable for Series 2008B 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 Defau
