Exhibit 1.1
$250,000,000 Series Z 5.25% Senior Notes
due December 15, 2015
GEORGIA POWER COMPANY
UNDERWRITING AGREEMENT
November 30, 2005
Banc of America Securities LLC
214 N. Tryon Street
Charlotte, North Carolina 28255
J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017
As Representatives of the Several Underwriters
Ladies and Gentlemen:
Georgia Power Company, a Georgia corporation (the "Company"),
confirms its agreement (the "Agreement")
with you and each of the other
Underwriters named in Schedule I hereto
(collectively, the "Underwriters", which
term shall also include any underwriter
substituted as hereinafter provided in
Section 10 hereof) for whom you are acting
as representatives (in such capacity
you shall hereinafter be referred to as the
"Representatives"), with respect to
the sale by the Company and the purchase by
the Underwriters, acting severally
and not jointly, of $250,000,000 aggregate
principal amount of the Series Z
5.25% Senior Notes due December 15, 2015
(the "Senior Notes") as set forth in
Schedule I hereto.
The Company understands that the Underwriters propose to make
a public offering of the Senior Notes as
soon as the Representatives deem
advisable after this Agreement has been
executed and delivered. The Senior Notes
will be issued pursuant to an indenture,
dated as of January 1, 1998 (the "Base
Indenture"), by and between the Company and
JPMorgan Chase Bank, N.A. (formerly
known as The Chase Manhattan Bank), as
trustee (the "Trustee"), as heretofore
supplemented and amended and as to be
further supplemented and amended by a
twenty-sixth supplemental indenture, dated
as of December 6, 2005, 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.
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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.
333-121202,
333-121202-01,
333-121202-02,
333-121202-03 and 333-121202-04), 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,
as amended, 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 included in such
registration
statement,
as amended, 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 amended,
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, as
amended,
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(e) 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
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material
respects with the
applicable
provisions of the 1934
Act and the
rules and
regulations of the Commission thereunder, and as of such time of
filing,
when read together
with the Prospectus, none of such documents
contained
an untrue statement of a material fact or omitted to state a
material
fact required to be stated therein or necessary to make the
statements
therein, in the light of the circumstances under which they
were
made, not
misleading; and any
further documents so
filed and incorporated
by reference in the Prospectus or any further amendment or supplement
thereto, when
such documents are filed with the Commission, will comply in
all material
respects with the
applicable
provisions of the 1934
Act and
the rules and
regulations
of the Commission thereunder and, when read
together
with
the Prospectus as it otherwise may be amended or
supplemented,
will not contain an
untrue statement of a
material fact or
omit to state a
material fact required to be stated therein or necessary to
make the
statements therein, in
the light of the circumstances under which
they were made,
not misleading,
except that the
Company makes no warranty
or representation to the Underwriters with respect
to: (A) any statements
or omissions made in reliance upon and in conformity with information
furnished
in writing to the Company by the Underwriters through the
Representatives
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 Z 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 (as
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 date of 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 not
misleading in the case of the Registration
Statement and
any amendment thereto, and, in the light of the circumstances
under
which they were made, not misleading in the case of the Final
Supplemented
Prospectus
and any Prospectus as further amended or
supplemented;
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)
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 through the
Representatives
expressly for use therein; or (C) any information set forth
in the Final
Supplemented
Prospectus under the caption "Description of the
Series Z Senior
Notes -- Book-Entry
Only Issuance -- The Depository Trust
Company".
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(d) With respect to the
Registration Statement, the conditions for use of
Form S-3,
as set forth in the General Instructions thereof, have been
satisfied.
(e) Since the respective dates
as of which information is given in the
Registration Statement and the Final Supplemented Prospectus,
except as
otherwise
stated therein, there has been no material adverse change in
the
business, properties or financial condition of the Company.
(f) The Company is a corporation
duly organized and existing under the laws
of the
State of Georgia and has due corporate authority to carry on
the
public
utility business in which it is engaged and to own and operate
the
properties used by it in such business, to enter into and
perform
its
obligations under this Agreement and the Indenture and to issue
and
sell the
Senior Notes to the Underwriters.
(g) This Agreement has been duly
authorized, executed and delivered by the
Company.
(h) The Indenture has been duly authorized by the Company and, on
the Closing
Date (as
hereinafter defined),
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 execution, delivery and performance by the Company of this
Agreement,
the Indenture
and the Senior Notes and the consummation by the Company of
the transactions contemplated herein and therein and
compliance
by the
Company with its
obligations hereunder
and thereunder shall have been duly
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authorized by
all necessary corporate action on the part of the Company and
do not and will
not result in any violation of the charter or bylaws of the
Company,
and do not and will
not conflict with,
or result in a breach
of
any of the terms
or provisions of, or constitute a default under, or result
in the creation
or imposition of any lien, charge or encumbrance upon any
property
or assets of the Company under (A) any contract, indenture,
mortgage,
loan agreement,
note, lease or other
agreement or instrument to
which the
Company is a party or by which it may be bound or to which any
of
its properties
may be subject (except
for conflicts,
breaches or defaults
which would not,
individually or in the aggregate, be materially adverse to
the Company or
materially adverse to the transactions contemplated by this
Agreement), or
(B) any existing applicable law, rule, regulation, judgment,
order or decree
of any government,
governmental
instrumentality or court,
domestic or
foreign, or any
regulatory body or
administrative
agency or
other
governmental body having jurisdiction over the Company, or any of
its
properties.
(k) 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; (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.
(l) The financial statements incorporated by reference in the Registration
Statement and
the Final Supplemented Prospectus, together with the related
schedules
and notes, present fairly, in all material respects, the
financial
position, results of
operations and cash flows of the Company as
of and for
the dates indicated; said financial statements have been
prepared in
conformity with accounting principles generally accepted in the
United
States ("GAAP") applied on a consistent basis (except that the
unaudited
financial
statements
may be subject to normal year-end
adjustments)
throughout
the periods involved and necessarily include
amounts that are
based on the best
estimates and judgments of management.
The selected
financial data and the summary financial information included
in the Final
Supplemented
Prospectus present
fairly the information shown
therein
and have been compiled on a basis consistent with that of the
audited and
unaudited financial statements incorporated by reference in the
Registration
Statement.
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
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Company agrees to sell to each Underwriter, severally and not
jointly,
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 99.132% of the principal amount
thereof.
(b) Payment of the purchase price and delivery of certificates
for the Senior Notes shall be made at the offices of Troutman
Sanders
LLP, 405 Lexington Avenue, New York, New York 10174 at 10:00 A.M.,
New
York time, on December 6, 2005 (unless postponed in accordance with
the
provisions of Section 10) or such other time, place or date as
shall be
agreed upon by the Representatives and the Company (such time and
date
of payment and
delivery being herein called the "Closing Date").
Payment shall be made to the Company by wire transfer in federal
funds
at the Closing Date against delivery of the certificates for
Senior
Notes to the Representatives. It is understood that each
Underwriter
has authorized the Representatives, for each Underwriter's account,
to
accept delivery of, receipt for and make payment of the
principal
amount of the Senior Notes which each Underwriter has agreed to
purchase. The Representatives, individually and not as
representatives
of the Underwriters, may (but shall not be obligated to) make
payment
of the principal amount of the Senior Notes to be purchased by
any
Underwriter whose payment has not been received by the Closing
Date,
but such payment shall not relieve such Underwriter from its
obligations hereunder.
The delivery of the Senior Notes shall be made in fully
registered form, registered in the name of
CEDE & CO., to the offices of The
Depository Trust Company in New York, New
York or its designee, and the
Underwriters shall accept such
delivery.
The certificate(s) for the Senior Notes will be made available
for examination by the Representatives not
later than 12:00 Noon, New York time,
on the last business day prior to the
Closing Date.
SECTION 3. COVENANTS OF THE COMPANY. The
Company covenants with the
Underwriters as follows:
(a) The Company, on or prior to the Closing Date, will deliver to the
Underwriters
conformed copies of
the Registration
Statement as originally
filed
and of all amendments thereto, heretofore or hereafter made,
including any
post-effective amendment (in each case including all exhibits
filed
therewith,
and including unsigned copies of each consent and
certificate
included therein or filed as an exhibit thereto, except
exhibits
incorporated by reference, unless specifically requested). As
soon
as the
Company is advised thereof, it will advise the Representatives
orally of the
issuance of any stop order under the 1933 Act with respect to
the Registration
Statement, or the institution of any proceedings therefor,
of which the
Company shall have received notice, and will use its best
efforts to
prevent the
issuance of any such stop order and to
secure the
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prompt
removal thereof, if issued. The Company will deliver to the
Representatives
sufficient conformed
copies of the Registration Statement,
the Prospectus
and the Final Supplemented Prospectus and of all supplements
and amendments
thereto (in each case
without exhibits) for distribution to
the Underwriters and, from time to time, as many
copies of the Prospectus
and the Final
Supplemented
Prospectus as the
Underwriters may
reasonably
request for the
purposes contemplated by the 1933 Act or the 1934 Act.
(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 in order to make the
Final
Supplemented
Prospectus
not misleading in the light of the
circumstances
when it is delivered,
or if for any other reason it shall be
necessary during
such period to amend or supplement the Final Supplemented
Prospectus
or to file
under the 1934 Act any document incorporated by
reference
in the Preliminary Prospectus or the Prospectus in order to
comply with the
1933 Act or the 1934 Act, the Company forthwith will (i)
notify the
Underwriters to suspend solicitation of purchases of the
Senior
Notes and (ii)
at its expense, make
any such filing or prepare and furnish
to the
Underwriters
a reasonable number of copies of a supplement or
supplements
or an amendment or amendments to the Final Supplemented
Prospectus which
will supplement or amend the Final Supplemented Prospectus
so that,
as supplemented or amended, it will not contain any untrue
statement of a
material fact or omit to state any material fact necessary
in order to make
the statements
therein, in the light of the circumstances
when the Final
Supplemented
Prospectus
is delivered,
not misleading or
which will
effect any other necessary compliance. In case any Underwriter
is required to deliver a prospectus in connection with the sale of any
Senior Notes
after the expiration of the period specified in the preceding
sentence,
the Company, upon the
request of such Underwriter, will furnish
to such
Underwriter,
at the expense of such Underwriter, a reasonable
quantity
of a supplemented or amended prospectus, or supplements or
amendments to
the Final Supplemented
Prospectus,
complying with Section
10(a) of the
1933 Act. During the
period specified in
the second sentence
of this
subsection, the
Company will continue to prepare and file with the
Commission on a
timely basis all documents or amendments required under the
1934 Act and the
rules and regulations thereunder; provided, that the
Company shall
not file such documents or amendments without -------- also
furnishing
copies thereof prior to such filing to the Representatives and
Dewey Ballantine
LLP.
(c) The Company will endeavor, in
cooperation with the Underwriters, to
qualify the
Senior Notes for offering and sale under the applicable
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securities laws
of such states and the other jurisdictions of the
United States as
the Representatives may designate; provided, however,
that the Company
shall not be obligated to qualify as a foreign
corporation in
any jurisdiction in which it is not so qualified or to
file a consent
to service of process or to file annual reports or to
comply with any
other requirements in connection with such
qualification
deemed by the Company to be unduly burdensome.
(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) 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, the
Company will
file the Final Supplemented Prospectus with the Commission
and will advise
the Representatives of such filing and will confirm
such advice in
writing.
(f) During a period of 15 days from
the date of this Agreement, the Company
will not,
without the Representatives' 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 Notes or any
debt securities
substantially similar to the Senior Notes (except for
the Senior Notes
issued pursuant to this Agreement). The
Representatives
agree that commercial paper or other debt securities
with scheduled
maturities of less than one year are not subject to this
Section
3(f).
SECTION 4. PAYMENT OF EXPENSES. The
Company will pay all expenses incidental to
the performance of its obligations under this Agreement, including
but
not limited to, the expenses of (i) the printing and filing of
the
Registration Statement as originally filed and of each
amendment
thereto, (ii) the preparation, issuance and delivery of the
certificate(s) for the Senior Notes, (iii) the fees and
disbursements
of the Company's counsel and accountants, (iv) the qualification of
the
Senior Notes under securities laws in accordance with the
provisions of
Section 3(c) hereof, including filing fees and the reasonable fees
and
disbursements of counsel for the Underwriters in connection
therewith
and in connection with the preparation of any blue sky survey
(such
fees and disbursements of counsel shall not exceed $3,500), (v)
the
printing and delivery to the Underwriters of copies of the
Registration
Statement as originally filed and of each amendment thereto and of
the
Prospectus, the Final Supplemented Prospectus and any amendments
or
supplements thereto, (vi) the printing and delivery to the
Underwriters
of copies of any blue sky survey, (vii) the fee of the National
Association of Securities Dealers, Inc. in connection with its
review
of the offering contemplated by this Agreement, if applicable,
(viii)
the fees and expenses of the Trustee, including the fees and
disbursements of counsel for the Trustee in connection with the
Indenture and the Senior Notes, (ix) any fees payable in
connection
with the rating of the Senior Notes, (x) the cost and charges of
any
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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.
SECTION 5. CONDITIONS OF UNDERWRITERS'
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.
(b) Any required orders of the Georgia Commission and the
Commission
permitting the transactions contemplated
hereby substantially in accordance with
the terms and conditions hereof shall be in
full force and effect and shall
contain no provision unacceptable to the
Underwriters or the Company (but all
provisions of such order or orders
heretofore entered, copies of which have
heretofore been delivered to the
Representatives, are deemed acceptable to the
Underwriters and the Company and all
provisions of such order or orders
hereafter entered shall be deemed
acceptable to the Underwriters and the Company
unless within 24 hours after receiving a
copy of any such order any party to
this Agreement shall give notice to the
other parties to the effect that such
order contains an unacceptable
provision).
(c) On the Closing Date, the Representatives shall have
received:
(1) The opinion, dated the Closing Date, of
Troutman Sanders LLP, counsel for
the Company, substantially in the form
attached hereto as Schedule II.
(2) The opinion, dated the Closing Date, of
Cravath, Swaine & Moore LLP, counsel
to the Trustee, substantially in the form
attached hereto as Schedule III.
(3) The opinion, dated the Closing Date, of
Dewey Ballantine LLP, counsel for
the Underwriters, substantially in the form
attached hereto as Schedule IV.
(d) At the Closing Date, there shall not have been, since the
date
hereof or since the respective dates as of
which information is given in the
Registration Statement and the Final
Supplemented Prospectus, any material
adverse change in the business, properties
or financial condition of the
Company, whether or not arising in the
ordinary course of business, and the
Representatives shall have received a
certificate of the President or any Vice
President of the Company, and dated as of
the Closing Date, to the effect that
(i) there has been no such material adverse
change, (ii) the representations and
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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.
(e) On the Closing Date, the Representatives shall have received
from
Deloitte & Touche LLP a letter dated
the Closing Date to the effect that: (A)
they are an independent registered public
accounting firm 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 Final
Supplemented Prospectus comply as to form
in all material respects with the
applicable accounting requirements of the 1934
Act and the rules and regulations under the
1934 Act; and (C) on the basis of
certain limited procedures performed
through a specified date not more than five
business days prior to the date of such
letter, namely (i) reading the minute
books of the Company; (ii) performing the
procedures specified by the standards
of the Public Company Accounting Oversight
Board (United States) ("PCAOB") for a
review of interim financial statement
information as described in PCAOB Interim
Standard AU 722, "Interim Financial
Information", on the unaudited financial
statements, if any, of the Company
incorporated by reference in the Final
Supplemented Prospectus and on the latest
available unaudited financial
statements of the Company, if any, for any
calendar quarter subsequent to the
date of those incorporated by reference in
the Final Supplemented Prospectus;
and (iii) making inquiries of certain o
