Equity Contribution Agreement Supplement for Orlando Project – Southern Power Company, The Southern Company, and Citibank, N.A.

Summary

This agreement supplement, dated April 22, 2002, involves Southern Power Company, The Southern Company, and Citibank, N.A. as agent. It adds the Orlando Project—a 633 MW gas-fired power plant in Florida—to the existing Equity Contribution Agreement. Southern Company confirms its obligations and warranties now extend to this new project. The supplement also updates the project budget and affirms that all other terms of the original agreement remain in effect. The agreement is governed by New York law.

EX-10.3(B) 14 ex10-3b.txt Exhibit 10.3(b) Equity Contribution Agreement Supplement Citibank, N.A., as Agent under the Credit Agreement referred to below 2 Penns Way, Suite 200 New Castle, DE 19720 Attention: Dave Graber April 22, 2002 Ladies and Gentlemen: Reference is made to (a) the Credit Agreement, dated as of November 15, 2001 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement") by and among Southern Power Company (the "Borrower"), the Lenders and the Co-Arrangers party thereto, Citibank, N.A., as administrative agent for the Lenders (the "Agent"), and Salomon Smith Barney Inc., as lead arranger and syndication agent; and (b) the Equity Contribution Agreement, dated as of November 15, 2001 (as amended, restated, supplemented or otherwise modified from time to time, the "Equity Contribution Agreement") between The Southern Company ("Southern"), the Borrower and the Agent. Terms defined in the Equity Contribution Agreement, including by reference to the Credit Agreement, are used herein with the same meaning. Each of the Borrower and Southern hereby agrees in favor of the Agent that, with effect on and from the date hereof, the following Subsequent Project shall be a "Project" for all purposes under the Equity Contribution Agreement: Southern Company - Florida LLC's undivided sixty-five percent ownership interest in that certain nominal six hundred thirty-three (633) megawatt gas-fired combined cycle electric generation plant and related facilities to be constructed by Southern Company Services, Inc. at the Curtis H. Stanton Energy Center power plant site located in Orange County, Florida (the "Orlando Project"), and Schedule 1 to the Equity Contribution Agreement shall be supplemented with the Orlando Project. Southern hereby confirms, in favor of each of the Borrower and the Agent that its obligations under the Equity Contribution Agreement shall, on and from the date hereof, extend in all respects, in accordance with the terms thereof, to the Project set forth in Schedule 1 hereto. Southern hereby confirms that each of the representations and warranties set forth in Section 2 of the Equity Contribution Agreement are true and correct in all material respects as of the date hereof and, if different from the date hereof, as of the date of the first Utilization with respect to the Project set forth in Schedule 1 hereto, before and after giving effect to such Utilization and to the application of the proceeds therefrom (or, if such Utilization is a CP Commitment Reservation, after giving effect to the application of the proceeds of the Commercial Paper for which such CP Commitment Reservation was requested), as though made on and as of such date (and each of the giving of this Equity Contribution Agreement Supplement and the acceptance by the Borrower of such proceeds shall constitute a representation and warranty made herein, with respect to Section 2 of the Equity Contribution Agreement, by Southern to such effect). Except as expressly amended hereby, all of the provisions of the Equity Contribution Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. This Equity Contribution Agreement Supplement shall be construed as supplementing and forming part of the Equity Contribution Agreement and shall be read accordingly. This Equity Contribution Agreement Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of this Equity Contribution Agreement Supplement by telecopier shall be effective as delivery of an original executed counterpart of this Equity Contribution Agreement Supplement. This Equity Contribution Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York. THE SOUTHERN COMPANY By: _________________________________________ Name: Gale E. Klappa Title: Executive Vice President, Chief Financial Officer and Treasurer SOUTHERN POWER COMPANY By: _________________________________________ Name: Allen L. Leverett Title: Treasurer Accepted by: CITIBANK, N.A., as Agent By: --------------------------------- Name: Title: SCHEDULE 1 SUBSEQUENT PROJECT AND INITIAL PROJECT BUDGET Orlando Project ORLANDO PROJECT BUDGET ------------------------------------------------------------------- Budget Description Budget Amount Orlando ------------------------------------------------------------------- General Construction 56,260,000 Engineering and Project Management 6,800,000 Construction Management 4,900,000 Owner Purchased Equipment - 112,955,000 CTG's, HRSG's, STG's Owner Purchased Balance of Plant 27,600,000 GSU Supply & Installation 6,785,000 Directs Subtotal $215,300,000 Insurance 880,000 Legal and Professional Fee's 2,155,818 Sales Tax 200,000 Property Tax 0 Electrical Interconnection 0 Gas Interconnection 0 Start-up and Commissioning including 10,085,812 spares Contingency 2,884,308 Interest During Construction 20,061,784 Financing Costs 0 Site & Owners Cost (Land Purchase, etc) 650,000 Waste Water Treatment Plant 9,748,000 Other Project Costs Subtotal 46,665,722 Project Total for all Co-Owners 261,965,722 Southern Company-Florida LLC's 65% Share 170,277,719 of Project Costs Project Limit for Orlando Project 102,166,631 ===================================================================