reyes_correspondence

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Wednesday, December 02, 2009 9:23 AMTo: Whitcombe, NicholasSubject: 90 Day Update

Nick,

I am getting going on our next 90 day update. Can you provide me the official due date? Also, who do I need to be sending those tonow? Previously I had been sending them to Corrigan, etc. and I think I sent the last one to you guys as well as Corrigan. Should I justdo that again?

Thanks,

Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol(southemco.com404.506.0776

1

Reyes, Christopher

From: [email protected] on behalf of Long, Earl C. [[email protected]]Sent: Friday, October 02, 2009 9:40 AMTo: Whitcombe, NicholasSubject: Accepted: GPC Term Sheet Meeting

1

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Friday, December 18, 2009 9:12 AMTo: Whitcombe, Nicholas; Frantz, DavidCc: Womack, Christopher C.Subject: Contact for Steve Spinner

Steve Spinner should contact Chris Womack - Executive Vice President of External Affairs of Southern Company regarding anannouncement of the loan guarantees. Chris's contact information is:

Work 404-506-0208Mobil BEmail - ccwomack(,southemco.com

Please send to me the draft press release for our comments when available.

Thanks,

Earl C. LongAsst. TreasurerSouthern Company30 Ivan Allen Jr. BoulevardBin 1407Atlanta, GA 30308404-506-0783 ph404-506-0717 fax

1

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Monday, November 23, 2009 1:31 PMTo: Frantz, DavidCc: Whitcombe, NicholasSubject: Davis Bacon

Just as follow-up - I talked to Nick today abo

t to make sure we are all on the same page,.I and

Sincerely,


1.

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Friday, October 23, 2009 9:35 AMTo: Whitcombe, NicholasCc: [email protected]; Koontz, Eric A. (TS); Nichols, Steven T.; John Lamberski

([email protected])Subject: EPC contract

Chadbourne as part of their due diligence has asked for the EPC contract. We can't just hand over but we will make it available fortheir review in the Troutman Sanders offices in New York. Of course we will also need them to sign a confidentiality agreement priorto their review. I or Steven will send you the confidentiality agreement for their signature soon. - Thanks -


1

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Thursday, October 15, 2009 10:01 AMTo: Whitcombe, NicholasSubject: FFB Docs

Nick,

Left you a voicemail on this subject but wanted to hit you up via email as well in case you're away from your desk for a while. At ourmeeting on Friday, Ken said he would follow up with some FFB documents for us. I wanted to follow up there as those are becomingof particular interest down here, particularly as they relate to prepayment options and how the rate on our draws will be set. Hopeyou're doing well.

Thanks,

Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol(@southemco.com404.506.0776

1

7Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Friday, January 22, 2010 4:42 PMTo: Frantz, DavidCc: Whitcombe, Nicholas; Nichols, Steven T.Subject: FW: Credit Subsidy Cost Estimates

Please let me know if we can discuss.

Sincerely,Earl Long

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Wednesday, January 20, 2010 12:59 PMTo: Long, Earl C.Cc: Frantz, David; Nichols, Steven T.Subject: RE: Credit Subsidy Cost Estimates

Earl,

Nick

----- Original Message-----From: Long, Earl C. [mailto:[email protected]]Sent: Wednesday, January 20, 2010 11:02 AMTo: Whitcombe, NicholasCc: Frantz, David; Nichols, Steven T.Subject: FW: Credit Subsidy Cost Estimates

1

Earl

----- Original Message-----From: Vawter, Linda [mailto:[email protected]]Sent: Friday, January 15, 2010 2:54 PMTo: Long, Earl C.Cc: Frantz, David; Cestari, KennethSubject: Credit Subsidy Cost Estimates

Linda D. VawterSenior Administrative AssistantU.S. Department of EnergyLoan Guarantee Program Office1000 Independence AvenueWashington, DC 20585TEL: (202)586-0093FAX: (202)586-4052

2

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Monday, October 12, 2009 2:20 PMTo: Whitcombe, NicholasSubject: FW: Data Request Form for Title XVII Emission Verification

Nick, FYI.

Steven NicholsSouthern CompanyFinancial Analyststnichol(lsouthemco.com404.506.0776

----- Original Message-----From: Moorer, Tom C.Sent: Friday, October 09, 2009 5:56 PMTo: Widner, W. CofieldCc: Nichols, Steven T.Subject: RE: Data Request Form for Title XVII Emission Verification

Cofield:

I spoke with Edward Rios at DOE this week and also had our technical staff and lawyer look at the request for emission data. Allconclude that the forms provided are for generation units using fossil fuels and do not apply to nuclear facilities. As such, we reallyare not subject to this process. However, to be open and transparent with DOE, we will be providing a copy of our air permitapplication submitted to Georgia EPD for the Vogtle Emergency Diesels and other emission sources for his review. This documentincludes modeling data for emissions and data on each emission source (i.e., size, fuel, emission rates, etc). This should provide all heneeds to close this item. He was very receptive to this approach.

Please let me know if you have questions or concerns with this approach.

TCM

Thomas C. MoorerManager - Environmental Affairs, Chemistry and Radiological Services(205) 992-5807 (office)

(205) 992-5629 (FAX)----- Original Message-----From: Widner, W. CofieldSent: Monday, October 05, 2009 5:17 PMTo: Moorer, Tom C.Subject: FW: Data Request Form for Title XVII Emission Verification

Tom, I confirmed with DOE that you should please contact Edward Rios directly at 202-287-5407.

----- Original Message-----From: Nichols, Steven T.Sent: Thursday, September 24, 2009 2:19 PMTo: Widner, W. CofieldSubject: RE: Data Request Form for Title XVII Emission Verification

I

10Hey bud, talked to Edward Rios, DOE's environmental guy who is more the expert on this sheet. He said they need all of the

information, except for section 5, the biomass addendum. I did verify however, that the Title XVII requirements would not apply to

us, since we are not a fuel combusting plant. That was my main concern, because title XVII requires 90 percent mercury removal, and

I don't want to have to remove mercury on whatever tiny bit of fuel oil, etc. we bur from time to time.

Let me know if you have any questions, but we need it by the 9th.

Steven

----- Original Message-----From: Nichols, Steven T.Sent: Thursday, September 24, 2009 11:18 AMTo: Widner, W. CofieldSubject: FW: Data Request Form for Title XVII Emission Verification

This is the life cycle emissions data worksheet we discussed.

I am going to talk to Nick about whether or not this is applicable for us, since I believe these emissions requirements only apply toprojects burning a combustible fuel. Will follow up as soon as I know more, but wanted to get the sheet to you asap.

Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol(isouthernco.com404.506.0776

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Thursday, September 24, 2009 10:43 AMTo: Nichols, Steven T.Cc: Rios, EdwardSubject: Data Request Form for Title XVII Emission Verification

Steven,

Please see the attached Lifecycle Emissions Analysis form for Vogtle 3 &4. We ask you to complete this form and return it to us no later thanOctober 9, 2009.

If you have any questions, feel free to call.

Nicholas P. WhitcombeU.S. Department of EnergyLoan Guarantee Program OfficeOffice: (202) 287-5406Cell: (917) 903-0290

2

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Monday, September 21, 2009 9:16 AMTo: Whitcombe, NicholasCc: Widner, W. CofieldSubject: FW: DOE meeting

Nick, see below, Looks like we really need an answer on who the DOE attendees are for Wednesday. Can you tell me if anyonebesides you is a definite at this point?

Thanks,

Steven

Steven Nichols

Southern Company

Financial Analyst

stnichol(asouthemco.com

404.506.0776

From: Widner, W. CofieldSent: Monday, September 21, 2009 8:17 AMTo: Nichols, Steven T.Subject: RE: DOE meeting

Need the DOE names ASAP

1

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Friday, February 26, 2010 9:31 AMTo: Whitcombe, NicholasCc: Nichols, Steven T.Subject: FW: GPC EPC

The bold portion below reflects the "new" disclosure related to the EPC contract.

Good luck and good talking to you.

In April 2008, the Company, acting for itself and as agent for the Owners, and a consortium consisting of Westinghouse ElectricCompany LLC (Westinghouse) and Stone & Webster, Inc. (collectively, Consortium) entered into an engineering, procurement, andconstruction agreement to design, engineer, procure, construct, and test two AP1000 nuclear units with electric generating capacity ofapproximately 1,100 megawatts each and related facilities, structures, and improvements at Plant Vogtle (Vogtle 3 and 4 Agreement).The Vogtle 3 and 4 Agreement is an arrangement whereby the Consortium supplies and constructs the entire facility with theexception of certain items provided by the Owners. Under the terms of the Vogtle 3 and 4 Agreement, the Owners agreed to pay apurchase price that will be subject to certain price escalations and adjustments, including certain index-based adjustments, as well asadjustments for change orders, and performance bonuses for early completion and unit performance. Each Owner is severally (and notjointly) liable for its proportionate share, based on its ownership interest, of all amounts owed to the Consortium under the Vogtle 3and 4 Agreement. The Company's proportionate share is 45.7%.On February 23, 2010, the Company, acting for itself and as agent for the Owners, and the Consortium entered into an amendment tothe Vogtle 3 and 4 Agreement. The amendment, which is subject to the approval of the Georgia PSC, replaces certain of the index-based adjustments to the purchase price with fixed escalation amounts.

Earl

1

/3

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Thursday, September 10, 2009 3:33 PMTo: Whitcombe, NicholasCc: Nichols, Steven T.Subject: FW: Legal representation

I don't think we should have tomorrow's meeting until David Franz and I have had a chance to discuss my below e-mail. I have calledhim and left a message but have not heard form him. Can we delay the meeting tomorrow until Dave and I have had a chance todiscuss?

Earl Long /404-506-0783

From: Long, Earl C.Sent: Thursday, September 10, 2009 11:38 AMTo: [email protected]: Legal representation

We are very interested in working with you and appreciate all the cooperation your team has provided but this issue needs to be iferreted out prior to moving forward with negotiation of the term sheet. I will call you later today or you can call me at 404-506-0783and I will make myself available.

Sincerely,


1.

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Wednesday, September 16, 2009 11:09 AMTo: Whitcombe, Nicholas; Bennett, KimberlySubject: FW: Letter

FYI. The person originally scheduled to sign this letter did not have the approval limit authority to sign the letter, so it had to gosomewhere else to be signed. In the delay we missed our FedEx pickup, so it had to go out this morning.

Steven Nichols

Southern Company

Financial Analyst

stnichol(a)southemco.com

404.506.0776

From: Ervin, Elizabeth AnnSent: Wednesday, September 16, 2009 10:11 AMTo: Nichols, Steven T.Subject: RE: Letter

It did not go out last night. It will go out today.

Elizabeth ErvinGeorgia Power Nuclear Developmentoffice: 404-506-3099

ema : aervin souemco.comi

From: Nichols, Steven T.Sent: Wednesday, September 16, 2009 10:09 AMTo: Ervin, Elizabeth AnnSubject: RE: Letter

1

Hey do you know if this got out last night?

From: Ervin, Elizabeth AnnSent: Tuesday, September 15, 2009 5:25 PMTo: Buie, Gloria H.; Widner, W. CofieldCc: Nichols, Steven T.Subject: Re: Letter

Please send by fedex tomorrowElizabeth ErvinGeorgia Power Nuclear Developmenteaervin(rsoutherco.comOffice: 404-506-3099Cell:

From: Buie, Gloria H.To: Ervin, Elizabeth Ann; Widner, W. CofieldSent: Tue Sep 15 17:20:05 2009Subject: Letter

Fed Ex has already picked up for today. We can send it via email tomorrow morning. Please advise.

Thanks.

Gloria BuieNuclear Development I Southern Nuclear Company40 Inverness Center Parkway, Bin B022 - Birmingham, AL 35242Office: (205) 992-5712 1 Fax: (205) 992-6165ghbuie(asouthemco.com <mailto:ghbuie(@isouthemco.com>

2

I1Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Tuesday, January 05, 2010 4:12 PMTo: Frantz, David; Whitcombe, Nicholas; Corrigan, RichardCc: Nichols, Steven T.Subject: FW: Vogtle 3 and 4 local support

Happy New Year

Excerpt from article below from the local Atlanta paper - The whole article is attached below but I did an excerpt to give you an ideaabout the local support for the plant as reported by the Atlanta Journal Constitution. You might want to share this with some of yourcolleagues. Hope all is well.

such matters don't appear to be a huge concern for many of the people living and working in the area, however. Residents and officialsin surrounding Burke County and in nearby Waynesboro mostly root for the expansion. That wasn't the case in the 1970s, when thefirst two units at Vogtle were proposed. "There was a lot of uncertainty then," said Waynesboro Mayor George DeLoach, 69, who heldthe office from 1980 through 1992 before reclaiming it. "There was a lot of skepticism about nuclear power and concern over thedanger of it." That's changed, he said, because of the safety track record at Vogtle and across the U.S. nuclear industry. There also areeconomic benefits. Vogtle Units 1 and 2 brought in 14,000 construction jobs at the peak, and created 800 permanent jobs. If the twonew units are built, there will be about 3,000 new construction jobs and 800 additional permanent positions, Georgia Power said. Thenumber of construction jobs is down this time because much of the work is being done off-site, with finished materials brought in.Then there are the property tax revenues. Georgia Power said it paid about $12.4 million in 2008 to Burke County, which wasprimarily split by the county and its schools. Oglethorpe Power said it paid $9.6 million in property taxes to Burke County in 2008."It's been quite a salvation for us," said DeLoach. Officials and residents point to a low millage rate and public schools which boastnew facilities and low student-to-teacher ratios, both of which are uncommon for rural districts. Les Peel, business manager for thecounty school system, said of Vogtle, "Initially, we didn't want it. Now it's different. Now, we're partners." Ashley Roberts, executivedirector of the Burke County Chamber of Commerce, said she sees "overwhelming support" from the community for the plannedexpansion, and not just because of jobs and tax revenues. There are also the civic and charitable contributions from Georgia Powerand its employees, who donate time and money, she said. Roberts refuted the suggestion that residents are trading safety for economicgain. "It's not that we're blinded by the economics," she said. "We live here. Our children are here. We wouldn't be supporting this ifwe didn't feel safe and comfortable. It's just not a concern for us because of the record of Plant Vogtle." Annie Laura Stephens, alongtime local resident who opposes expansion, said resistance is less this time. "They [Georgia Power] pay so much tax, and there aresuch good schools, so the locals are not really saying anything," Stephens said. "Back then, they were more against it." Recently, theNRC held a meeting at a local school and invited citizens to ask questions about the expansion. A tiny audience showed up, with mostbeing nuclear or utility industry employees.

http://www.aic.com/business/georgia-power-works-on-264161 .html


1

/7

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Friday, March 12, 2010 3:58 PMTo: Whitcombe, NicholasCc: Corrigan, Richard; Long, Earl C.Subject: GPC 90 Day Update: March 2010Attachments: GPC Voglte Expansion Project - DOE March 12, 2010 Update.doc; GPC Vogtle Expansion

Project - DOE March 12, 2010 Update - Appendix A - Permits and Approvals.pdf; GPC VogtleExpansion Project - DOE March 12, 2010 Update - Appendix B - Unit 3 Critical PathSchedule.pdf; GPC Vogtle Expansion Project - DOE March 12, 2010 Update - Appendix C -Unit 4 Critical Path Schedule.pdf; GPC Vogtle Expansion Project - DOE March 12, 2010Update - Appendix D - GPC 2009 10-K.pdf; GPC Vogtle Expansion Project - DOE March 12,2010 Update - Appendix E - Organizational Chart.ppt

Nick,

Attached please find GPC's latest 90 day update, along with the necessary appendices. The attached documents havealso been submitted via FedConnect.

Hope you're doing well and that you have a great weekend!

Best regards,

Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol(5southernco.com404.506.0776

i

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Thursday, September 17, 2009 4:52 PMTo: Bennett, Kimberly; Whitcombe, NicholasCc: Widner, W. CofieldSubject: Meeting Wednesday 9/23

Kim and Nick,

Can you confirm that DOE and personnel are available to start at the Vogtle site at 8:30 am eastern on Wednesday? We wouldenvision the meeting running until approximately 3:00 pm, with a site tour and lunch included in the middle of the day. Please let usknow if that works for you.

Thanks,

Steven

Steven Nichols

Southern Company

Financial Analyst

stnichol(@southemco.com

404.506.0776

1

I/Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Monday, September 14, 2009 2:24 PMTo: Lloyd, Dale M.; Yelverton, Todd W.Cc: Whitcombe, Nicholas; Long, Earl C.; Widner, W. Cofield; Faulk, Nicole A.; Ervin, Elizabeth

AnnSubject: DOE Vogtle Site Meeting Postponed

All,)(

Due to scheduling difficulties we have had to postpone the Vogtle site meeting with DOE and their independent engineer•- The meeting will now be on Wednesday the 23rd. s expects the meeting will take a full day to discuss the

preliminary agenda below. If you have any questions please let me know.

Steven

1. Introductions2. DOE Summary of Due Diligence Timetable/Expectations (DOE, NickWhitcombe)3. A series of presentations by your project team to cover as muchof the following as practical:

a. Overview of Projectb. Schedule (high level, major milestones)c. License Statusd. Status of Other Required Permitse. Discussion of Electrical Interconnection and Any Other

Offsite Project Scopef. EPC Contract Approach and Work Statusg. Status of Long Lead Equipment/Systems Ordersh. Overview of Key Technical Issues and FOAK Equipment

Risksi. Project Cost and Cost Risk Mitigation Activitiesj. Vogtle 3/4 Internal Project Team and Project Management

Approachk. Approach for Considering China Project Lessons Learned1. Overview of Project Risk Matrix and Overall Risk

Management Approach

4. Overview of Scope of Work and Work Plan (by )5. Discussion of Due Diligence Logistics and Next Steps lI6. Tour of Site

f is also fine with us adding additional items to the agenda, although their list looks fairly comprehensive.

1

-2,o

Steven Nichols

Southern Company

Financial Analyst

stnichol(iWsouthemco.com

404.506.0776

2

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Monday, November 30, 2009 11:16 AMTo: Frantz, DavidCc: Whitcombe, NicholasSubject: Need to talk to Dave

Please call me at 404-506-0783


1

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Tuesday, November 03, 2009 12:12 PMTo: ombe, NicholasSubject: Issues

Nick,

Any thoughts on when we might be able to have a chat on this topic. Talked to my GPC guys about it yesterday and it is more of aconfidentiality issue than redundancy issue, which is a probably the opposite of what I communicated yesterday. Just wanted to giveyou a heads up on that. Let me know when you can talk, would like to start working that out soon.

Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol(asouthemco.com404.506.0776

1

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Friday, November 20, 2009 12:11 PMTo: Whitcombe, NicholasSubject: Out of Office: Schedule I

I will be out of the office on Friday, November 20th. I will have some access to email and will try to respond if urgent, otherwise Iwill respond on Monday the 23rd.

Regards,

Steven Nichols

1.

Reyes, Christopher

From: Long, Earl C. [[email protected]: Friday, October 23, 2009 12:15 PMTo: Whitcombe, NicholasSubject: RE:

Ok but we are flexible - one attorney has a problem Saturday morning but we could fill him in later

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Friday, October 23, 2009 12:12 PMTo: Long, Earl C.Subject: RE:

Earl, my cell is and home is I'll do my best to steer my crew to gather with you Saturday or Sundaymorning. Nick.

----- Original Message----- 1OFrom: Long, Earl C. [mailto:[email protected]]Sent: Friday, October 23, 2009 12:07 PMTo: Whitcombe, NicholasSubject:

this weekend - my cell and home number arelease let me know the way to get in touc with you as well


1

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Wednesday, November 11, 2009 1:46 PMTo: Whitcombe, NicholasCc: Long, Earl C.Subject: RE:

Nick, it looks like the GPC people I need to work with to lock it down are not available until tomorrow. Does this present any issues

for you?


-----Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Wednesday, November 11, 2009 11:28 AMTo: Nichols, Steven T.Cc: Long, Earl C.Subject:

Steven,

Are you prepared to provide Schedule 1 to the term sheet?

Nick

1

2-4Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Thursday, August 27, 2009 12:04 PMTo: Whitcombe, NicholasSubject: RE:

I know who the people will be, but I need to get their bosses to sign off on it. Will get back to you shortly.

Steven NicholsSouthern CompanyFinancial Analyststnichol(,southemco.com404.506.0776

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Thursday, August 27, 2009 12:01 PMTo: Nichols, Steven T.Subject: RE:

Yout bet! I'm assembling a working group list to distribute. If you have a moment, provide key contacts (yourself, others in treasurystaff, engineering, legal etc at Southem/GP). Nick.

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Thursday, August 27, 2009 11:52 AMTo: Whitcombe, NicholasSubject: RE:

Thanks Nick. I look forward to working with you!

Steven NicholsSouthern CompanyFinancial Analyststnichol(csouthemco.com404.506.0776

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Thursday, August 27, 2009 11:49 AMTo: Nichols, Steven T.Subject:

Steven,

My contact details below.

Nick

Nicholas P. Whitcombe

1

2-7U.S. Department of EnergyLoan Guarantee Program OfficeOffice: (202) 287-5406Cell: (917) 903-0290

2

2g

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Thursday, August 27, 2009 11:52 AMTo: Whitcombe, NicholasSubject: RE:




Steven,


Nick


1

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Monday, November 23, 2009 10:13 AMTo: Whitcombe, NicholasSubject: RE:

Are you working this week?

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Thursday, October 22, 2009 11:25 AMTo: Long, Earl C.Subject:

Earl - can you give me a call. Nick


1

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Wednesday, March 10, 2010 11:37 AMTo: Whitcombe, NicholasSubject: RE:

thanks

-----Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Wednesday, March 10, 2010 9:25 AMTo: Long, Earl C.Subject: RE:

Any number of reasons from looking at the EEI presentation, however I can't speak for the FFB:

Nick

-----Original Message-----From: Long, Earl C. [mailto:[email protected]]Sent: Wednesday, March 10, 2010 9:07 AMTo: Whitcombe, NicholasSubject:

If not - I understand. Something we have discussedpreviously.


1

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Wednesday, November 11,2009 3:12 PMTo: Whitcombe, NicholasSubject: Re:

Noted, thanks.

----- Original Message -----From: Whitcombe, Nicholas <[email protected]>To: Nichols, Steven T.Sent: Wed Nov 11 15:11:00 2009Subject: RE:

Probably not. The rub is I need to provide all credit application docs on Friday morning.

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Wednesday, November 11, 2009 1:46 PMTo: Whitcombe, NicholasCc: Long, Earl C.Subject: RE:

Nick, it looks like the GPC people I need to work with to lock it down are not available until tomorrow. Does this present any issuesfor you?

Steven NicholsSouthern CompanyFinancial Analyststnichol(asouthernco.com404.506.0776

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Wednesday, November 11, 2009 11:28 AMTo: Nichols, Steven T.Cc: Long, Earl C.Subject:

Steven,

Are you prepared to provide Schedule 1 to the term sheet?

Nick

1

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Thursday, September 17, 2009 10:51 AMTo:Cc: Whitcombe, Nicholas uSubject: RE:

Great, thanks for the heads up.

Steven Nichols

Southern Company

Financial Analyst

stnichol(,southemco.com

404.506.0776

Sent: Thu rsyeptember 17, 2009 10:42 AMTo: Nichols, Steven T.Cc: LibrarySubject: RE:

Thank you Steven. We actually received it less than an hour ago. It is being reviewed and signed by one of our Principal Officers.

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Thursday, September 17, 2009 10:13 AMTo: Bennett, KimberlySubject: FW:

FYI

1

33

Steven Nichols

Southern Company

Financial Analyst

[email protected]

404.506.0776

From: Ervin, Elizabeth AnnSent: Thursday, September 17, 2009 9:58 AMTo: Nichols, Steven T.Subject: FW:

tracking # for doe letter below (think this is fedex)

9784 6068 4133

Elizabeth ErvinGeorgia Power Nuclear Developmentoffice: 404-506-3099cel lb

email: eaervin(Ssouthernco.com

From: Colbert, ErnestineTo: Buie, Gloria H.Sent: Wed Sep 16 16:33:27 2009Subject:

Gloria, This is the trk.# you requested. (9784 6068 4133) I'll also send the receipt thru interco. mail.

2

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Monday, November 09, 2009 2:37 PMTo: Whitcombe, NicholasCc: Long, Earl C.Subject: RE: Annual Fee

Nick,


----- Original Message----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Monday, November 09, 2009 2:02 PMTo: Nichols, Steven T.Cc: Long, Earl C.Subject: RE: Annual Fee

Steve,

Can you give me some insight on the annual maintenance fee and or agency fee that the commercial banks charge Georgia Power onits credit facilities.

Nick.

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Monday, November 09, 2009 1:28 PMTo: Whitcombe, NicholasCc: Long, Earl C.Subject: RE: Annual Fee all

Nick,

the Maintenance Fee schedule and can understand th

Please let us know if you'd like to discuss.

Steven

1

Steven NicholsSouthern CompanyFinancial [email protected]

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Friday, November 06, 2009 8:01 PMTo: Long, Earl C.; Nichols, Steven T.Subject: Annual Fee

Earl/ Steve, t

See attached. The idea is to

I think this alrly compensates DOE for loan monitoring and reduces your future costs over time.

This is just a concept and not a formal proposal.

Nick

2

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Thursday, September 17, 2009 5:25 PMTo: Whitcombe, NicholasSubject: RE: Bookl.xls A N

I send you an updated schedule tomorrow?

Steven NicholsSouthern CompanyFinancial Analyststnichol(,southerco.com404.506.0776

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Thursday, September 17, 2009 5:22 PMTo: Nichols, Steven T.Subject: Bookl.xls

.<<Bookl.xls>> Steven,

See attached spreadsheet. What would be the date of pre vs post COL.April or July?

Thanks, Nick.

1

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Friday, September 18, 2009 10:32 AMTo: Whitcombe, NicholasSubject: RE: Book1.xls

Nick,

Steven


----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Thursday, September 17, 2009 5:41 PMTo: Nichols, Steven T.Subject: RE: Bookl.xls

Steven,

Nick.

----- Original Message-----From: Whitcombe, NicholasSent: Thursday, September 17, 2009 5:29 PMTo: 'Nichols, Steven T.'Subject: RE: Bookl.xls

Ok. Send it to me and lets talk about the date assumptions vs draw.

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Thursday, September 17, 2009 5:25 PMTo: Whitcombe, NicholasSubject: RE: Bookl.xls

1

Steven Nichols CLSouthern CompanyFinancial Analyststnichol(,southemco.com404.506.0776

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Thursday, September 17, 2009 5:22 PMTo: Nichols, Steven T.Subject: Bookl.xis

<<Bookl.xls>> Steven,


Thanks, Nick.

2

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Thursday, August 27, 2009 11:26 AMTo: Schultz, DouglasCc: Whitcombe, NicholasSubject: RE: Canceled: Bi-weekly -I OE Update Meetings

Yes, David and Dick gave Earl and me the good news this morning! I am free until about 1 today, or until 3:30 tomorrow afternoon.Anything in there work for you two?

I look forward to meeting you Nick.

Steven Nichols /

Southern Company

Financial Analyst

stnichol(aisouthernco.com

404.506.0776

From: Schultz, Douglas [mailto:[email protected]]Sent: Thursday, August 27, 2009 11:23 AMTo: Nichols, Steven T.Cc: Whitcombe, NicholasSubject: RE: Canceled: Bi-weekly f OE Update Meetings

Steven:

As you know by know we are looking to move forward on Vogtle. When you have time I want to have a quick call with you tointroduce Nick Whitcombe to you. He will be the primary point of contact for the team as we move forward. Let me know a time thatworks for you.

Douglas

From: Nichols, Steven T. [mailto:[email protected]<mailto:[email protected]> ]Sent: Thursday, August 27, 2009 10:38 AMTo: Schultz, Do as; Cho, Martin;Cc: Long, Earl C.

1

Subject: Canceled: Bi-weekly OE Update Meetings (Lj 1When: Thursday, August 27, 2009 2:00 PM-2:30 PM (GMT-05:00) EasternTime (US & Canada).Where: Conference Call - MPC to call Martin @ 202-586-8462Importance: High

Everyone has conflicts this week. We'll look to make the next one happen in September.

2

I)Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Tuesday, September 22, 2009 1:34 PMTo: Whitcombe, NicholasSubject: RE: Directions to Plant Vogtle

Ha ha, happy hunting. If you wait until you get to South Carolina you can probably get a sweet camo look going. That will probablyplay very well back in DC...

-----Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Tuesday, September 22, 2009 1:30 PMTo: Nichols, Steven T.Subject: RE: Directions to Plant Vogtle

Thanks. I'll be at kmart hunting down some cheap and ugly rubber boots.

-----Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Tuesday, September 22, 2009 10:56 AMTo: Whitcombe, Nicholas; 'Bennett, Kimberly'Cc: Long, Earl C.; Faulk, Nicole A.; Widner, W. CofieldSubject: FW: Directions to Plant Vogtle

Attached are directions to the Vogtle site for tomorrow's meeting. A few other notes: (L (t )

- Please wear jeans and boots (I actually don't have boots so I'll be insneakers) as the site is muddy due to rain- I have verified with Southern Nuclear personnel that access to the site has not been affected by the flooding- We should have someone available to meet you at the construction entrance gate when you get through security. Just in case though Ihave included directions all the way to the trailer we are meeting in- Nicole Faulk of Southern Nuclear is available to you in case you get lost or have any other difficulties. Her cell phone number is

mand works at the plant site.- As of right now, the meeting is schedule to start at 8:30 eastern. We will be sending an agenda later on today with a finalized starttime.

My cell phone number i~ , please do not hesitate to call if you need anything. Please note that I have never been to thesite, so if you are lost or have difficulty tomorrow morning, you may be better off calling Nicole.

Looking forward to meeting everyone!

Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol (4,southernco.com<mailto:stnichol@(southemco.com>404.506.0776

From: Faulk, Nicole A.Sent: Monday, September 21, 2009 1:42 PMTo: Nichols, Steven T.; Long, Earl C.Subject: Directions to Plant Vogtle

1

-L4

Directions to Plant Vogtle

Nicole FaulkProject Controls and Reporting ManagerSouthern Nuclear Company42 Inverness Center Pkwy, Bin B236Birmingham, AL 35242Office: 205- 992-6210 1 anfaulk(lsouthemco.com<mailto:anfaulk(southemnco.com>

2

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Wednesday, September 09, 2009 11:16 AMTo: Whitcombe, NicholasSubject: RE: Draft sponsor payment letter

Thanks Nick. I think I underestimated the amount of activity the IE would be doing post closing. Appreciate the clarification.


----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Wednesday, September 09, 2009 11:12 AMTo: Nichols, Steven T.Subject: RE: Draft sponsor payment letter

Steven,

Nick.

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Tuesday, September 08, 2009 5:51 PMTo: Whitcombe, NicholasSubject: FW: Draft sponsor payment letter

Nick,

My question that we discussed over the phone is:

This aeement h 3, references post-closin billi

Can you confirm that is how the monitoring process will work? If not please advise as to how it will function.

Thanks!

1

Steven NicholsSteven Nichols

Steven NicholsSouthern CompanyFinancial Analyststnichol(2southemnco.com404.506.0776

----- Original Message-----FromSent: Friday, September 04, 2009 5:34 PMTo: Nichols, Steven T.CcISubject: Draft sponsor payment letter

Steven:

Please find attached a proposed draft of the Sponsor Payment Letter requested by DOE. I have tried to streamline their letter a littlebit while still providing the required elements and including a few other elements that we think are necessary. Please provide anycomments or changes as soon as possible. Once we reach agreement, DOE will review and approve the letter and issue a notice toproceed for us to begin work. I will forward you the referenced rate sheet on Tuesday, I am currently not able to connect to our folderwhere the rate sheet is kept.

Thanks and have a good weekend

2

Reyes, Christopher

From: Long; Earl C. [[email protected]]Sent: Friday, October 23, 2009 9:44 AMTo: Whitcombe, NicholasCc: [email protected]; Koontz, Eric A. (TS); Nichols, Steven T.; John LamberskiSubject: RE: EPC contract

Nick - my mistake - I wrote New York and was thinking Washington.

----- Original Message-----From: John Mercer [mailto:[email protected]]Sent: Friday, October 23, 2009 9:42 AMTo: Long, Earl C.Cc: [email protected]; Koontz, Eric A. (TS); Nichols, Steven T.; John LamberskiSubject: Re: EPC contract

Do they want in NY or DC?

John T. W. MercerMercer Thompson LLC191 Peachtree Street, N.E.Suite 3265Atlanta, Georgia 30303

On Oct 23, 2009, at 9:36 AM, "Long, Earl C." <eclong(southemco.com>wrote:

> Chadbourne as part of their due diligence has asked for the EPC> contract. We can't just hand over but we will make it available for> their review in the Troutman Sanders offices in New York. Of course> we will also need them to sign a confidentiality agreement prior to> their review. I or Steven will send you the confidentiality agreement> for their signature soon. - Thanks -

> Earl C. Long> Asst. Treasurer> Southern Company> 30 Ivan Allen Jr. Boulevard> Bin 1407> Atlanta, GA 30308> 404-506-0783 ph> 404-506-0717 fax

1

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Friday, October 23, 2009 11:03 AMTo: Whitcombe, NicholasSubject: RE: EPC contract

Call me

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Friday, October 23, 2009 10:58 AMTo: Long, Earl C.Cc: [email protected]; Koontz, Eric A. (TS); Nichols, Steven T.; John LamberskiSubject: RE: EPC contract

Even better.

----- Original Message-----From: Long, Earl C. [mailto:[email protected]]Sent: Friday, October 23, 2009 9:44 AMTo: Whitcombe, NicholasCc: [email protected]; Koontz, Eric A. (TS); Nichols, Steven T.; John LamberskiSubject: RE: EPC contract

Nick - my mistake - I wrote New York and was thinking Washington.

----- Original Message-----From: John Mercer [mailto:[email protected]]Sent: Friday, October 23, 2009 9:42 AMTo: Long, Earl C.Cc: [email protected]; Koontz, Eric A. (TS); Nichols, Steven T.; John LamberskiSubject: Re: EPC contract

Do they want in NY or DC?

John T. W. MercerMercer Thompson LLC191 Peachtree Street, N.E.Suite 3265Atlanta, Georgia 30303404 577-4201 Office

On Oct 23, 2009, at 9:36 AM, "Long, Earl C." <eclong(S)southernco.com>wrote:

> Chadboume as part of their due diligence has asked for the EPC> contract. We can't just hand over but we will make it available for> their review in the Troutman Sanders offices in New York. Of course> we will also need them to sign a confidentiality agreement prior to> their review. I or Steven will send you the confidentiality agreement

> for their signature soon. - Thanks -

> Earl C. Long> Asst. Treasurer

1.

> Southern Company> 30 Ivan Allen Jr. Boulevard> Bin 1407> Atlanta, GA 30308> 404-506-0783 ph> 404-506-0717 fax

2

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Friday, October 16, 2009 2:24 PMTo: Cestari, Kenneth; Whitcombe, NicholasCc: [email protected]; Alexander, Todd E.; Fitzgerald, Peter; Alcala, Marissa;

Koontz, Eric A. (TS); Long, Earl C.Subject: RE: Form FFB Documents / Davis Bacon provisions

Ken and Nick,

Thanks, these forms have been quite helpful. They have of course raised a few additional questions though. Can you guys help us outwith the questions below?

1. Are the documents attached negotiable or are they "take it or leave it" forms that we must live with? Or are there certain provisionswhich cannot be changed while others can be more flexible? If so, can you give us an indication of which ones are required?2. Why is section 5.3 in the note purchase agreement? It references commencement of construction by 9/30/2011, which is arequirement under ARRA but not under EPAct, to my knowledge at least. Will that restriction apply to nuclear projects now?3. How does any amortization schedule get worked in to the note agreement? Do we end up with a different note for each maturity, orin other words 46 different notes (semi-annual amortization over 23 years)? I ask because the form only references a single maturity.

Thanks for your help!

Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol(@southerco.com404.506.0776

----- Original Message-----From: Cestari, Kenneth [mailto:[email protected]]Sent: Thursday, October 15, 2009 10:08 AMTo: Nichols, Steven T.Cc: Whitcombe, Nicholas; Cestari, Kenneth; [email protected]; Cestari, Kenneth; Alexander, Todd E.; Fitzgerald,Peter; Alcala, MarissaSubject: Form FFB Documents / Davis Bacon provisions

Steve - Nick forwarded your email to me re FFB Documents. Attached is a form Note Purchase Agreement and Note to be enteredinto by FFB and the Borrower. There are other documents and instruments that will be required but they are ministerial and as a resultI have not included them in this email. Ken

Kenneth C. CestariAttorney AdvisorLoan Guarantee ProgramU.S. Department of EnergyRoom 4B-1221000 Independence Avenue SWWashington, DC 20585Tel.: 202-287-5523Kenneth.Cestari(2hq. doe.gov

1

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Tuesday, October 20, 2009 3:37 PMTo: Whitcombe, NicholasCc: Cestari, KennethSubject: RE: Form FFB Documents / Davis Bacon provisions

Can you guys also help us to understand how floating rate debt works? Are there docs for that? We are a little confused on that point.The docs state that the rate on each piece will be the Treasury rate of matched maturity. Does that exclude floating rate financings? Inorder to get a 3 month Treasury rate, would we have to choose for that piece to mature in 3 months? Is it possible to have a portion ofa piece that matures in 30 years have the rate set quarterly based on 3 month treasury rates?

Thanks again,

Steven


----- Original Message-----From: Cestari, Kenneth [mailto:[email protected]]Sent: Monday, October 19, 2009 6:20 PMTo: Nichols, Steven T.; Whitcombe, NicholasCc: Cestari, KennethSubject: RE: Form FFB Documents / Davis Bacon provisions

Steven - Please see below for my responses to your questions. If you need further clarification, please call. Ken

Kenneth C. CestariAttorney AdvisorLoan Guarantee ProgramU.S. Department of EnergyRoom 4B-1221000 Independence Avenue SWWashington, DC 20585Tel.: 202-287-5523Kenneth.Cestari(i)hq. doe.gov----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Friday, October 16, 2009 2:24 PMTo: Cestari, Kenneth; Whitcombe, NicholasCc: [email protected]; Alexander, Todd E.; Fitzgerald, Peter; Alcala, Marissa; Koontz, Eric A. (TS); Long, Earl C.Subject: RE: Form FFB Documents / Davis Bacon provisions

Ken and Nick,

Thanks, these forms have been quite helpful. They have of course raised a few additional questions though. Can you guys help us outwith the questions below?

1. Are the documents attached negotiable or are they "take it or leave it" forms that we must live with? Or are there certain provisionswhich cannot be changed while others can be more flexible? If so, can you give us an indication of which ones are required?

1

co

THE DOCUMENTS ARE GENERALLY NOT NEGOTIABLE. THERE WILL BE A COMMON AGREEMENT WHICH IS THE"LOAN AGREEMENT" AND WILL CONTAIN MANY OF THE TERMS THAT ARE IN THE TERM SHEET.

2. Why is section 5.3 in the note purchase agreement? It references commencement of construction by 9/30/2011, which is arequirement under ARRA but not under EPAct, to my knowledge at least. Will that restriction apply to nuclear projects now?

SECTION 5.3 IS APPLICABLE TO A 1705 TRANSACTION (ARRA), NOT 1703 TRANSACTIONS.

3. How does any amortization schedule get worked in to the note agreement? Do we end up with a different note for each maturity, orin other words 46 different notes (semi-annual amortization over 23 years)?I ask because the form only references a single maturity.

THE PAYMENT SCHEDULE FOR EACH ADVANCE IS ATTACHED TO THE NOTE (SEE PAGE1 AND PARAGRAPHS 7 AND 8 OF THE NOTE).

Thanks for your help!

Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol([email protected]

----- Original Message-----From: Cestari, Kenneth [mailto:[email protected]]Sent: Thursday, October 15, 2009 10:08 AMTo: Nichols, Steven T.Cc: Whitcombe, Nicholas; Cestari, Kenneth; [email protected]; Cestari, Kenneth; Alexander, Todd E.; Fitzgerald,Peter; Alcala, MarissaSubject: Form FFB Documents / Davis Bacon provisions

Steve - Nick forwarded your email to me re FFB Documents. Attached is a form Note Purchase Agreement and Note to be enteredinto by FFB and the Borrower. There are other documents and instruments that will be required but they are ministerial and as a resultI have not included them in this email. Ken

Kenneth C. CestariAttorney AdvisorLoan Guarantee ProgramU.S. Department of EnergyRoom 4B-1221000 Independence Avenue SWWashington, DC 20585Tel.: 202-287-5523Kenneth.Cestari (,hq.doe.gov

2

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Wednesday, September 09, 2009 9:34 AMTo: Whitcombe, Nicholas; [email protected]; [email protected]: RE: Friday 1:15 PM EST Vogtle 3&4 legal kcick off call

Works for us at GPC/Southem


----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Wednesday, September 09, 2009 9:33 AMTo: Nichols, Steven T.; [email protected]; [email protected]: Friday 1:15 PM EST Vogtle 3&4 legal kcick off callImportance: High

Based on our conversation yesterday, 1:15 PM EST on Friday works for you.

It should be a short call and we'll discuss a Sponsor Payment Letter between you and Chadbome & Park.

Dial-In Number: IPasscode:

)Please confirm this time is ok.

Nick


1

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Friday, September 11,2009 3:58 PMTo: h Whitcombe, NicholasCc: Ervin, Elizabeth AnnSubject: RE: Georgia Power/lponsor Payment Letter

Tom, we will get three copies of the agreement signed on Monday, then send to you for countersignature. I think one then needs to goback to us, one for you, and one for DOE. Nick can you confirm whether or not DOE needs an original?

Steven


----- Original Message-----From: Bonnell, Richard [mailto:[email protected]]Sent: Friday, September 11, 2009 12:05 PMTo: Nichols, Steven T.; j »(Cc: Ervin, Elizabeth Ann; Frame, Crai-g;Whitcombe, Nicholas; Schultz, DouglasSubject: RE: Georgia Power ponsor Payment LetterImportance: High

DOE has reviewed the Sponsor Payment Letter between Georgia Power and ••land has determined that it is inaccordance with Articles21 and 22 of the IOA, DE-AG01-09CF02005, and Matching Order, DE-MOO1-09CF02015. Please send us the fully executedSponsor Payment Letter and DOE will issue the notice to proceed.

Thanks,

Richard Bonnell

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Friday, September 11, 2009 11:34 AMTo: Whitcombe, NicholasCc:.' Ervin, Elizabeth Ann; Bonnell, RichardSubject: RE: Georgia Powere Sponsor Payment Letter

Nick, it is attached.

Steven NicholsSouthern CompanyFinancial Analyststnichol@(southemco.com404.506.0776

1

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Friday, September 11, 2009 11:03 AMTo: Nichols, Steven T.Cc: ,; Ervin, Elizabeth Ann; Bonnell, RichardSubject: RE: Georgia Power l Sponsor Payment Letter

Thanks, can you provide Attachment A. Nick

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Wednesday, September 09, 2009 6:06 PMTo: Whitcombe, NicholasCc i Ervin, Elizabeth AnnSubject: Georgia Power • S Sponsor Payment Letter

Nick,

The attached sponsor letter has been agreed to by Georgia Power Company and. We just need DOE approval andthen we can get it finalized and signed. Please let us know if you have any comments.

Regards,

Steven

Steven Nichols

Southern Company

Financial Analyst

stnichol(asoutherco.com

404.506.0776

2

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Friday, September 11, 2009 4:20 PMTo: Whitcombe, Nicholas;Cc: Ervin, Elizabeth Ann -1 )Subject: RE: Georgia Power /p ponsor Payment Letter

Importance: High

Ok, we'll do three then. Beth please make sure Oscar signs 3 copies, all on GPC letterhead.


----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Friday, September 11, 2009 4:18 PMTo: Nichols, Steven T. ,Cc: Ervin, Elizabeth AnnSubject: RE: Georgia Power- - - Sponsor Payment Letter

Yes, please send an original. ( L----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Friday, September 11, 2009 3:58 PMTo: V -M Whitcombe, NicholasCc: Ervin, Elizabeth AnnSubject: RE: Georgia Power p ponsor Payment Letter

Tom, we will get three copies of the agreement signed on Monday, then send to you for countersignature. I think one then needs to goback to us, one for you, and one for DOE. Nick can you confirm whether or not DOE needs an original?

Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol(wsouthemco.com404.506.0776

----- Original Message-----From: Bonnell, Richard [mailto:[email protected]]Sent: Friday, September 11,2009 12:05 PMTo: Nichols, Steven T.; *Cc: Ervin, Elizabeth Ann; Frame, Craig; Whitcombe, Nicholas; Schultz, DouglasSubject: RE: Georgia Power ponsor Payment LetterImportance: High

1

DOE has reviewed the Sponsor Payment Letter between Georgia Power and and has determined that it is inaccordance with Articles21 and 22 of the IOA, DE-AG01-09CF02005, and Matching Order, DE-MO01-09CF02015. Please send us the fully executedSponsor Payment Letter and DOE will issue the notice to proceed.

Thanks,

Richard Bonnell

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Friday, September 11, 2009 11:34 AMTo: Whitcombe, NicholasCc: ; Ervin, Elizabeth Ann; Bonnell, RichardSubject: RE: Georgia Power/MPR Associate Sponsor Payment Letter



----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Friday, September 11, 2009 11:03 AMTo: Nichols, Steven T.Cc: Ervin, Elizabeth Ann; Bonnell, RichardSubject: RE: Georgia PowerSponsor Payment Letter


----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Wednesday, September 09, 2009 6:06 PMTo: Whitcombe, NicholasCc:i Ervin, Elizabeth AnnSubject: Georgia Power Sponsor Payment Letter

Nick,

The attached sponsor letter has been agreed to by Georgia Power Company and . We just need DOE approval andthen we can get it finalized and signed. Please let us know if you have any comments.

Regards,

Steven

2

Steven Nichols

Southern Company

Financial Analyst

stnichol(hsouthemco.com

404.506.0776

3

ý7Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Thursday, October 01, 2009 6:22 PMTo: Whitcombe, Nicholas; '[email protected]'; Nichols, Steven T.; Koontz, Eric A. (TS)Cc: Busch, KatherineSubject: Re: Georgia Power Term Sheet and follow-up meeting

Ok checking to make sure all availableEarl C. LongAssistant Treasurerph 404-506-0783

----- Original Message -----From: Whitcombe, Nicholas <[email protected]>To: Long, Earl C.Cc: Nichols, Steven T.; Fitzgerald, Peter <[email protected]>Sent: Thu Oct 01 18:04:19 2009Subject: Georgia Power Term Sheet and follow-up meeting

Earl,

We will endeavor to send you a draft term sheet by Wednesday, October 7.To expedite matters, I am suggesting that we meet in Washington, with our respective counsel, to work out key terms on FridayOctober 9.Start time of 8:30 AM to allow for sufficient discussion and allow your team to catch a late afternoon flight to Atlanta.

Chadbome & Park has kindly made conference room space available.

I understand the review and response timeframe is tight, but given the corporate nature of the transaction, should be achievable.

Regards, Nick


1

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Friday, October 02, 2009 7:57 AMTo: Whitcombe, Nicholas; Nichols, Steven T.; '[email protected]'; Koontz, Eric A. (TS)Subject: Re: Georgia Power Term Sheet and follow-up meeting

We will be thereEarl C. LongAssistant Treasurerph 404-506-0783

----- Original Message -----From: Whitcombe, Nicholas <[email protected]>To: Long, Earl C.Sent: Thu Oct 01 19:16:32 2009Subject: RE: Georgia Power Term Sheet and follow-up meeting

Great. Get some fish!

----- Original Message-----From: Long, Earl C. [mailto:[email protected]]Sent: Thursday, October 01, 2009 6:22 PMTo: Whitcombe, Nicholas; '[email protected]'; Nichols, Steven T.; Koontz, Eric A. (TS)Cc: Busch, KatherineSubject: Re: Georgia Power Term Sheet and follow-up meeting

Ok checking to make sure all availableEarl C. LongAssistant Treasurerph 404-506-0783

----- Original Message -----From: Whitcombe, Nicholas <[email protected]>To: Long, Earl C.Cc: Nichols, Steven T.; Fitzgerald, Peter <[email protected]>Sent: Thu Oct 01 18:04:19 2009Subject: Georgia Power Term Sheet and follow-up meeting

Earl,

We will endeavor to send you a draft term sheet by Wednesday, October 7.To expedite matters, I am suggesting that we meet in Washington, with our respective counsel, to work out key terms on FridayOctober 9.Start time of 8:30 AM to allow for sufficient discussion and allow your team to catch a late afternoon flight to Atlanta.

Chadborne & Park has kindly made conference room space available.

I understand the review and response timeframe is tight, but given the corporate nature of the transaction, should be achievable.

Regards, Nick

Nicholas P. WhitcombeU.S. Department of Energy

1

Loan Guarantee Program OfficeOffice: (202) 287-5406Cell: (202) 510-3238

2

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Friday, February 26, 2010 9:54 AMTo: Whitcombe, NicholasSubject: RE: GPC EPC

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Friday, February 26, 2010 9:39 AMTo: Long, Earl C.Cc: Nichols, Steven T.Subject: RE: GPC EPC

Thanks Earl.

Nick

----- Original Message-----From: Long, Earl C. [mailto:[email protected]]Sent: Friday, February 26, 2010 9:31 AMTo: Whitcombe, NicholasCc: Nichols, Steven T.Subject: FW: GPC EPC

The bold portion below reflects the "new" disclosure related to the EPC contract.

Good luck and good talking to you.

In April 2008, the Company, acting for itself and as agent for the Owners, and a consortium consisting of Westinghouse ElectricCompany LLC (Westinghouse) and Stone & Webster, Inc. (collectively, Consortium) entered into an engineering, procurement, andconstruction agreement to design, engineer, procure, construct, and test two AP 1000 nuclear units with electric generating capacity ofapproximately 1,100 megawatts each and related facilities, structures, and improvements at Plant Vogtle (Vogtle 3 and 4 Agreement).The Vogtle 3 and 4 Agreement is an arrangement whereby the Consortium supplies and constructs the entire facility with theexception of certain items provided by the Owners. Under the terms of the Vogtle 3 and 4 Agreement, the Owners agreed to pay apurchase price that will be subject to certain price escalations and adjustments, including certain index-based adjustments, as well asadjustments for change orders, and performance bonuses for early completion and unit performance. Each Owner is severally (and notjointly) liable for its proportionate share, based on its ownership interest, of all amounts owed to the Consortium under the Vogtle 3and 4 Agreement. The Company's proportionate share is 45.7%.On February 23, 2010, the Company, acting for itself and as agent for the Owners, and the Consortium entered into an amendment tothe Vogtle 3 and 4 Agreement. The amendment, which is subject to the approval of the Georgia PSC, replaces certain of the index-based adjustments to the purchase price with fixed escalation amounts.

Earl

1

C/Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Tuesday, November 10, 2009 3:22 PMTo: Whitcombe, NicholasSubject: RE: Just tried to call you back

Tried to call your desk and cell. I will be at my desk for the next few minutes, so call if you can. My question for you was notparticularly urgent though so don't leave a meeting unless you really want to.

Steven

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Tuesday, November 10, 2009 2:31 PMTo: Nichols, Steven T.Subject: Just tried to call you back

Can also call my cell at 202 510 3238

1

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Wednesday, September 16, 2009 4:28 PMTo: Whitcombe, Nicholas;Cc:Subject: e

Yes, I passed that along to the person responsible for getting the letter FedEx'd today and let her know it was CRITICAL that it go outtonight. She assured me it would.

On another subject, we need to resolve confidentiality issues fol prior to that meeting. Nick, do you know if thcemployees have signed the same non-disclosure agreement with DOE that th l employees did? If so we should be able toresolve that issue very quickly. Please let me know.

Thanks,

Steven


----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Wednesday, September 16, 2009 4:20 PMTo: Nichols, Steven T.; iSubject: RE: Letter

Thanks. is vistinglon Friday to provide an update on the work they did last spring.

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Wednesday, September 16, 2009 11:09 AMTo: Whitcombe, Nicholas; Bennett, KimberlySubject: FW: Letter

FYI. The person originally scheduled to sign this letter did not have the approval limit authority to sign the letter, so it had to gosomewhere else to be signed. In the delay we missed our FedEx pickup, so it had to go out this morning.

Steven Nichols

Southern Company

Financial Analyst

stnichol(@southemco.com

1

404.506.0776



Elizabeth ErvinGeorgia Power Nuclear Developmentoffice: 404-506-3099cell:email: [email protected]




Please send by fedex tomorrowElizabeth ErvinGeorgia Power Nuclear Developmenteaervin(Bsouthemco.comOffice: 404-506-3099

Celltr

2


Fed Ex has already picked up for today. We can send it via email tomorrow morning. Please advise.

Thanks.

Gloria BuieNuclear .Development I Southern Nuclear Company40 Inverness Center Parkway, Bin B022 - Birmingham, AL 35242Office: (205) 992-5712 I Fax: (205) 992-6165ghbuie(@southerco.com <mailto:ghbuie(asouthemco.com>

3

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Wednesda , September 16, 2009 4:52 PMTo:Cc:Subject:

Nick, can you confirm that those are the same as what signed? If you are able to send us a copy of wha m signedour lawyers can make sure what we sendM is phrased accurately.

Thanks,

Steven

----- Original Message -----From._ __

To: Nichols, Steven T.; Whitcombe, Nicholas <[email protected]>Cc

Sent: Wed Sep :44:09 2009Subject: RE: Letter

Gentlemen,

We have signed DOE Conflict of Interest and Nondisclosure Acknowledgements (see attached examples for Tom and I) and havethem on file for our key team members. Let me know what I can do to expedite any further confidentiality issues.

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Wednesday, September 16, 2009 4:28 PMTo: Whitcombe, Nicholas

Subject: RE: Letter

Yes, I passed that along to the person responsible for getting theletter FedEx'd today and let her know it was CRITICAL that it go outtonight. She assured me it would.

On another subject, we need to resolve confidentiality issues foiprior to that meeting. Nick, do you know if the employees havesigned the same non-disclosure agreement with DOE that theemployees did? If so we should be able to resolve that issue veryquickly. Please let me know.

Thanks,

Steven

1

Steven NicholsSouthern CompanyFinancial Analyststnichol@(southernco.com404.506.0776

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Wednesday, September 16, 2009 4:20 PMTo: Nichols, Steven T. .Subject: RE: Letter

Thanks. is visting n Friday to provide an update on thework they did last spring.

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Wednesday, September 16, 2009 11:09 AMTo: Whitcombe, Nicholas;oSubject: FW: Letter

FYI. The person originally scheduled to sign this letter did not havethe approval limit authority to sign the letter, so it had to gosomewhere else to be signed. In the delay we missed our FedEx pickup,so it had to go out this morning.

Steven Nichols

Southern Company

Financial Analyst

stnichol(.southemco.com

404.506.0776



Elizabeth ErvinGeorgia Power Nuclear Developmentoffice: 404-506-3099

2

cell:(email: eaervin(isouthenico.com




Please send by fedex tomorrowElizabeth ErvinGeorgia Power Nuclear Developmenteaervin(,southerco.com.Office: 404-506-3099 \Cell:


Fed Ex has already picked up for today. We can send it viaemail tomorrow morning. Please advise.

Thanks.

Gloria BuieNuclear Development I Southern Nuclear Company40 Inverness Center Parkway, Bin B022 - Birmingham, AL 35242Office: (205) 992-5712 I Fax: (205) 992-6165ghbuiejsouthernco.com <mailto:ghbuie(tsouthemco.com>

3

61Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Monday, September 14, 2009 2:46 PMTo: Whitcombe, NicholasCc: Ervin, Elizabeth AnnSubject: RE DOE Vogtle Site Meeting Postponed \

Nick,

I discussed the SPL again today witlb We are signing 3 copies of the agreement this afternoon, then ovemighting them t aThey will countersign tomorrow and send an executed copy over to you. You should have it no later than Wednesday.

Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol(.southemco.com404.506.0776

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Monday, September 14, 2009 2:36 PMTo: Nichols, Steven T.; Lloyd, Dale M.; Yelverton, Todd W.Cc: Long, Earl C.; Widner, W. Cofield; Faulk, Nicole A.; Ervin, Elizabeth AnnSubject: RE: DOE Vogtle Site Meeting Postponed

Thanks. Passed msg along to and they are available. DOE can issue formal NTP a when it has the executed Sposor PaymentLetter, andi can begin accessing data in advance of meeting.

-----Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Monday, September 14, 2009 2:24 PMTo: Lloyd, Dale M.; Yelverton, Todd W.Cc: Whitcombe, Nicholas; Long, Earl C.; Widner, W. Cofield; Faulk, Nicole A.; Ervin, Elizabeth AnnSubject: IDOE Vogtle Site Meeting Postponed

All,

Due to scheduling difficulties we have had to postpone the Vogtle site meeting with DOE and their independent engineer,Associates. The meeting will now be on Wednesday the 23rd. U expects the meeting will take a full day to discuss thepreliminary agenda below. If you have any questions please let me know.

Steven

1. Introductions2. DOE Summary of Due Diligence Timetable/Expectations (DOE, NickWhitcombe)3. A series of presentations by your project team to cover as much

1

76

of the following as practical:


Offsite Project Scopef. EPC Contract Approach and Work Statusg. Status of Long Lead Equipment/Systems Ordersh. Overview of Key Technical Issues and FOAK Equipment



Management Approach

4. Overview oi Scope of Work and Work Plan (byý )5. Discussion of Due Diligence Logistics and Next Steps6. Tour of Site

is also fine with us adding additional items to the agenda, although their list looks fairly comprehensive.

Steven Nichols

Southern Company

Financial Analyst

stnichol@(southermco.com

404.506.0776

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Tuesday, September 15, 2009 1:58 PMTo: Whitcombe, NicholasCc: Ervin, Elizabeth Ann (Subject: RE: /DOE Vogtle Site Meeting Postponed

Nick, FYI the SPL did not get signed yesterday, the GPC executive that is signing wanted to run it though a little more internalreview. He is signing today so that should push our schedule back by one day.


----- Original Message-----From: Nichols, Steven T.Sent: Monday, September 14, 2009 2:46 PMTo: 'Whitcombe, Nicholas'Cc: Ervin, Elizabeth AnnSubject: RE: OE Vogtle Site Meeting Postponed ( ) )

Nick,

I discussed the SPL again today with MPR. We are signing 3 copies of the agreement this afternoon, then ovemighting them to MPR.They will countersign tomorrow and send an executed copy over to you. You should have it no later than Wednesday.

Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol(2southemco.com404.506.0776

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Monday, September 14, 2009 2:36 PMTo: Nichols, Steven T.; Lloyd, Dale M.; Yelverton, Todd W.Cc: Long, Earl C.; Widner, W. Cofield; Faulk, Nicole A.; Ervin, Elizabeth AnnSubject: RE: •DOE Vogtle Site Meeting Postponed

Thanks. Passed msg along tom and they are available. DOE can issue formal NTP a when it has the executed Sposor PaymentLetter, and can begin accessing data in advance of meeting.

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Monday, September 14, 2009 2:24 PMTo: Lloyd, Dale M.; Yelverton, Todd W.Cc: Whitcombe, Nicholas; Long, Earl C.; Widner, W. Cofield; Faulk, Nicole A.; Ervin, Elizabeth AnnSubject: /DOE Vogtle Site Meeting Postponed

1

All, -

Due to scheduling difficulties we have had to postpone the Vogtle site meeting with DOE and their independent engineer,m6 1M The meeting will now be on Wednesday the 23rd. expects the meeting will take a full day to discuss the

preliminary agenda below. If you have any questions please let me know.

Steven

1. Introductions2. DOE Summary of Due Diligence Timetable/Expectations (DOE, NickWhitcombe)3. A series of presentations by your project team to cover as muchof the following as practical:


Offsite Project Scopef. EPC Contract Approach and Work Statusg. Status of Long Lead Equipment/Systems Orders *h. Overview of Key Technical Issues and FOAK Equipment



Management Approach

4. Overview o Scope of Work and Work Plan (by )) L)lH )5. Discussion of Due Diligence Logistics and Next Steps6. Tour of Site

MPR is also fine with us adding additional items to the agenda, although their list looks fairly comprehensive.

Steven Nichols

Southern Company

Financial Analyst

stnichol(Iysouthemco.com

404.506.0776

2

"f7Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Sunday, October 04, 2009 11:45 PMTo: Whitcombe, Nicholas;Subject: RE: / GPC Sponsor Payment letter I

Just got another draft back tc B We should be done very soon.

From: Whitcombe, Nicholas [[email protected]]Sent: Friday, October 02, 2009 4:26 PMTo: Nichols, Steven T.Subject: NERA / GPC Sponsor Payment letter

Steve / Glenn:

I understand that you all are still working through the letter and that Glenn's team is reviewing todays revision. Underscoring theobvious, getting to an NTP ASAP is important.

Regards, Nick


1

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Monday, September 28, 2009 11:02 AMTo: Whitcombe, Nicholas; Widner, W. CofieldCc: Frame, Craig;Subject: RE: Sponsor Payment Letter for Vogtle 3&4

2:30 works for me also. Cofield would you be able to join?

Steven NicholsSouthern CompanyFinancial Analyststnichol(,southernco.com404.506.0776

----- Original Message-----From: [mailto ]_] _)_

Sent: Monday, September 28, 2009 10:50 AMTo: Whitcombe, NicholasCc: Frame, Craig; Nichols, Steven T.Subject: RE: Sponsor Payment Letter for Vogtle 3&4

Yes, that would work fine for me.

Thanks,-Glenn

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Monday, September 28, 2009 10:48 AMTo .; Nichols, Steven T.Cc: Frame, CraigSubject: Sponsor Payment Letter for Vogtle 3&4

A Matching Order has been issued toi to conduct an independentmarket analysis of Vogtle 3&4.

If possible, I would like to conduct the initial Sponsor Payment Lettercall.

1

/17

Please advise if 2:30 PM works, and I will reply with a conference callnumber.

Nick.


This e-mail and any attachments may be confidential or legally privileged. If you received this message in error or are not the intended

recipient, you should destroy the e-mail message and any attachments or copies, and you are prohibited from retaining, distributing,disclosing or using any information contained herein. Please inform us of the erroneous delivery by return e-mail. Thank you for yourcooperation.

2

Reyes, Christopher

From: Burleson, Jeffrey A. [[email protected]]Sent: Wednesday, February 10, 2010 12:24 PMTo: Whitcombe, NicholasCc: Long, Earl C.Subject: RE: Quick question

Nick, Earl passed your questions along to me. The answers are given below. Please let me know if you have any questions about thisinformation.

- 2,200 MW serves x households and x people The 2,200 MWs of Vogtle units 3 and 4 capacity are expected to be able to serve about550,000 residential homes, representing about 1.4 million people.

- GHG avoidance (C02, NOX, SOX) vs coal plant The 2,200 MWs of Vogtle units 3 and 4 capacity are expected to be able to avoid thefollowing approximate amounts of emissions, as compared to new supercritical pulverized coal generation burning central appalachiancoal:

16 million tons C02/yr3,900 tons NOX/yr5,500 tons SOX/yr

Jeff BurlesonResource PlanningGeorgia Powera Southern Company(404) 506-3050Intranet: Resource Planning

----- Original Message-----From: Long, Earl C.Sent: Wednesday, February 10, 2010 11:12 AMTo: Burleson, Jeffrey A.Subject: FW: Quick question

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Wednesday, February 10, 2010 10:47 AMTo: Long, Earl C.; '[email protected]'Subject: Quick question

Can you provide for Vogtle:

- 2,200 MW serves x households and x people

- GHG avoidance (C02, NOX, SOX) vs coal plant

For an administration fact sheet.

Thanks so much in advance.

Nick

1

-8'

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Thursday, February 11, 2010 8:54 AMTo: Whitcombe, Nicholas; Nichols, Steven T.Subject: Re: Quick question

Thanks jeffEarl C. LongAssistant Treasurerph 404-506-0783

----- Original Message -----From: Whitcombe, Nicholas <[email protected]>To: Burleson, Jeffrey A.Cc: Long, Earl C.Sent: Thu Feb 11 08:33:19 2010Subject: Re: Quick question

Thanks for the additional benchmark.

---- Original Message -----From: Burleson, Jeffrey A. <[email protected]>To: Whitcombe, NicholasCc: Long, Earl C. <[email protected]>Sent: Thu Feb 11 08:29:47 2010Subject: RE: Quick question

Good morning Nick. As follow-up to the values I provided to ou esterd o also rovide you wi

Please let us know if you have questions about these numbers. ( )


----- Original Message-----From: Burleson, Jeffrey A.Sent: Wednesday, February 10, 2010 12:24 PMTo: [email protected]: Long, Earl C.Subject: RE: Quick question

1













Nick

2

Reyes, Christopher

From: Burleson, Jeffrey A. [[email protected]]Sent: Thursday, February 11, 2010 8:30 AMTo: Whitcombe, NicholasCc: Long, Earl C.Subject: RE: Quick question

Good morning Nick. As follow-up to the values I provided to you yesterday, I want to also provide you with

Please let us know if you have questions about these numbers. (b)Lr)


----- Original Message-----From: Burleson, Jeffrey A.Sent: Wednesday, February 10, 2010 12:24 PMTo: [email protected]: Long, Earl C.Subject: RE: Quick question






1








Nick

2

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Friday, November 06, 2009 3:55 PMTo: Alexander, Todd E.; Gordon, Lee; Nichols, Steven T.; '[email protected]';

Koontz, Eric A. (TS)Cc: Schultz, Douglas; Richardson, Susan; Cestari, Kenneth; Whitcombe, Nicholas; Frantz, David;

Fitzgerald, Peter; '[email protected]'; '[email protected]'Subject: RE: Revised GPC Letter and Term Sheet

yes - we will be available and ready

From: Alexander, Todd E. [mailto:[email protected]]Sent: Friday, November 06, 2009 3:46 PMTo: Alexander, Todd E.; Gordon, Lee; Nichols, Steven T.; Long, Earl C.; '[email protected]'; Koontz, Eric A. (TS)Cc: '[email protected]'; '[email protected]'; '[email protected]';'[email protected]'; '[email protected]'; Fitzgerald, Peter; '[email protected]';'[email protected]'Subject: RE: Revised GPC Letter and Term Sheet

Earl,

Is your team available to reconvene at 4:30 p.m. on the number below?

Todd

Todd E. AlexanderChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 I fax 646-710-5269talexander@,chadbourne.com<mailto:talexander(.cchadbourne.com> I http://www.chadbourne.com<http://www.chadboume.com/>vCard: http://www.chadboume.com/vcard/talexander.vcf

Please consider the environment before printing this email.

From: Alexander, Todd E.Sent: Friday, November 06, 2009 10:38 AMTo: Gordon, Lee; '[email protected]'; '[email protected]'; '[email protected]';'[email protected]'Cc: '[email protected]'; '[email protected]'; [email protected];'[email protected]'; '[email protected]'; Fitzgerald, Peter; '[email protected]';'[email protected]'Subject: RE: Revised GPC Letter and Term Sheet

For our call at 1:30 p.m. (ET) today, please use the following: iwith passcode

Todd

Todd E. AlexanderChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 | fax 646-710-5269talexander@(chadboumre.com<mailto:talexander, chadboume.co> | http://www.chadboume.con<http://www.chadboume.con/>vCard: http://www.chadboume.com/vcard/talexander.vcf


1

From: Gordon, LeeSent: Wednesday, November 04, 2009 11:40 PMTo: '[email protected]'; '[email protected]'; '[email protected]'; '[email protected]'Cc: '[email protected]'; '[email protected]'; [email protected];'[email protected]'; '[email protected]'; Fitzgerald, Peter; Alexander, Todd E.Subject: Revised GPC Letter and Term Sheet

All:

Attached for your review please find a revised draft of the conditional commitment letter (as well as a blackline marked against the10/7 draft) and a revised draft of the term sheet (as well as a blackline marked against GPC's draft).

Regards,

Lee

K. Lee GordonChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5140 ( fax 646-710-51401eordon(chadboume.com<mailto:lgordon(,chadboume.com> I http://www.chadboume.com<http://www.chadbourne.com/>vCard: http://www.chadboune.com/vcard/lgordon.vcf


This e-mail, and any attachments thereto, is intended only for use by the addressee(s) named herein and may contain legally privilegedand/or confidential information. If you are not the intended recipient of this e-mail, you are hereby notified that any dissemination,distribution or copying of this e-mail, and any attachments thereto, is strictly prohibited. If you have received this e-mail in error,please notify me by replying to this message and permanently delete the original and any copy of this e-mail and any printout thereof.

For additional information about Chadbourne & Parke LLP and Chadboume & Parke, a multinational partnership, including a list ofattorneys, please see our website at http://www.chadbourne.com

2

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Friday, November 13, 2009 5:31 PMTo: '[email protected]'; Long, Earl C.; '[email protected]';

'[email protected]'; Koontz, Eric A. (TS)Cc: Cestari, Kenneth; Whitcombe, Nicholas; Frantz, David; Richardson, Susan;

'[email protected]'; '[email protected]'; '[email protected]'Subject: Re: Revised Term Sheet

Ok, thanks for the update

From: Alexander, Todd E. <[email protected]>To: Long, Earl C.; Gordon, Lee <[email protected]>; Nichols, Steven T.; '[email protected]'<[email protected]>; Koontz, Eric A. (TS)Cc: 'Cestari, Kenneth' <[email protected]>; 'Whitcombe, Nicholas' <[email protected]>; 'Frantz, David'<[email protected]>; 'Richardson, Susan' <[email protected]>; 'Paul Ameer' <[email protected]>;'Travis Dunbar' <[email protected]>; Fitzgerald, Peter <[email protected]>Sent: Fri Nov 13 17:30:04 2009Subject: RE: Revised Term Sheet

Earl,

DOE plans to call you at your office in about 20 or 30 minutes.

Todd

Todd E. AlexanderChadboume & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 1 fax [email protected]<mailto:[email protected]> I http://www.chadboume.com<http://www.chadboure.com/>vCard: http://www.chadboure.com/vcard/talexander.vcf


From: Long, Earl C. [mailto:[email protected]]Sent: Friday, November 13, 2009 11:38 AMTo: Gordon, Lee; Nichols, Steven T.; '[email protected]'; Koontz, Eric A. (TS)Cc: 'Cestari, Kenneth'; 'Whitcombe, Nicholas'; 'Frantz, David'; 'Richardson, Susan'; 'Paul Ameer'; 'Travis Dunbar'; Fitzgerald, Peter;Alexander, Todd E.Subject: RE: Revised Term Sheet

We will not be ready by 12:30. Dave and I talked about a possible discussion after 3. How about 3:30? Let me know.

earl

From: Gordon, Lee [mailto:[email protected]]Sent: Friday, November 13, 2009 11:14 AMTo: Nichols, Steven T.; Long, Earl C.; '[email protected]'; Koontz, Eric A. (TS)Cc: 'Cestari, Kenneth'; 'Whitcombe, Nicholas'; 'Frantz, David'; 'Richardson, Susan'; 'Paul Ameer'; 'Travis Dunbar'; Fitzgerald, Peter;Alexander, Todd E.Subject: RE: Revised Term Sheet

1

All: 1, • •

Attached please find a revised draft of the term sheet,minancial closing date, as well as a two blacklines: the first marked against 11/12 draft sent last night ("GPC Term Sheet

f 11/10 ("GPC Term Sheet CUMULATIVE BLACKLINE").

DOE has requested that we have a call to discuss the term sheet at 12:30 PM, using the following dial-in: with

passcode

Regards,

Lee


From: Gordon, LeeSent: Thursday, November 12, 2009 7:02 PMTo: '[email protected]'; '[email protected]'; '[email protected]'; '[email protected]'Cc: Cestari, Kenneth; Whitcombe, Nicholas; Frantz, David; Richardson, Susan; Paul Ameer; Travis Dunbar; Fitzgerald, Peter;Alexander, Todd E.Subject: Revised Term Sheet

Attached for your review please find a revised draft of the term sheet, as well as a blackline marked against GPC's comments of 11/10.

Regards,

Lee

K. Lee GordonChadboure & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5140 I fax [email protected]<mailto:[email protected]> I http://www.chadboume.com<http://www.chadbourne.com/>vCard: http://www.chadbourne.com/vcard/lgordon.vcf



For additional information about Chadbourne & Parke LLP and Chadbourne & Parke, a multinational partnership, including a list ofattorneys, please see our website at http://www.chadboume.com

2

4"-This e-mail, and any attachments thereto, is intended only for use by the addressee(s) named herein and may contain legally privilegedand/or confidential information. If you are not the intended recipient of this e-mail, you are hereby notified that any dissemination,distribution or copying of this e-mail, and any attachments thereto, is strictly prohibited. If you have received this e-mail in error,please notify me by replying to this message and permanently delete the original and any copy of this e-mail and any printout thereof.

For additional information about Chadbourne & Parke LLP and Chadboume & Parke, a multinational partnership, including a list ofattorneys, please see our website at http://www.chadboure.com

3

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Friday, November 13, 2009 11:38 AMTo: Gordon, Lee; Nichols, Steven T.; '[email protected]'; Koontz, Eric A. (TS)Cc: Cestari, Kenneth; Whitcombe, Nicholas; Frantz, David; Richardson, Susan; 'Paul Ameer';

'Travis Dunbar'; Fitzgerald, Peter; Alexander, Todd E.Subject: RE: Revised Term Sheet

We will not be ready by 12:30. Dave and I talked about a possible discussion after 3. How about 3:30? Let me know.

earl

From: Gordon, Lee [mailto:[email protected]]Sent: Friday, November 13, 2009 11:14 AMTo: Nichols, Steven T.; Long, Earl C.; '[email protected]'; Koontz, Eric A. (TS)Cc: 'Cestari, Kenneth'; 'Whitcombe, Nicholas'; 'Frantz, David'; 'Richardson, Susan'; 'Paul Ameer'; 'Travis Dunbar'; Fitzgerald, Peter;Alexander, Todd E.Subject: RE: Revised Term Sheet

All:

Attached please find a revised draft of the term sheet, including the additional changes described below and changes to the definitionof financial closing date, as well as a two blacklines: the first marked against 11/12 draft sent last night ("GPC Term SheetBLACKLINE") and the second marked against GPC's comments of 11/10 ("GPC Term Sheet CUMULATIVE BLACKLINE").

DOE has requested that we have a call to discuss the term sheet at 12:30 PM, using the following dial-in: i withpasscode

Regards,

Lee


From: Gordon, LeeSent: Thursday, November 12, 2009 7:02 PMTo: '[email protected]'; '[email protected]'; '[email protected]'; '[email protected]'Cc: Cestari, Kenneth; Whitcombe, Nicholas; Frantz, David; Richardson, Susan; Paul Ameer; Travis Dunbar; Fitzgerald, Peter;Alexander, Todd E.Subject: Revised Term Sheet

Attached for your review please find a revised draft of the term sheet, as well as a blackline marked against GPC's comments of 11/10.

Regards, ( Y

Lee

1

K. Lee GordonChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5140 ] fax 646-710-5140lgordon(,chadboume.com<mailto:lgordon(,chadboume.com> I http://www.chadbourne.com<http://wwvw.chadbourne.com/>vCard: http://www.chadboumre.com/vcard/lgordon.vcf



For additional information about Chadbourne & Parke LLP and Chadboume & Parke, a multinational partnership, including a list ofattorneys, please see our website at http://ww-v.chadbourne.com

2

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Friday, December 18, 2009 3:58 PMTo: Whitcombe, NicholasCc: Long, Earl C.Subject: RE: Schedule I

Nick,

Sorry it took so long but I have at last been able to confirm the numbers in your original email are correct. If I don't speak with youagain beforehand, have a great holiday break!

Total Cost: $4,946,298,739Guarantee Amount: $3,462,409,117

Steven

"Whitcombe, Nicholas" <Nicholas.Whitcombe(.hq .doe. ov> wrote:

Steve,

Just want to double check with you that the base cost is $4,946,298,739 per Schedule 1.

From Section II of the term sheet: "The Borrower will provide detailed plans for financing all of the estimated costs attributable to theBorrower's Undivided Interest in the Project ("GPC Base Project Costs").The Borrower estimates as of the date of this Term Sheet that such costs equal $[ ],"

Please also confirm that the loan guarantee amount is $3,462,409,117 in Schedule II which will be the amount in the cover letter. Thecurrent letter draft in brackets has $[3,459,906,967].

Thanks.

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Tuesday, December 08, 2009 9:25 AMTo: Whitcombe, NicholasSubject: FW: Schedule I

Steven NicholsSouthern CompanyFinancial Analyststnichol(@southenco.com404.506.0776

----- Original Message-----From: Nichols, Steven T.Sent: Saturday, November 21, 2009 10:16 AMTo: Whitcombe, NicholasCc: Long, Earl C.; Koontz, Eric A. (TS)Subject: RE: Schedule I

Nick,

1

q0

Attached are all of the Schedules referenced in the Term Sheet. I still need to make redacted versions of them, which we will submitshortly with a cover letter explaining the reasons for FOIA exemption.

Steven

From: Whitcombe, Nicholas [[email protected]]Sent: Friday, November 20, 2009 2:27 PMTo: Nichols, Steven T.Subject: RE: Schedule I

Thanks.

----- Original Message----From: Nichols, Steven T. [mailto:[email protected]]Sent: Friday, November 20, 2009 2:19 PMTo: Whitcombe, NicholasSubject: Re: Schedule I

Its done, I can send to you tonight

----- Original Message -----From: Whitcombe, Nicholas <[email protected]>To: Nichols, Steven T.Cc: Long, Earl C.; [email protected] <[email protected]>; [email protected]<[email protected]>Sent: Fri Nov 20 12:10:01 2009Subject: Schedule I

Steven,

Can you give me a call to appraise us on the status of Schedule I.

Thanks, Nick

Nicholas P. WhitcombeDepartment of Energy202.287.5406

2

q1

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Friday, December 18, 2009 1:55 PMTo: Whitcombe, NicholasCc: Long, Earl C.Subject: RE: Schedule I

Yes the costs in the spreadsheets I sent you a while back remain our best estimates. If necessary please update the bracketed numbersin the term sheet.

Steven

"Whitcombe, Nicholas" <Nicholas.Whitcombe(w,hq.doe.gov> wrote:

Steve,

Just want to double check with you that the base cost is $4,946,298,739 per Schedule 1.

From Section II of the term sheet: "The Borrower will provide detailed plans for financing all of the estimated costs attributable to theBorrower's Undivided Interest in the Project ("GPC Base Project Costs").The Borrower estimates as of the date of this Term Sheet that such costs equal $[ ],"

Please also confirm that the loan guarantee amount is $3,462,409,117 in Schedule II which will be the amount in the cover letter. Thecurrent letter draft in brackets has $[3,459,906,967].

Thanks.


Steven NicholsSouthern CompanyFinancial Analyststnichol(2!southemco.com404.506.0776


Nick,


Steven

1


Thanks.

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Friday, November 20, 2009 2:19 PMTo: Whitcombe, NicholasSubject: Re: Schedule I



Steven,


Thanks, Nick


2

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Tuesday, December 08, 2009 9:39 AMTo: Whitcombe, NicholasSubject: RE: Schedule I

Nope but I can make it. Will include draws and issuances, right? Basically it will be schedule 2 and 3 combined?

Steven NicholsSouthern CompanyFinancial Analyststnichol(R.southemco.com404.506.0776

-----Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Tuesday, December 08, 2009 9:26 AMTo: Nichols, Steven T.Subject: RE: Schedule I

Actually, do you have it in the "official" template?


Steven NicholsSouthern CompanyFinancial Analyststnichol(p.southemco.com404.506.0776


Nick,

Attached are all of the Schedules referenced in the Term Sheet. I stillneed to make redacted versions of them, which we will submit shortlywith a cover letter explaining the reasons for FOIA exemption.

Steven

From: Whitcombe, Nicholas [[email protected]]

1

Sent: Friday, November 20, 2009 2:27 PMTo: Nichols, Steven T.Subject: RE: Schedule I

Thanks.



----- Original Message -----From: Whitcombe, Nicholas <[email protected]>To: Nichols, Steven T.Cc: Long, Earl C.; [email protected] <[email protected]>;[email protected] <[email protected]>Sent: Fri Nov 20 12:10:01 2009Subject: Schedule I

Steven,


Thanks, Nick


2

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Monday, November 23, 2009 1:58 PMTo: Whitcombe, NicholasCc: Long, Earl C.; Koontz, Eric A. (TS)Subject: RE: Schedule I

Nick,

There were a few issues with the Schedule I that we wanted to be upfront about and highlight for you all. In my haste on Saturday Iforgot to, but they are enumerated below. Let us know if you'd like to discuss.

Best regards,

Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol(@southernco.com404.506.0776

-----Original Message-----From: Nichols, Steven T.Sent: Saturday, November 21, 2009 10:16 AMTo: Whitcombe, NicholasCc: Long, Earl C.; Koontz, Eric A. (TS)Subject: RE: Schedule I

Nick,


Steven


1

Thanks.




Steven,


Thanks, Nick


2

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Friday, November 20, 2009 2:19 PMTo: Whitcombe, NicholasSubject: Re: Schedule I



Steven,


Thanks, Nick


1

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Friday, November 20, 2009 12:13 PMTo: Whitcombe, NicholasSubject: RE: Schedule I

He will be back Monday

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Friday, November 20, 2009 12:10 PMTo: Nichols, Steven T.Cc: Long, Earl C.; [email protected]; [email protected]: Schedule I

Steven,


Thanks, Nick


1

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Friday, November 06, 2009 8:28 AMTo: Whitcombe, NicholasSubject: RE: Term sheet

thanks

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Friday, November 06, 2009 8:13 AMTo: Frantz, David; Long, Earl C.Cc: Nichols, Steven T.; Mercer, John T. W. (TS); Koontz, Eric A. (TS)Subject: RE: Term sheet

Earl,

We'll circulate a dial in for 1:30.

Nick.

----- Original Message-----From: Frantz, DavidSent: Friday, November 06, 2009 7:43 AMTo: 'Long, Earl C.'; Whitcombe, NicholasCc: Nichols, Steven T.; Mercer, John T. W. (TS); Koontz, Eric A. (TS)Subject: RE: Term sheet

Earl,

Sounds great-let's make it 1:30 PM.

David G. FrantzUS Department of EnergyDirector, Loan Guarantee Office, CF-1.3Office: (202) 586-8361 Fax: (202) 586-7366 David.Frantz(-hq.doe.gov

----- Original Message-----From: Long, Earl C. [mailto:[email protected]]Sent: Friday, November 06, 2009 7:39 AMTo: Frantz, David; Whitcombe, NicholasCc: Nichols, Steven T.; Mercer, John T. W. (TS); Koontz, Eric A. (TS)Subject: Term sheet

Sorry I missed your call. We were actually going over the term sheet when you called. Long night, particularly for Eric. We shouldbe ready early this afternoon to at a minimum go over an issues list with you.It's top priority and we will move schedules. How about 1:30 or 2.

Thanks,

Earl C. LongAsst. TreasurerSouthern Company30 Ivan Allen Jr. BoulevardBin 1407Atlanta, GA 30308

1

/00404-506-0783 ph404-506-0717 fax

2

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Monday, November 16, 2009 9:26 PMTo: Whitcombe, NicholasCc: [email protected]; Koontz, Eric A. (TS); Nichols, Steven T.Subject: RE: Term sheet

ok just give the team a time and if I'm available I will be on as well - if not I will catch up with them after the call.

From: Whitcombe, Nicholas [[email protected]]Sent: Monday; November 16, 2009 8:32 PMTo: Long, Earl C.Subject: Re: Term sheet

Morning may a bit challenging.

----- Original Message -----From: Long, Earl C. <[email protected]>To: Whitcombe, NicholasSent: Mon Nov 16 17:25:40 2009Subject: Term sheet

When do you guys think you will respond to the term sheet?


1

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Tuesday, September 08, 2009 4:54 PMTo: Whitcombe, NicholasSubject: RE: Vogtle 3 & 4 legal kick-off call

Nick, bad news. We have lots of conflicts at those two times. If we absolutely had to we could make Friday work, but we have acouple key folks out of the office (they'd be calling in). Can we do early next week perhaps?

Steven

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Tuesday, September 08, 2009 12:11 PMTo: Nichols, Steven T.Subject: Vogtle 3 & 4 legal kick-off call

Steven,

We are planning a kick-off call with our counsel, Peter Fitzgerald at Chadbore & Park and jointly with the sponsors. Specific issuesregarding Southern can be handled off line.

Proposed times are Wednesday 1-3 PM EST and Friday 1-3 PM EST.

Nick


1

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Wednesday, September 02, 2009 3:28 PMTo: Lubnow, Tom; Whitcombe, Nicholas; Lloyd, Dale M.; Faulk, Nicole A.;

Cc: Kim, Dong; Bonnell, Richard; Schultz, Douglas; Powell, Brandon; Corrigan, RichardSubject: RE: Vogtle 3&4 Introductory Engineering Call between Georgia Power andf

I have spoken with Dale Lloyd at Southern Nuclear, and we are all available early Friday morning, any time prior to 10:30 eastern.Nick if you can schedule the call such that it ends by 10:30 we will be in good shape.

Southern's attendees will be:* Dale Lloyd - Vogtle Deployment Director, SNC* Nicole Faulk - Project Reporting and Controls Manager, SNC* Steven Nichols - Financial Analyst, Southern Company

Thanks!

Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol(2isouthemco.com404.506.0776

----- Original Message-----From: i ,Sent: Wednesday, September 02, 2009 2:26 PMTo: Whitcombe, Nicholas; Long, Earl C.; Nichols, Steven T.; Yelverton, Todd W.; Widner, W. Cofield; Ervin, Elizabeth Ann; Lloyd,Dale M.; Faulk, Nicole A.Cc: Kim, Dong; Bonnell, Richard; Schultz, Douglas; Powell, Brandon; Corrigan, RichardSubject: RE: Vogtle 3&4 Introductory Engineering Call between Georgia Power and MPR

We can support any time Friday morning.

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Wednesday, September 02, 2009 1:49 PMTo: [email protected]; [email protected]; [email protected]; [email protected];[email protected]; [email protected]; [email protected]; Lubnow, Tom; Bennett, Kimberly; Kauffman,Storm; Graf, DonCc: Kim, Dong; Bonnell, Richard; Schultz, Douglas; Powell, Brandon; Corrigan, RichardSubject: Vogtle 3&4 Introductory Engineering Call between Georgia Power and

1

The independent technical and engineering advisory services for theGeorgia Power Company nuclear project (Vogtle 3& 4) was awarded toH Inc. by the Department of Energy.

We would like to establish an introductory call between key engineeringproject staff at Georgia Power/Southern and In particular, aSponsor Payment Letter between Georgia Power and will be discussedin brief, and upon execution, will allovxI to begin formal duediligence on the Vogtle 3&4 project on behalf of the DOE.

At that time, we can also establish key contact points at the DOEand Georgia Power/Southern.

Given the tight timeframe of the project, and the upcoming Labor Dayweekend, I would like to have a call on Friday morning. Otherwise,Tuesday or Wednesday of next week. Please advise on your availability. II'll ask that Southern andl coordinate the best time for their teamsand provide one response to me.

Regards, Nick Whitcombe


2

losReyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Wednesday, September 09, 2009 3:16 PMTo: Whitcombe, NicholasSubject: RE: Vogtle 3&4 Working Group List

Doug's number is wrong 586 not 286

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Wednesday, September 09, 2009 3:11 PMSubject: Vogtle 3&4 Working Group List

Please see the attached working group list for the Vogtle 3&4 project.


1

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Thursday, September 24, 2009 6:11 PMTo: Whitcombe, NicholasSubject: Re: Vogtle employment

The report is all construction period numbers I believe.

If not I'll double check it tomorrow

----- Original Message -----From: Whitcombe, Nicholas <[email protected]>To: Nichols, Steven T.Sent: Thu Sep 24 17:50:53 2009Subject: RE: Vogtle employment

Thanks. Southern has 800 perm on site. Report mentions additional jobs at Southern totalling 1450. Is 1450 or 800 the number to gowith?

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Thursday, September 24, 2009 4:45 PMTo: Whitcombe, NicholasSubject: RE: Vogtle employment

Nick, peak construction should be 3,500, permanent jobs is 800. The attached gives more information on the economic and jobimpact of the project.

Let me know if you need anything else.

Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol(),southerco.com404.506.0776

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Thursday, September 24, 2009 3:07 PMTo: Nichols, Steven T.Subject: RE: Vogtle employment

1. Peak construction2. Offsite, design and construction - guestmate not just Southern but consortium contractors too.


Nick,

1

Couple questions on the below:

1. For construction employment, are we talking current or peak?2. For the offsite question, does this include design work, etc. or just people who are specifically related to the construction?.

Thanks,

Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol(aisouthemco.com404.506.0776

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Thursday, September 24, 2009 1:54 PMTo: Long, Earl C.; Nichols, Steven T.Subject: Vogtle employment

Can you give me an estimate of:

Onsite construction employmentOther offsite construction employmentFull operating employment

Thanks.


2

/IDReyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Thursday, September 24, 2009 5:01 PMTo: Whitcombe, NicholasSubject: RE: Vogtle employment

Sorry, I had it open on my computer for a long time and forgot that it was. Password is Vogtle3and4. Feel free to unprotect it once

you have it open.

Steven NicholsSouthern CompanyFinancial Analyststnichol(S)southlemco.com404.506.0776


Its pw protected


Nick, peak construction should be 3,500, permanent jobs is 800. The attached gives more information on the economic and job

impact of the project.


Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol(2southemco.com404.506.0776



----- Original Message-----

1

/1YFrom: Nichols, Steven T. [mailto:[email protected]]Sent: Thursday, September 24, 2009 2:23 PMTo: Whitcombe, NicholasSubject: RE: Vogtle employment

Nick,


1. For construction employment, are we talking current or peak?2. For the offsite question, does this include design work, etc. or just people who are specifically related to the construction?

Thanks,

Steven





Thanks.


2

I/oReyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Thursday, September 24, 2009 2:23 PMTo: Whitcombe, NicholasSubject: RE: Vogtle employment

Nick,



Thanks,

Steven





Thanks.


1

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Friday, September 25, 2009 4:34 PMTo: Whitcombe, NicholasSubject: RE: Vogtle employment

Nick, I got an explanation on the numbers below. The 1,450 is a post completion job creation number that includes several things:

1. approximately 800 on site workers2. approximately 200 corporate employees 3. approximately 450 ancillary jobs created through economic development

Those will be permanent jobs, but not all are at the construction site.

Hope that helps, let me know if you have any other questions.

Best,

Steven



Thanks. Southern has 800 perm on site. Report mentions additional jobs at Southern totalling 1450. Is 1450 or 800 the number to gowith?


Nick, peak construction should be 3,500, permanent jobs is 800. The attached gives more information on the economic and jobimpact of the project.


Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol@ýsouthemnco.com404.506.0776

1




Nick,



Thanks,

Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol(csouthemco.com404.506.0776




Thanks.


2

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Thursday, December 10, 2009 8:00 PMTo: Alexander, Todd E.; Yelverton, Todd W.Cc: Pendergrass, Susan G. (TS); Whitcombe, Nicholas; Widner, W. Cofield; Cestari, Kenneth;

Gedanken, Lynne; Fitzgerald, Peter; John LamberskiSubject: RE: Vogtle EPC NDA

Todd,

Please copy John Lamberski when you send those over.

Thank you,

Steven

"Alexander, Todd E." <[email protected]> wrote:

Todd,

John and I have tentatively agreed to speak at 1 p.m. tomorrow.

Based on your email, it looks like it would be useful if you could join us. I can move the call to another time if 1 p.m. is notconvenient for you.

We plan to deliver signed NDAs from our team tomorrow by mid-day. There were a few conforming changes that need to be made tothe draft that was sent to us. We do not view them as substantive. I will send you a redline so that you can review the changes wemake to your form.

Todd

Todd E. AlexanderChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5100 direct tel 212-408-5269 fax 212-541-5369 direct fax [email protected]


----- Original Message-----From: Yelverton, Todd W. [mailto:[email protected]]Sent: Thursday, December 10, 2009 7:50 PMTo: Alexander, Todd E.; Nichols, Steven T.Cc: Pendergrass, Susan G. (TS); '[email protected]'; Widner, W. Cofield; '[email protected]'; Gedanken,Lynne; Fitzgerald, PeterSubject: Re: Vogtle EPC NDA

1

Todd, my name is Todd Yelverton. I am the nuclear develoment director for Georgia Power. If it is helpful, John Lamberski and Ican both give you an overview of the contract and a specific list of pertinent sections that you might want to hit in your initial review.Give you a roadmap. You are obviously free to talk to Lamberski without me. I just want to make sure that you have peopleresources if you need them.

I believe we still need the non disclosure ageement from you.

Let me know what we can do tomorrow.

Todd YelvertonGeorgia Power Company404.506.2739

----- Original Message -----From: Alexander, Todd E. <[email protected]>To: Nichols, Steven T.Cc: Pendergrass, Susan G. (TS); 'Whitcombe, Nicholas' <[email protected]>; Widner, W. Cofield; Kenneth C.Cestari ([email protected]) <[email protected]>; Gedanken, Lynne <[email protected]>; Yelverton,Todd W.; Fitzgerald, Peter <[email protected]>Sent: Thu Dec 10 19:01:35 2009Subject: RE: Vogtle EPC NDA

Steven,

I appreciate that it would be better for both Troutman and me to avoid working on Sunday evening. However, DOE has a creditreview meeting scheduled for early next week. As a result, we need to accomplish as much as possible before Monday morning.

If I am able to complete my review by tomorrow evening, I will let Troutman know that Sunday evening is not necessary. If not, Iwould appreciate being given access on Sunday.

Also, I will contact John separately. I would appreciate a few minutes of John's time tomorrow before I begin my review of theagreement, as well as on Sunday night after I have had a chance to spend a few hours reviewing the agreement.

Is there a specific person at Troutman with whom I can speak to determine the best way to view the agreement?

Todd



----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Thursday, December 10, 2009 6:45 PMTo: Alexander, Todd E.Cc: Pendergrass, Susan G. (TS); 'Whitcombe, Nicholas'; Widner, W. Cofield; Kenneth C. Cestari ([email protected]);Gedanken, Lynne; Yelverton, Todd W.Subject: RE: Vogtle EPC NDA

2

Todd,

Our counsel most familiar with the EPC agreement is John Lamberski. I believe you already have his contact information but I willresend if needed.

As for the review, it seems Troutman's NY office is typically not open Sundays, so we may not be able to get anyone in there. Is itpossible to avoid Sunday for the review?

Regards,

Steven


Steven,

I am not sure of my schedule yet for tomorrow. My current plan is to spend tomorrow afternoon at Troutman's offices and possiblySunday night after 4 p.m.

It would also be very helpful to have a contact at Troutman who is familiar with the agreement.

Todd

Todd E. AlexanderChadboume & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 I fax [email protected]<mailto:[email protected]> I http://www.chadboume.com<http://www.chadboure.com/>vCard: http://www.chadbourne.com/vcard/talexander.vcf


From: Nichols, Steven T. [mailto:[email protected]]Sent: Thursday, December 10, 2009 5:13 PMTo: Alexander, Todd E.Cc: Pendergrass, Susan G. (TS); 'Whitcombe, Nicholas'; Widner, W. Cofield; Kenneth C. Cestari ([email protected]);Gedanken, LynneSubject: RE: Vogtle EPC NDA

Todd,

After consultation with our Troutman office it seems that some more specific times would be very helpful. We will make every effortto work with you but the more specific you can be the better. Also, when you say you may need access from 9 am to 7 pm Tuesday,for example, does that mean you would anticipate reviewing the document during that entire time, or that you would anticipatereviewing it for some shorter period of time somewhere within that window?

Thanks and we are working on arrangements.

Steven


3

From: Alexander, Todd E. [mailto:[email protected]]Sent: Thursday, December 10, 2009 3:30 PMTo: Nichols, Steven T.Cc: Pendergrass, Susan G. (TS); 'Whitcombe, Nicholas'; Widner, W. Cofield; Kenneth C. Cestari ([email protected]);Gedanken, LynneSubject: RE: Vogtle EPC NDA

Steve,

We plan to come to terms on the NDA shortly.

Please plan to have the agreement available for my review Friday, December 11 (between noon and 8 p.m.), Sunday, December 13(between 4 p.m. and midnight), Monday, December 14 (between 9 a.m. and 7 p.m.), and Tuesday, December 15 (between 9 a.m. and 7p.m.). I can provide more specific times if necessary.

In addition, we may have Lynne Gedanken review the agreement in Troutman's Washington, D.C. or New York City offices.

Finally, are you able to provide us with the contact information for the attorney who represented Georgia Power on this transaction incase I have any questions regarding the agreement?

Todd

Todd E. AlexanderChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 1 fax [email protected]<mailto:[email protected]> I http://www.chadboume.com<http://www.chadboume.com/>vCard: http://www.chadboume.com/vcard/talexander.vcf


From: Nichols, Steven T. [mailto:[email protected]]Sent: Thursday, December 10, 2009 1:54 PMTo: Alexander, Todd E.Cc: Pendergrass, Susan G. (TS); 'Whitcombe, Nicholas'; Widner, W. CofieldSubject: Vogtle EPC NDATodd,

Where are we on the non-disclosure agreement for the Vogtle EPC Contract? The agreement is still at our NY office, but of course weneed the NDA signed prior to your review. Also, if you could provide the names of anyone else who will be reviewing, it would beappreciated.

Susan Pendergrass, in Troutman's Atlanta office, will be helping to coordinate a time for your review.

Best regards,

Steven Nichols


4

This e-mail, and any attachments thereto, is intended only for use by the addressee(s) named herein and may contain legally privileged

and/or confidential information. If you are not the intended recipient of this e-mail, you are hereby notified that any dissemination,

distribution or copying of this e-mail, and any attachments thereto, is strictly prohibited. If you have received this e-mail in error,

please notify me by replying to this message and permanently delete the original and any copy of this e-mail and any printout thereof.

For additional information about Chadbourne & Parke LLP and Chadbourne & Parke, a multinational partnership, including a list of

attorneys, please see our website at http://www.chadboume.com


and/or confidential information. If you are not the intended recipient of this e-mail, you are hereby notified that any dissemination,distribution or copying of this e-mail, and any attachments thereto, is strictly prohibited. If you have received this e-mail in error,


For additional information about Chadbourne & Parke LLP and Chadboume & Parke, a multinational partnership, including a list of

attorneys, please see our website at http://www.chadboure.com





attorneys, please see our website at http://www.chadbourne.com






5

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Thursday, December 10, 2009 6:45 PMTo: Alexander, Todd E.Cc: Pendergrass, Susan G. (TS); Whitcombe, Nicholas; Widner, W. Cofield; Cestari, Kenneth;

Gedanken, Lynne; Yelverton, Todd W.Subject: RE: Vogtle EPC NDA

Todd,



Regards,

Steven


Steven,



Todd

Todd E. AlexanderChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 I fax [email protected]<mailto:[email protected]> I http://www.chadboume.com<http://www.chadboume.com/>vCard: http://www.chadboume.com/vcard/talexander.vcf



Todd,


1


Steven



Steve,





Todd

Todd E. AlexanderChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 1 fax [email protected]<mailto:[email protected]> http://www.chadboume.com<http://www.chadboume.com/>vCard: http://www.chadboure.com/vcard/talexander.vcf





Best regards,

2

Steven Nichols



For additional information about Chadboume & Parke LLP and Chadbourne & Parke, a multinational partnership, including a list ofattorneys, please see our website at http://www.chadboure.com


For additional information about Chadbourne & Parke LLP and Chadbourne & Parke, a multinational partnership, including a list ofattorneys, please see our website at http://www.chadbourne.com

3

12I

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Thursday, December 10, 2009 5:13 PMTo: 'Alexander, Todd E.'Cc: Pendergrass, Susan G. (TS); Whitcombe, Nicholas; Widner, W. Cofield; Cestari, Kenneth;

Gedanken,LynneSubject: RE: Vogtle EPC NDA

Todd,



Steven

Steven NicholsSouthern CompanyFinancial Analyststnichol(Ssouthemco.com404.506.0776


Steve,





Todd

Todd E. AlexanderChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 I fax 646-710-5269talexander(a~)chadbourne.com<mailto:talexander(chadbourne.com> http://www.chadbourne.com<http://www.chadboume.com/>vCard: http://www.chadboume.com/vcard/talexander.vcf

1



Where are we on the non-disclosure agreement for the Vogtle EPC Contract? The agreement is still at our NY office, but of course we

need the NDA signed prior to your review. Also, if you could provide the names of anyone else who will be reviewing, it would be

appreciated.


Best regards,

Steven Nichols

Steven NicholsSouthern CompanyFinancial Analyststnichol(),southemco.com404.506.0776


and/or confidential information. If you are not the intended recipient of this e-mail, you are hereby notified that any dissemination,distribution or copying of this e-mail, and any attachments thereto, is strictly prohibited. If you have received this e-mail in error,please notify me by replying to this message and permanently delete the original and any copy of this e-mail and any printout thereof.


attorneys, please see our website at http://www.chadbourne.com

2

Reyes, Christopher

From: Yelverton, Todd W. [[email protected]]Sent: Thursday, December 10, 2009 8:17 PMTo: Alexander, Todd E.; Nichols, Steven T.Cc: Pendergrass, Susan G. (TS); Whitcombe, Nicholas; Widner, W. Cofield; Cestari, Kenneth;

Gedanken, Lynne; Fitzgerald, PeterSubject: RE: Vogtle EPC NDA

perfect - I will send a call in number tomorrow morning to make it easy on us...thanks.

From: Alexander, Todd E. [[email protected]]Sent: Thursday, December 10, 2009 7:54 PMTo: Yelverton, Todd W.; Nichols, Steven T.Cc: Pendergrass, Susan G. (TS); '[email protected]'; Widner, W. Cofield; '[email protected]'; Gedanken,Lynne; Fitzgerald, PeterSubject: RE: Vogtle EPC NDA

Todd,




Todd




Todd, my name is Todd Yelverton. I am the nuclear develoment director for Georgia Power. If it is helpful, John Lamberski and Ican both give you an overview of the contract and a specific list of pertinent sections that you might want to hit in your initial review.

1

Give you a roadmap. You are obviously free to talk to Lamberski without me. I just want to make sure that you have peopleresources if you need them.



--------------------------



Steven,





Todd




Todd,

2



Regards,

Steven


Steven,



Todd

Todd E. AlexanderChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 I fax [email protected]<mailto:[email protected]> I http://www.chadboure.com<http://www.chadbourne.com/>vCard: http://www.chadboume.com/vcard/talexander.vcf



Todd,



Steven


From: Alexander, Todd E. [mailto:[email protected]]

3

\zISent: Thursday, December 10, 2009 3:30 PMTo: Nichols, Steven T.Cc: Pendergrass, Susan G. (TS); 'Whitcombe, Nicholas'; Widner, W. Cofield; Kenneth C. Cestari ([email protected]);Gedanken, LynneSubject: RE: Vogtle EPC NDA

Steve,





Todd

Todd E. AlexanderChadboume & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 I fax [email protected]<mailto:[email protected]> | http://www.chadboure.com<http://www.chadboume.com/>vCard: http://www.chadboume.com/vcard/talexander.vcf





Best regards,

Steven Nichols


4

\2:7


For additional information about Chadbourne & Parke LLP and Chadbourne & Parke, a multinational partnership, including a list ofattorneys, please see our website at http://www.chadboure.com


For additional information about Chadboume & Parke LLP and Chadbourne & Parke, a multinational partnership, including a list ofattorneys, please see our website at http://www.chadbourne.com




For additional information about Chadboure & Parke LLP and Chadbourne & Parke, a multinational partnership, including a list ofattorneys, please see our website at http://www.chadboume.com

5

Reyes, Christopher

From: Yelverton, Todd W. [[email protected]]Sent: Thursday, December 10, 2009 7:52 PMTo: Whitcombe, NicholasSubject: Re: Vogtle EPC NDA

We will do what we need to do. Thx.--------------------------


----- Original Message -----From: Whitcombe, Nicholas <[email protected]>To: Alexander, Todd E. <[email protected]>; Nichols, Steven T.Cc: Pendergrass, Susan G. (TS); Widner, W. Cofield; Cestari, Kenneth <[email protected]>; Gedanken, Lynne<[email protected]>; Yelverton, Todd W.; Fitzgerald, Peter <[email protected]>Sent: Thu Dec 10 19:18:26 2009Subject: RE: Vogtle EPC NDA

Thank you all. This is of the utmost importance for the finalization of DOE's process.

----- Original Message-----From: Alexander, Todd E. [mailto:[email protected]]Sent: Thursday, December 10, 2009 7:02 PMTo: 'Nichols, Steven T.'Cc: Pendergrass, Susan G. (TS); Whitcombe, Nicholas; Widner, W. Cofield; Cestari, Kenneth; Gedanken, Lynne; Yelverton, ToddW.; Fitzgerald, PeterSubject: RE: Vogtle EPC NDA

Steven,





Todd

Todd E. AlexanderChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5100 direct tel212-408-5269 fax 212-541-5369 direct fax 646-710-5269 [email protected]


1

IZ7

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Thursday, December 10, 2009 6:45 PMTo: Alexander, Todd E.Cc: Pendergrass, Susan G. (TS); 'Whitcombe, Nicholas'; Widner, W.Cofield; Kenneth C. Cestari ([email protected]); Gedanken, Lynne; Yelverton, Todd W.

Subject: RE: Vogtle EPC NDA

Todd,

Our counsel most familiar with the EPC agreement is John Lamberski. I believe you already have his contact information but I will

resend if needed.

As for the review, it seems Troutman's NY office is typically not open Sundays, so we may not be able to get anyone in there. Is it

possible to avoid Sunday for the review?

Regards,

Steven


Steven,



Todd

Todd E. AlexanderChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 I fax646-710-5269 [email protected]<mailto:[email protected]>I http://www.chadboure.com<http://www.chadboume.com/>vCard: http://www.chadboume.com/vcard/talexander.vcf


From: Nichols, Steven T. [mailto:[email protected]]Sent: Thursday, December 10, 2009 5:13 PMTo: Alexander, Todd E.Cc: Pendergrass, Susan G. (TS); 'Whitcombe, Nicholas'; Widner, W.Cofield; Kenneth C. Cestari ([email protected]); Gedanken, LynneSubject: RE: Vogtle EPC NDA

Todd,


2


Steven


From: Alexander, Todd E. [mailto:[email protected]]Sent: Thursday, December 10, 2009 3:30 PMTo: Nichols, Steven T.Cc: Pendergrass, Susan G. (TS); 'Whitcombe, Nicholas'; Widner, W.Cofield; Kenneth C. Cestari ([email protected]); Gedanken, LynneSubject: RE: Vogtle EPC NDA

Steve,





Todd

Todd E. AlexanderChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 I fax646-710-5269 [email protected]<mailto:[email protected]>I http://www.chadbourne.com<http://www.chadbourne.com/>vCard: http://www.chadboume.com/vcard/talexander.vcf


From: Nichols, Steven T. [mailto:[email protected]]Sent: Thursday, December 10, 2009 1:54 PMTo: Alexander, Todd E.Cc: Pendergrass, Susan G. (TS); 'Whitcombe, Nicholas'; Widner, W.CofieldSubject: Vogtle EPC NDATodd,



3

Best regards,

Steven Nichols




distribution or copying of this e-mail, and any attachments thereto, is strictly prohibited. If you have received this e-mail in error,please notify me by replying to this message and permanently delete the original and any copy of this e-mail and any printout thereof.





attorneys, please see our website at http://www.chadboume.com


and/or confidential information. If you are not the intended recipient of this e-mail, you are hereby notified that any dissemination,distribution or copying of this e-mail, and any attachments thereto, is strictly prohibited. If you have received this e-mail in error,please notify me by replying to this message and permanently delete the original and any copy of this e-mail and any printout thereof

For additional information about Chadbourne & Parke LLP and Chadbourne & Parke, a multinational partnership, including a list ofattorneys, please see our website at http://www.chadboume.com

4

Reyes, Christopher

From: Yelverton, Todd W. [[email protected]]Sent: Thursday, December 10, 2009 7:50 PMTo: '[email protected]'; Nichols, Steven T.Cc: Pendergrass, Susan G. (TS); Whitcombe, Nicholas; Widner, W. Cofield; Cestari, Kenneth;

'[email protected]'; '[email protected]'Subject: Re: Vogtle EPC NDA

Todd, my name is Todd Yelverton. I am the nuclear develoment director for Georgia Power. If it is helpful, John Lamberski and Ican both give you an overview of the contract and a specific list of pertinent sections that you might want to hit in your initial review.Give you a roadmap. You are obviously free to talk to Lamberski without me. I just want to make sure that you have peopleresources if you need them.





Steven,





Todd



1

p73


Todd,


As for the review, it seems Troutman's NY office is typically not open Sundays, so we may not be able to get anyone in there. Is it

possible to avoid Sunday for the review?

Regards,

Steven


Steven,



Todd

Todd E. AlexanderChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 I fax [email protected]<mailto:[email protected]> I http://www.chadbourne.com<http://www.chadboure.com/>vCard: http://www.chadboume.com/vcard/talexander.vcf



Todd,


2

P;I/Thanks and we are working on arrangements.

Steven



Steve,





Todd

Todd E. AlexanderChadboume & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 I fax [email protected]<mailto:[email protected]> http://www.chadboume.com<http://www.chadboume.com/>vCard: http://www.chadbourne.com/vcard/talexander.vcf





Best regards,

3

Steven Nichols





For additional information about Chadboume & Parke LLP and Chadbourne & Parke, a multinational partnership, including a list ofattorneys, please see our website at http://www.chadboume.com


For additional information about Chadboume & Parke LLP and Chadbourne & Parke, a multinational partnership, including a list ofattorneys, please see our website at http://www.chadbourne.com

4

Reyes, Christopher

From: Yelverton, Todd W. [[email protected]]Sent: Thursday, December 10, 2009 6:49 PMTo: Nichols, Steven T.; Alexander, Todd E.Cc: Pendergrass, Susan G. (TS); Whitcombe, Nicholas; Widner, W. Cofield; Cestari, Kenneth;

Gedanken,LynneSubject: RE: Vogtle EPC NDA

For clarification and as we discussed internally.... John Lamberski is the reference for the EPC agreement and what we have done upto this point. Kevin Greene is our lead regulatory Counsel... he needs to be consulted as well.

Kevin GreeneTroutman Sanders404-506-3146

Todd YelvertonGeorgia Power Company(404) 506-2739

From: Nichols, Steven T.Sent: Thursday, December 10, 2009 6:45 PMTo: Alexander, Todd E.Cc: Pendergrass, Susan G. (TS); 'Whitcombe, Nicholas'; Widner, W. Cofield; Kenneth C. Cestari ([email protected]);Gedanken, Lynne; Yelverton, Todd W.Subject: RE: Vogtle EPC NDA

Todd,



Regards,

Steven


Steven,



Todd

Todd E. AlexanderChadbourne & Parke LLP

1

l?730 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 1 fax [email protected]<mailto:[email protected]> I http://www.chadboure.com<http://www.chadboure.com/>vCard: http://www.chadboure.com/vcard/talexander.vcf



Todd,



Steven



Steve,





Todd

Todd E. AlexanderChadbourne & Parke LLP

2

30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 1 fax [email protected]<mailto:[email protected]> I http://www.chadbourne.com<http://www.chadboume.com/>vCard: http://www.chadboume.com/vcard/talexander.vcf





Best regards,

Steven Nichols






3

1vReyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Friday, December 11, 2009 10:42 AMTo: 'Alexander, Todd E.'; Yelverton, Todd W.Cc: Pendergrass, Susan G. (TS); Whitcombe, Nicholas; Widner, W. Cofield; Cestari, Kenneth;

Gedanken, Lynne; Fitzgerald, Peter; John LamberskiSubject: RE: Vogtle EPC NDA

Todd,

It looks like there may be a typo in the matching order number. The matching order number used in our sponsor payment letter beginsDE-MO01 (letter O followed by number 0). The order number used in the document attached here begins DE-M001 (double number0). Otherwise we are fine. Can you just confirm that matching order number for us?

Thanks,

Steven


----- Original Message-----From: Alexander, Todd E. [mailto:[email protected]]Sent: Friday, December 11, 2009 10:24 AMTo: Nichols, Steven T.; Yelverton, Todd W.Cc: Pendergrass, Susan G. (TS); '[email protected]'; Widner, W. Cofield; '[email protected]'; Gedanken,Lynne; Fitzgerald, Peter; John LamberskiSubject: RE: Vogtle EPC NDA

Steven,

Attached for your review is a revised draft of the NDA, together with a redlined version that reflects Chadbourne's proposed changes.

If the attached is acceptable, we will deliver signed versions to you by PDF from Peter Fitzgerald, Lynne Gedanken and me prior toour call at 1 p.m. today.

Todd



1

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Thursday, December 10, 2009 8:00 PMTo: Alexander, Todd E.; Yelverton, Todd W.Cc: Pendergrass, Susan G. (TS); '[email protected]'; Widner, W. Cofield; '[email protected]'; Gedanken,Lynne; Fitzgerald, Peter; John LamberskiSubject: RE: Vogtle EPC NDA

Todd,

Please copy John Lamberski when you send those over.

Thank you,

Steven


Todd,




Todd

Todd E. AlexanderChadboure & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5100 direct tel 212-408-5269 fax 212-541-5369 direct fax [email protected]



Todd, my name is Todd Yelverton. I am the nuclear develoment director for Georgia Power. If it is helpful, John Lamberski and Ican both give you an overview of the contract and a specific list of pertinent sections that you might want to hit in your initial review.

2

Give you a roadmap. You are obviously free to talk to Lamberski without me. I just want to make sure that you have peopleresources if you need them.





Steven,





Todd

Todd E. AlexanderChadboume & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5100 direct tel 212-408-5269 fax 212-541-5369 direct fax [email protected]



Todd,

3

L1-L



Regards,

Steven


Steven,



Todd

Todd E. AlexanderChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 | fax [email protected]<mailto:[email protected]> I http://www.chadboure.com<http://www.chadboume.com/>vCard: http://www.chadboume.com/vcard/talexander.vcf


From: Nichols, Steven T. [mailto:[email protected]]Sent: Thursday, December 10, 2009 5:13 PMTo: Alexander, Todd E.Cc: Pendergrass, Susan G. (TS); 'Whitcombe, Nicholas'; Widner, W. Cofield; Kenneth C. Gestari ([email protected]);Gedanken, LynneSubject: RE: Vogtle EPC NDA

Todd,



Steven


From: Alexander, Todd E. [mailto:[email protected]]

4

Sent: Thursday, December 10, 2009 3:30 PMTo: Nichols, Steven T.Cc: Pendergrass, Susan G. (TS); 'Whitcombe, Nicholas'; Widner, W. Cofield; Kenneth C. Cestari ([email protected]);Gedanken, LynneSubject: RE: Vogtle EPC NDA

Steve,





Todd

Todd E. AlexanderChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 I fax [email protected]<mailto:[email protected]> I http://www.chadboume.com<http://www.chadboume.com/>vCard: http://www.chadboume.com/vcard/talexander.vcf





Best regards,

Steven Nichols


5

I q



distribution or copying of this e-mail, and any attachments thereto, is strictly prohibited. If you have received this e-mail in error,please notify me by replying to this message and permanently delete the original and any copy of this e-mail and any printout thereof.


This e-mail, and any attachments thereto, is intended only for use by the addressee(s) named herein and may contain legally privilegedand/or confidential information. If you are not the intended recipient of this e-mail, you are hereby notified that any dissemination,distribution or copying of this e-mail, and any attachments thereto, is strictly prohibited. If you have received this e-mail in error,please notify me by replying to this message and permanently delete the original and any copy of this e-mail and any printout thereof








6

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Saturday, October 24, 2009 10:19 AMTo: Whitcombe, NicholasSubject: RE:

Thanks, NickWe will be happy to discuss with you and are available for any explanations to our comments if needed over the weekend. Feel free tocall me or any of my colleagues.

Sincerely,Earl Long

From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Friday, October 23, 2009 11:41 PMTo: Long, Earl C.Subject:

Earl,

We'll use the weekend to consider, and then discuss on Monday.

Nick

1

1t14Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Friday, November 06, 2009 7:39 AMTo: Frantz, David; Whitcombe, NicholasCc: Nichols, Steven T.; Mercer, John T. W. (TS); Koontz, Eric A. (TS)Subject: Term sheet

Sorry I missed your call. We were actually going over the term sheet when you called. Long night, particularly for Eric. We shouldbe ready early this afternoon to at a minimum go over an issues list with you. It's top priority and we will move schedules. Howabout 1:30 or 2.

Thanks,


1

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Monday, November 16, 2009 5:26 PMTo: Whitcombe, NicholasSubject: Term sheet

When do you guys think you will respond to the term sheet?


1

l wi

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Friday, October 23, 2009 12:07 PMTo: Whitcombe, Nicholas

this weekend - my cell and home number are -In lease let me know the way to get in touch withyou as well


1

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Wednesday, December 16, 2009 10:44 AMTo: Whitcombe, Nicholas

Just run everything through me.


1

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Monday, November 09, 2009 11:22 AMTo: Whitcombe, NicholasCc: [email protected]; Koontz, Eric A. (TS); Nichols, Steven T.

Have talked to my lawyers - 3 would be the best time for us for a call


1

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Friday, November 06, 2009 1:26 PMTo: Whitcombe, Nicholas

Can we start at 1:40 please?


1

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Wednesday, October 28, 2009 9:13 AMTo: Whitcombe, Nicholas

Have left you a voicemail - in office at 404-506-0783


1

Reyes, Christopher

From: Long, Earl C. [[email protected]]Sent: Wednesday, March 10, 2010 9:07 AMTo: Whitcombe, Nicholas


1

Reyes, Christopher

From: Nichols, Steven T. [[email protected]]Sent: Thursday, December 10, 2009 1:54 PMTo: 'Alexander, Todd E.'Cc: Pendergrass, Susan G. (TS); Whitcombe, Nicholas; Widner, W. CofieldSubject: Vogtle EPC NDA

Todd,



Best regards,

Steven Nichols

Steven NicholsSouthern CompanyFinancial Analyststnichol(isouthemco.com404.506.0776

1

Koontz, Eric A.

From: Long, Earl C. [[email protected]]Sent: Wednesday, January 20, 2010 11:02 AMTo: Whitcombe, NicholasCc: Frantz, David; Nichols, Steven T.Subject: FW: Credit Subsidy Cost Estimates - IXOS DOE-Ixos-Archive 77 KB

Earl

----- Original Message-----From: Vawter, Linda [mailto:[email protected]]Sent: Friday, January 15, 2010 2:54 PMTo: Long, Earl C.Cc: Frantz, David; Cestari, KennethSubject: Credit Subsidy Cost Estimates

Linda D. VawterSenior Administrative AssistantU.S. Department of EnergyLoan Guarantee Program Office1000 Independence AvenueWashington, DC 20585TEL: (202)586-0093FAX: (202)586-4052

1

Koontz, Eric A.

From: Long, Earl C. [[email protected]]Sent: Monday, February 15, 2010 2:21 PMTo: Richardson, SusanCc: Whitcombe, NicholasSubject: FW: Southern Draft news release - IXOS DOE-lxos-Archive 46 KB

Draft press release from Southern- have not seen one from you - please send it to me ifyou have oneFrom: Long, Earl C.Sent: Monday, February 15, 2010 11:59 AMTo: Cestari, Kenneth; Frantz, DavidSubject: FW: Southern Draft news release

Here is Southern's draft press release. Can you guys please approve for release tomorrow.Please let me know as soon as possible. Please keep confidential. I assume you guys willnot make a press release. Is that correct?

Earl

1

10Koontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Tuesday, September 22, 2009 10:56 AMTo: Whitcombe, Nicholas; 'Bennett, Kimberly'Cc: Long, Earl C.; Faulk, Nicole A.; Widner, W. CofieldSubject: FW: Directions to Plant Vogtle - IXOS DOE-lxos-Archive 36 KB

Attached are directions to the Vogtle site for tomorrow's meeting. A few other notes:

- Please wear jeans and boots (I actually don't have boots so I'll be in sneakers) as thesite is muddy due to rain- I have verified with Southern Nuclear personnel that access to the site has not beenaffected by the flooding- We should have someone available to meet you at the construction entrance gate when youget through security. Just in case though I have included directions all the way to thetrailer we are meeting in- Nicole Faulk of Southern Nuclear is available to you in case you get lost or have anyother difficulties. Her cell phone number is and works at the plant site.- As of right now, the meeting is schedule to start at 8:30 eastern. We will be sending anagenda later on today with a finalized start time. (b)(()My cell phone number is , please do not hesitate to call if you need anything.Please note that I have never been to the site, so if you are lost or have difficultytomorrow morning, you may be better off calling Nicole.

Looking forward to meeting everyone!

Steven

Steven NicholsSouthern CompanyFinancial [email protected]<mailto:[email protected]>404.506.0776

From: Faulk,'Nicole A.Sent: Monday, September 21, 2009 1:42 PMTo: Nichols, Steven T.; Long, Earl C.Subject: Directions to Plant Vogtle

Directions to Plant Vogtle

Nicole FaulkProject Controls and Reporting ManagerSouthern Nuclear Company42 Inverness Center Pkwy, Bin B236Birmingham, AL 35242Office: 205- 992-6210 Cell:[email protected]<mailto:[email protected]>

1

Koontz, Eric A.

From: Long, Earl C. [[email protected]]Sent: Wednesday, January 27, 2010 8:55 AMTo: Whitcombe, NicholasCc: Frantz, DavidSubject: FW: Dirt Photos - IXOS DOE-Ixos-Archive 1208 KB

More pictures

From: Widner, W. CofieldSent: Tuesday, January 26, 2010 6:10 PMTo: Long, Earl C.Cc: Yelverton, Todd W.; Nichols, Steven T.Subject: Dirt Photos

Earl, I apologize for the delay in getting this to you. I have many site pictures tochoose from. These 5 are recent and seem to well represent the amount of activityunderway. Let me know if you have questions or need more photos. (I had to put in .PDF

due to file size)

Thanks..........Cofield

1

Koontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Tuesday, September 08, 2009 5:32 PMTo: Whitcombe, NicholasSubject: FW: Draft sponsor payment letter - IXOS DOE-lxos-Archive 48 KB


----- Original Message--

Sent: Friday, September 04, 2009 5:34 PM ( 'To: Nichols, Steven T.Cc:Subject: Draft sponsor payment letter

Steven:

Please find attached a proposed draft of the Sponsor Payment Letter requested by DOE. Ihave tried to streamline their letter a little bit while still providing the requiredelements and including a few other elements that we think are necessary. Please provideany comments or changes as soon as possible. Once we reach agreement, DOE will review andapprove the letter and issue a notice to proceed for us to begin work. I will forward youthe referenced rate sheet on Tuesday, I am currently not able to connect to our folderwhere the rate sheet is kept.


1 L

Koontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Tuesday, September 08, 2009 5:51 PMTo: Whitcombe, NicholasSubject: FW: Draft sponsor payment letter - IXOS DOE-lxos-Archive 49 KB

Nick,

My question that we discussed over the phone is:

This agreement, in paragraph 3, references )ost-closin billin s that we would be

responsible for.

Can you confirm that is how the monitoring process will work? If not please advise as tohow it will function.

Thanks!

Steven Nichols


----- Original Message-----From:Sent: Friday, September 04, 2009 5:34 PMTo: Nichols, Steven T.Cc: 1Subject: Draft sponsor payment letter

Steven:

Please find attached a proposed draft of the Sponsor Payment Letter requested by DOE. Ihave tried to streamline their letter a little bit while still providing the requiredelements and including a few other elements that we think are necessary. Please provideany comments or changes as soon as possible. Once we reach agreement, DOE will review andapprove the letter and issue a notice to proceed for us to begin work. I will forward youthe referenced rate sheet on Tuesday, I am currently not able to connect to our folderwhere the rate sheet is kept.


1

^/'2,

2

Koontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Friday, November 06, 2009 12:17 PMTo: Whitcombe, NicholasCc: Moorer, Tom C.Subject: FW: Lifecycle Emissions Analysis.xls - IXOS DOE-Ixos-Archive 1853 KB

Nick,

Attached is the life cycle emissions analysis requested by DOE on the Vogtle 3 and 4expansion. Please treat the information as confidential and forward it to Ed Rios ifnecessary.

Thanks,

Steven


From: Moorer, Tom C.Sent: Tuesday, November 03, 2009 10:38 AMTo: Nichols, Steven T.Subject: Lifecycle Emissions Analysis.xls

Steven:

Please find attached , the DOE spreadsheet for air emissions requested in support of theVogtle 3 and 4 Loan Guarantee application. We have prepared this spreadsheet afterdiscussions witrh Edward Rios at DOE and based on his direction. Specifically, herequested we provide the spreadsheet with facility information and a note referencing theair permit application currently under review by the State of Georgia. I am providing acopy of the air permit application on CD by company mail for your use. The air permitapplication provides DOE with very detailed analysis of air emissions from the emergencydiesel generators at Vogtle. This approach was used because the spreadsheet was designedto capture air emissions from fossil fueled electric generating sources. Vogtle 3 and 4have no such sources. The only source of emissions is the emergency diesels.

Please provide the information to Mr. Rios at DOE, consistent with all previous submittalsassociated with the Vogtle 3 and 4 Loan Guarantee process. As stated previously, a copyof the Air Permit application CD has been provided to you by company mail and should beforwarded to DOE as part of this response.

If you have questions or required additional information, please contact me.

TCM

T.C. MoorerManager - Environmental Affairs, Chemistry and Radiological Services(205) 992-5807 (office)

[email protected]

Koontz, Eric A.

From: Long, Earl C. [[email protected]]Sent: Monday, October 12, 2009 1:12 PMTo: Yelverton, Todd W.; [email protected]; Whitcombe, NicholasSubject: FW: redfish - IXOS DOE-lxos-Archive 351 KB

----- Original Message-----From: Long, Earl C.Sent: Monday, October 12, 2009 1:12 PMTo: Bowers, PaulCc: Kundert, Glen A.Subject: FW: redfish

Glen said send you this. This is commonly referred to as a bull redfish. Caught off thejetties of Amelia Island where Atlantic and Cumberland Sound meet. Caught one at least 5pounds bigger than this one and also watched nuclear sub come out of Kings Bay whilefishing. Released him and he was fine.

----- Original Message-----From: Long Earl [mailto:[email protected]]Sent: Sunday, October 11, 2009 9:29 AMTo: Long, Earl C.Subject: Fw: redfish

--- On Mon, 10/5/09, Glen Long <[email protected]> wrote:

> From: Glen Long <[email protected]>> Subject: redfish> To: [email protected]> Cc: [email protected]> Date: Monday, October 5, 2009, 10:20 PM

>1

Koontz, Eric A.

From: Long, Earl C. [[email protected]]Sent: Monday, February 01, 2010 9:58 AMTo: Whitcombe, NicholasCc: Nichols, Steven T.Subject: FW: RUS Initiative - Renewable Energy Project Lending - IXOS DOE-Ixos-Archive 703 KB

Follow Up Flag: Follow upFlag Status: Flagged

Thanks,Earl

From: Richard McMahon [mailto:[email protected]]Sent: Tuesday, January 26, 2010 11:27 AMTo: EEI Finance EACSubject: RUS Initiative - Renewable Energy Project Lending

EEI Finance EAC Member:

You may recall at our last EAC meeting I mentioned that the RUS was interested in lendingmoney to utilities on the same terms as rural coops for renewable projects.

Attached is a presentation that describes this concept. If you're interested in thisprogram, I would be happy to put you in contact with the appropriate staff at RUS.

Thanks,

Richard

Richard F. McMahon, Jr.Executive DirectorEdison Electric Institute701 Pennsylvania Ave., NWWashington, DC 20004USA202-508-5571 (Phone)571-314-3120 (Cell)202-508-5542 (Fax)

Mr. McMahon:

Further to our meeting last month, we are following up with the attached power point filewhich has been cleared for distribution to appropriate persons within your constituency.

Please encourage your constituents to call us directly with any questions. I would offera cautionary note - one of the slides refers to the "3 R's": (1) Rural Beneficiaries, (2)Renewable and (3) Ready to be built.

If it is too ready to be built - construction will be held up pending completion of ourreview required under the National Environmental Policy Act (NEPA). The earlier we aremade aware of a project, the easier it is to manage when to include it in our pipeline.

Nivin Elgohary has suggested a followup meeting with you after you have had a chance toshare this file with others and received feedback after distribution.

Sincerely yours,1

Robin MeigelFinance Specialist

(w) 202 720 9452(fax) 202 720 7491

No trees were killed in the creation of this message.However, many electrons were terribly inconvenienced.

You are currently subscribed to eac_finance as: [[email protected]] To unsubscribe,forward this message to [email protected]

2

Koontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Tuesday, December 08, 2009 9:25 AMTo: Whitcombe, NicholasSubject: FW: Schedule I - IXOS DOE-Ixos-Archive 70 KB



Nick,

Attached are all of the Schedules referenced in the Term Sheet. I still need to makeredacted versions of them, which we will submit shortly with a cover letter explaining thereasons for FOIA exemption.

Steven


Thanks.




Steven,


Thanks, Nick

Nicholas P. Whitcombe

1

Department of Energy202.287.5406

2

Koontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Tuesday, September 15, 2009 5:35 PMTo: Corrigan, Richard; Whitcombe, NicholasCc: Sprow, John; Schultz, Douglas; Long, Earl C.; [email protected]; Koontz, Eric

A.Subject: Georgia Power Term Sheet and Draw Schedule - IXOS DOE-Ixos-Archive 2723 KB

All,

Attached are GPC's proposed term sheet and draw schedule. As noted in our most recent 90day update, and as contemplated by the latest NOPR, the term sheet offersI1 gwith full recourse to GPC's A-rated balance sheet. We have also attached severalsupporting documents which form supporting information for the term sheet, includingGeorgia Power's senior note indenture. )

The draw schedule reflects GPC's desire toI. Theschedule further reflects the followingassumptions:

1i.M of eligible project costs are guaranteed

2. Closing occurs in o

3. COL is received in i

We have received indications that DOE would have specific guidance about what expenditurescan be funded pre-COL shortly. When that guidance is released GPC will do a more detailedstudy of our EPC contract payments to make a more accurate determination of how much pre-COL financing we could have. If you have .any questions about the attached, please do nothesitate to contact Earl Long at 404.506.0783, or me at the information listed below.With the exception of the bond indentures, please treat the information attached in aconfidential manner. I was unable to mark the amortization template confidential since itis password protected.

Best regards,

Steven Nichols

Steven Nichols

1

IL?Southern Company

Financial Analyst

[email protected]

404.506.0776

2

/7cKoontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Monday, September 21, 2009 11:12 AMTo: Whitcombe, NicholasCc: Long, Earl C.Subject: DOE Unsecured Issuance History - IXOS DOE-Ixos-Archive 3026 KB

Nick,

We had someone pull together all the BBB+ and above unsecured utility OpCo deals in thelast 5 years, with all the corresponding information you requested. Pretty staggeringamount at $60 billion. Let us know if there's anything else we can help with. Stillworking on the data request for GreenGate.

Steven

Steven Nichols

Southern Company

Financial Analyst

[email protected]

404.506.0776

1

Koontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Monday, September 28, 2009 1:56 PMTo: Whitcombe, Nicholas; '[email protected]'; Paul AmeerCc: Leonard, Robert M.; Long, Earl C.Subject: FW: Vogtle GPC information request- IXOS DOE-Ixos-Archive 128 KB

All,

See responses below to the discrepancies noted in Travis' previous email. Please let usknow if you need anything else.

Steven


----- Original Message-----From: Leonard, Robert M. (Bob)Sent: Monday, September 28, 2009 1:02 PMTo: Nichols, Steven T.Subject: RE: Vogtle GPC information request

Steven,

1. The $150 million bond has been redeemed and thus is no longer outstanding (the 1905maturity date was an error of course - it had a maturity date of 6/18/2012 but investorshad the right to "put" the bond back to us prior to maturity and all exercised thatoption.)

The $173 million of PCBs issued on 9/17/09 replaced the three PCBs issued 12/6/2007 ($60M,$60M,$53M)

2. Sorry about the example file. Attached is the full version.

Bob----- Original Message-----From: Nichols, Steven T.Sent: Monday, September 28, 2009 12:00 PMTo: Leonard, Robert M. (Bob)Subject: FW: Vogtle GPC information request

Bob, can you help with these questions. The files he references are the ones you sent me,and they are located here:

Thanks!!


1

404.506.0776

----- Original Message-----From: Travis Dunbar [mailto:[email protected]]Sent: Friday, September 25, 2009 9:04 AMTo: Nichols, Steven T.Cc: Long, Earl C.; Nick Whitcombe; Paul Ameer; Mike AzarSubject: Re: Vogtle GPC information request

Steven -

Thank you for this information. I have some immediate questions:

1. We cannot match the following securities from the l.b to the l.a file:Sr Note - 150,000 - issued 6/21/2007Three PCBs - 60,000, 60,000 and 53,000 - issued 12/6/2007

Also, we note the stated maturity of the Sr Note listed above is 6/30/1905.

Can you please clarify the information for these securities?

2. Can you please confirm the proper example file was sent for the tax exempt example inl.c? The file we received had only one page and makes reference to multiple sections"below", which are not present.

Thank you.Travis

Nichols, Steven T. wrote, on 9/24/2009 3:20 PM:> Travis,

> I have attached the items for questions l.a through l.c here. The rest will follow in asubsequent email. Please let me know if you have any questions.

> Steven

> Steven Nichols> Southern Company> Financial Analyst> [email protected]> 404.506.0776

> ----- Original Message-----> From: Travis Dunbar [mailto:[email protected]]> Sent: Thursday, September 17, 2009 10:08 PM> To: Nichols, Steven T.> Cc: Nick Whitcombe; Paul Ameer; Mike Azar; Long, Earl C.; Yelverton, Todd W.> Subject: Vogtle GPC information request

> Steven-

> In support of due diligence, LGPO requests certain financial> information of GPC, as listed in the attached table. Please let us> know if you have any questions on the requests.

> As during our project review in the spring, we will update this table> to reflect additional questions and GPC responses.

> Best regards.

> Travis Dunbar> Greengate LLC

2

> +1.202.887.8250> [email protected]

3

11YKoontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Friday, November 06, 2009 12:16 PMTo: Whitcombe, NicholasCc: Long, Earl C.; '[email protected]'; Koontz, Eric A.Subject: Georgia Power Issues List - IXOS DOE-lxos-Archive 39 KB

Nick,

Attached please find Georgia Power's issues list containing items from the most recent C&Pdraft circulated yesterday which GPC would like to discuss on our call this afternoon.Please circulate as needed for your team.

Thanks,

Steven


1

Koontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Wednesday, September 09, 2009 6:06 PMTo: Whitcombe, NicholasCc: Ervin, Elizabeth AnnSubject: Georgia Power Associate Sponsor Payment Letter - IXOS DOE-lxos-Archive 49 KB

Nick, (b

The attached sponsor letter has been agreed to by Georgia Power Company and a. We just need DOE approval and then we can get it finalized and signed.

ePease e us know if you have any comments.

Regards,

Steven

Steven Nichols

Southern Company

Financial Analyst

[email protected]

404.506.0776

1

Koontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Tuesday, September 15, 2009 5:05 PMTo: Corrigan, Richard; Whitcombe, NicholasCc: Sprow, John; Schultz, Douglas; Long, Earl C.Subject: Georgia Power September Update - IXOS DOE-Ixos-Archive 1350 KB

All,

Attached are the files which comprise GPC's September 15, 2009 90-day update. GeorgiaPower of course continues to pursue loan guarantees. I am currently submitting the filesthrough FedConnect, but we wanted to get them over to you as soon as possible. We arealso sending 2 CDs and2 hard copies of the application to Dick's attention. If you have any difficulty with theattached files, please let me know.

Best,

Steven Nichols

Steven Nichols

Southern Company

Financial Analyst

[email protected]

404.506.0776

1

Koontz, Eric A.

From: Long, Earl C. [[email protected]]Sent: Tuesday, September 29, 2009 1:45 PMTo: Whitcombe, Nicholas; Corrigan, RichardCc: Nichols, Steven T.Subject: Response to your initial comments and proposed amortization schedule - IXOS DOE-lxos-

Archive 94 KB

Follow Up Flag: Follow upFlag Status: Flagged

Thanks for your initial review yesterday. Below are our comments. They are twofold: 1) onamortization and 2) on the facility fee.

1. AMORTIZATIONAtt hed is tization schedule for Ga. Power.

The below reresents the justification for the

1

2. FEES )L

Please let me know when you want to discuss.


2

r7uKoontz, Eric A.

From: Long, Earl C. [[email protected]]Sent: Friday, December 18, 2009 9:12 AMTo: Whitcombe, Nicholas; Frantz, DavidCc: Womack, Christopher C. (Generation)Subject: Contact for Steve Spinner

Steve Spinner should contact Chris Womack - Executive Vice President of External Affairsof Southern Company regarding an announcement of the loan guarantees. Chris's contactinformation is:

Work 404- 06-0208MobileEmail - thernco.com

Please send to me the draft press release for our comments when available.

Thanks,


1

Koontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Monday, December 14, 2009 3:31 PMTo: Whitcombe, NicholasCc: Corrigan, Richard; Long, Earl C.; Koontz, Eric A.Subject: GPC December 14, 2009 Update - IXOS DOE-lxos-Archive 1829 KB

Nick,

Attached please find GPC's December 14, 2009 Update on the GPC Vogtle Expansion Project. Ahard copy is on its way to you via FedEx, and I will submit the attached documents viaFedConnect later today. Please respond to confirm receipt of this email. There should besix documents, the update itself, along with five appendices, labeled A through E.

Thank you and best regards,

Steven Nichols


1

Koontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Monday, November 09, 2009 1:28 PMTo: Whitcombe, NicholasCc: Long, Earl C.Subject: RE: Annual Fee - IXOS DOE-Ixos-Archive 49 KB

Nick,

We discussed the Maintenance Fee schedule and can understand

Please let us know if you'd like to discuss.

Steven


----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Friday, November 06, 2009 8:01 PMTo: Long, Earl C.; Nichols, Steven T.Subject: Annual Fee

Earl/ Steve,

See attached.

This is just a concept and not a formal proposal.

Nick

1

Irz,Koontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Friday, September 18, 2009 2:14 PMTo: Whitcombe, NicholasSubject: RE: Book1.xls - IXOS DOE-Ixos-Archive 91 KB

Nick, (

I have attached an updated Draw Schedule for GPC. Sorry about the error.

Hope that makes sense. Give me a call if you'd like to discuss.

On another note we are working on your data request, as well as the request from GreenGatewe received yesterday.

Finally, even if you can't provide the names, can you provide a headcount for DOE for themeeting next week? If you have to guess, just give us on the high side. Trying to makesure we have enough meeting space and lunches.

Thanks!

Steven


----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Thursday, September 17, 2009 5:29 PMTo: Nichols, Steven T.Subject: RE: Bookl.xls

Ok. Send it to me and lets talk about the date assumptions vs draw.

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Thursday, September 17, 2009 5:25 PMTo: Whitcombe, NicholasSubject: RE: Bookl.xls

Can I send you an updated schedule tomorrow?


1

404.506.0776

----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Thursday, September 17, 2009 5:22 PMTo: Nichols, Steven T.Subject: Bookl.xls

<<Bookl.xls>> Steven,


Thanks, Nick.

Koontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Thursday, October 01, 2009 1:23 PMTo: Whitcombe, NicholasCc: Long, Earl C.Subject: RE: Draw schedu s - IXOS DOE-lxos-Archive 31 KB

Nick,

GPC's draw schedule in format is attached here. We generally haven't sharedfinancial models amongst the co-owners, so we will look to OPC and MEAG to send you theirportions and have you consolidate them.

Thanks,

Steven


----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Thursday, October 01, 2009 9:06 AMTo: Fuller, Jim; Appleby, Anne; Nichols, Steven T.; Long, Earl C.Subject: Draw schedules

All, (d the independent engineering consultant working on behalf of the DOE, is taking a lookat the loan draw scehdule. Assuming Ig , please provide yourindividual draw schedule.

Simply use the calender in the attached file.

If possible, can you provide by the end of business today.

Nick


1

Koontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Friday, September 11, 2009 11:34 AMTo: Whitcombe, Nicholas ICc: E Ervin, Elizabeth Ann; Bonnell, RichardSubject: RE: Georgia PowerwNAssociate Sponsor Payment Lett IXOS DOE-Ixos-Archive 26 KB



----- Original Message-----From: Whitcombe, Nicholas [mailto:[email protected]]Sent: Friday, September 11, 2009 11:03 AMTo: Nichols, Steven T.Cc: ; Ervin, Elizabeth Ann; Bonnell, RichardSubject: RE: Georgia Power Associate Sponsor Payment Letter


----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Wednesday, September 09, 2009 6:06 PMTo: Whitcombe, NicholasCc: i ; Ervin, Elizabeth AnnSubject: Georgia Power/MPR Associate Sponsor Payment Letter

Nick,

The attached sponsor letter has been agreed to by Georgia Power Company andeHSWe just need DOE approval and then we can get it finalized and signed.

Please let us know if you have any comments.

Regards, (i

Steven

Steven Nichols

Southern Company

Financial Analyst

1

[email protected]

404.506.0776

2

10Koontz, Eric A.

From: Long, Earl C. [[email protected]]Sent: Wednesday, September 30, 2009 1:25 PMTo: Fitzgerald, PeterCc: Franzoni, Dorothy; Lyon, Carl; Koontz, Eric A.; Cestari, Kenneth; Whitcombe, Nicholas;

[email protected]; Yelverton, Todd W.Subject: RE: GPC Borrower Fee Letter for DOE Legal Counsel - IXOS DOE-lxos-Archive 306 KB

Above is an executed pdf from me. Please execute from your side and send a pdf back.

Thanks,Earl Long

From: Fitzgerald, Peter [mailto:[email protected]]Sent: Wednesday, September 30, 2009 12:38 PMTo: John MercerCc: Long, Earl C.; Franzoni, Dorothy; Lyon, Carl; Koontz, Eric A. (TS);[email protected]; Whitcombe, NicholasSubject: RE: GPC Borrower Fee Letter for DOE Legal CounselImportance: High

John:

As discussed last night, this seems to me to be a good way forward, permitting me toget started while buying some time for the co-owners to work out this issue amongthemselves.

Attached are one clean copy and one blacklined co revised draf t icor tinyou and

Let me now if you have any further comments on the GPC fee letter or if this is now inacceptable form for sending to DOE for approval.

Regards,

Peter

Peter F. FitzgeraldChadbourne & Parke LLP1200 New Hampshire Ave N.W., Washington, DC 20036 tel 202-974-5712 | fax [email protected]<mailto:[email protected]>http://www.chadbourne.com<http://www.chadbourne.com/>vCard: http://www.chadbourne.com/vcard/pfitzgerald.vcf

From: John Mercer [mailto:[email protected]]

1

Sent: Tuesday, September 29, 2009 4:55 PMTo: Fitzgerald, PeterCc: Long, Earl C.; Franzoni, Dorothy; Lyon, Carl; Koontz, Eric A.Subject: GPC Borrower Fee Letter for DOE Legal Counsel

Peter,

I have noted comments in track changes on the attached draft fee letter.

I will be in my office for several more hours this evening if you want to discuss any ofthese comments.

Kind regards,

John

John T. W. MercerMercer Thompson LLC191 Peachtree Street, NE, Suite 3265Atlanta, Georgia [email protected] Phone404.577.4206 Fax

IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, weinform you that any tax advice that may be contained in this communication (including anyattachments) is not intended or written to be used, and cannot be used, for the purpose of(i) avoiding any penalties under the Internal Revenue Code or (ii) promoting, marketing orrecommending to another party any transaction(s) or tax-related matter(s) that may beaddressed herein.

This e-mail communication (including any attachments) may contain legally privileged andconfidential information intended solely for the use of the intended recipient. If you arenot the intended recipient, you should immediately stop reading this message and delete itfrom your system. Any unauthorized reading, distribution, copying or other use of thiscommunication (or its attachments) is strictly prohibited.

2

Koontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Tuesday, September 01, 2009 10:46 AMTo: Whitcombe, NicholasSubject: RE: GPC Working Group - IXOS DOE-lxos-Archive 49 KB

Filled in for us. Let me know if you need anything else.

Steven


----- Original Message-----From: Whitcombe, Nicholas tmailto:[email protected]]Sent: Thursday, August 27, 2009 12:01 PMTo: Nichols, Steven T.Subject: RE:

Yout bet! I'm assembling a working group list to distribute. If you have a moment,provide key contacts (yourself, others in treasury staff, engineering, legal etc atSouthern/GP). Nick.

----- Original Message-----From: Nichols, Steven T. [mailto:[email protected]]Sent: Thursday, August 27, 2009 11:52 AMTo: Whitcombe, NicholasSubject: RE:




Steven,


Nick

Nicholas P. WhitcombeU.S. Department of EnergyLoan Guarantee Program Office

1.

Office: (202) 287-5406Cell: (917) 903-0290

2

Koontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Saturday, November 21, 2009 10:16 AMTo: Whitcombe, NicholasCc: Long, Earl C.; Koontz, Eric A.Subject: RE: Schedule I - IXOS DOE-lxos-Archive 69 KB

Nick,

Attached are all of the Schedules referenced in the Term Sheet. I still need to makeredacted versions of them, which we will submit shortly with a cover letter explaining thereasons for FOIA exemption.

Steven


Thanks.




Steven,


Thanks, Nick


1

Koontz, Eric A.

From: Nichols, Steven T. [[email protected]]Sent: Thursday, September 24, 2009 4:45 PMTo: Whitcombe, NicholasSubject: RE: Vogtle employment - IXOS DOE-lxos-Archive 40 KB

Nick, peak construction should be 3,500, permanent jobs is 800. The attached gives moreinformation on the economic and job impact of the project.


Steven



1. Peak construction2. Offsite, design and construction - guestmate not just Southern but consortiumcontractors too.


Nick,


1. For construction employment, are we talking current or peak?2. For the offsite question, does this include design work, etc. or just people who arespecifically related to the construction?

Thanks,

Steven



1



Thanks.


2

reyes_correspondence

Documents

thanks earl

ts nichols

available fortheir review

chriss contact information

nicholas frantz

ffb docsnick

epc contractchadbourne

ffb documents