Exhibit
 	
            10(f)(1)
 



 


Southern Power Company has requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission.  Southern Power Company has omitted portions from this filing and filed them separately with the Securities and Exchange Commission. Such omissions are designated as “[**]”.


 


 



 






 








 




	
            DOE F 4600.1#
 	
            U.S. DEPARTMENT OF ENERGY
 	
             

	
            (7/05)
 	
            NOTICE OF FINANCIAL ASSISTANCE AWARD
 
				



	
            Under the authority of Public Law
 	
            95-91 DOE Organization Act  and PL 102-486 Energy Policy Act 1992   
 



 



	
             

1.   PROJECT TITLE  "Demonstration of a 285MW Coal-based Transport Gasifier"
 	
             

2.   INSTRUMENT TYPE

 

[  ]  GRANT               [ X ]  COOPERATIVE AGREEMENT
 
	
             

3.   RECIPIENT (Name, address, zip code)

Southern Company Services, Inc.

600 North 18th Street

PO Box 2641

Birmingham, AL  35291
 	
             

4.   INSTRUMENT NO.

DE-FC26-06NT42391
 	
             

5.   AMENDMENT NO.

A003
 
	
             

6.   BUDGET PERIOD

 

FROM:5/1/07         THRU:06/01/10 
 	
             

7.   PROJECT PERIOD

 

FROM:2/1/06THRU:11/28/14
 
	
             

8.   RECIPIENT PROJECT DIRECTOR (Name, phone and E-mail)

Timothy E. Pinkston                tepinkst@southernco.com

(205) 670-5860                          Fax: (205) 670-5843

 
 	
             

10.   TYPE OF AWARD

 

[   ]  NEW                        [ X ] CONTINUATION       [   ]  RENEWAL

 

[   ]  REVISION                [   ]  INCREMENTAL FUNDING
 
	
             

9.   RECIPIENT BUSINESS OFFICER (Name, phone and E-mail)

Charles W. Henderson           cwhender@southernco.com

(205) 670-5844                         Fax: (205) 670-5843

 
 
	
             

11.   DOE PROJECT OFFICER (Name, address, phone and E-mail)

National Energy Technology Laboratory

ATTN: Diane R. Madden, M/S 922-342C

626 Cochrans Mill Road, P. O. Box 10940

Pittsburgh, PA  15236-0940

(412) 386-5931      Diane.Madden@netl.doe.gov
 	
             

12. ADMINISTERED FOR DOE BY (Name, address, phone and E-mail)National Energy Technology Laboratory

ATTN: Brittley K. Robbins, M/S 921-107

626 Cochrans Mill Road, P. O. Box 10940

Pittsburgh, PA  15236-0940

(412) 386-5430    Brittley.Robbins@netl.doe.gov
 



	
            13.
 	
            RECIPIENT TYPE
 



 



	
            [  
 	
            ]  STATE GOV'T  
 	
            [  
 	
            ]  INDIAN TRIBAL GOV'T  [  
 	
            ]  HOSPITAL  
 	
            [ X 
 	
            ]  FOR PROFIT  
 	
            [  
 	
            ]  INDIVIDUAL
 
	
             
	
            ORGANIZATION
 	
             

											



[   ]  LOCAL GOV'T     [   ]  INSTITUTION OF            [   ]  OTHER NONPROFIT   [ x ] CORPORATION  [   ] PARTNERSHIP [   ] SOLE         [   ]  OTHER (Specify)



	
            HIGHER EDUCATION  
 	
            ORGANIZATION  
 	
            PROPRIETOR  
 



 



	
             

14.   ACCOUNTING AND APPROPRIATIONS DATA:  
 	
             

15.   EMPLOYER I.D. NUMBER

 

a.  TIN: 63-0274273

b.  DUNS:   137519547
 
	
             

150   2005   31   220321   61000000   25500   1610353   90633085

150   2005   31   220321   61000000   25500   1610353   138990194

 

 
 



 



	
             

16.  BUDGET AND FUNDING INFORMATION
 
	
             

a.  CURRENT BUDGET PERIOD INFORMATION
 	
             

b.  CUMULATIVE DOE OBLIGATIONS
 
	
             

(1)    DOE Funds Obligated This Action                                $ 229,623,279

(2)    DOE Funds Authorized for Carry
Over                           $      5,300,000

(3)    DOE Funds Previously Obligated in this Budget Period   $                      0

(4)    DOE Share of Total Approved
Budget                           $ 229,623,279

(5)    Recipient Share of Total Approved Budget                    $                  [**]

(6)    Total Approved
Budget                                     
       $                   [**]
 	
             

(1)                                     This Budget Period                                          
       $        229,623,279

[Total of lines a.(1) and a.(3)]

 

(2)  Prior Budget Periods                                          
    $          13,762,832

 

(3)  Project Period to Date                                          
  $        243,386,111

[Total of lines b.(1) and b.(2)]
 
	
             

17.  TOTAL ESTIMATED COST OF PROJECT, INCLUDING DOE FUNDS TO FFRDC: 

$  844,267,321  (DOE: $293,750,000 Recipient: $550,517,321)                               

(This is the current estimated cost of the project.  It is not a
promise to award nor an authorization to expend funds in this amount.)
 
	
             

18.  AWARD AGREEMENT TERMS AND CONDITIONS

This award/agreement consists of this form plus the following:

a. Special terms and conditions.

b. Applicable program regulations (specify) 
                                                                                          (Date)                                 .

c. DOE Assistance Regulations, 10 CFR Part 600at http://ecfr.gpoaccess.gov or, if the award is a grant to a Federal Demonstration Partnership (FDP) institution, the FDP Terms & Conditions and the DOE FDP Agency Specific Requirements at http://www.nsf.gov/awards/managing/fed_dem_part.jsp.

d. DOE and Southern Company Services (SCS) agree that SCS’s application dated June 10,
2004, as amended by continuation application dated   

January 2007, has been approved by DOE and is incorporated into the cooperative agreement.

e. National Policy Assurances to Be Incorporated as Award Terms in effect on date of award at http://management.energy.gov/business_doe/1374.htm.
 
	
             

19.  REMARKS

See Continuation Pages

 

 
 
	
             

20.  EVIDENCE OF RECIPIENT ACCEPTANCE

 

/s/ William Paul Bowers                                          
                     5/8/07                                                                                                                                                                

(Signature of Authorized Recipient Official)                                    (Date)      

 

William Paul Bowers                                                                  

(Name)

 

President, Southern Company Generation                       

(Title)
 	
             

21.  AWARDED BY

 

/s/ Raymond D. Johnson                                          
            5/2/07                                                

(Signature)                                          
                                          
(Date)      

 

Raymond D. Johnson                                                          

(Name)

 

Contracting Officer                                                              

(Title)
 




 


 






 






DE-FC26-06NT42391


A003


 


 


A.  The purposes of this amendment are to:


 



	
            1.
 	
            Approve continuation into Budget Period (BP) 2
 	
             

	
            2.
 	
            Recognize an increase in the budget for Budget Periods 2, 3, and the overall project cost
 
	
            3.
 	
            Obligate funds to fully fund the DOE share of BP 2
 	
             

				



	
            4.
 	
            Add a requirement for a detailed budget to be included in the continuation application for BP3.  This budget will be reviewed and approved by the DOE.
 



	
            5.
 	
            Revise the Statement of Project Objectives
 	
             

	
            6.
 	
            Revise Attachment B – Federal Assistance Reporting Instructions
 
	
            7.
 	
            Replace Attachment D – Repayment Agreement
 	
             

				



 


B.  Actions incorporated as a result of the purposes delineated in paragraph “A” above, are as follows:


 



	
            1.
 	
            Based upon DOE’s favorable assessment and evaluation of the project’s progress and the Continuation Application dated January 2007, approval to proceed into Budget Period 2 is hereby provided.  The Budget Period (Block #6) for Budget Period 2 covers the period of 05/01/2007 to 06/01/2010.  Block #6 has been revised accordingly.  
 



 


Budget Period 2 costs are as follows:


 



	
            DOE Share:
 	
            $229,623,279
 
	
            Recipient Share:  
 	
            [**]
 	
             

	
            Total Budget Period 2 Costs:
 	
            [**]
 	
             

						



 



	
            2.
 	
            Project costs have increased.  Consequently, the following changes are made:
 



 


A. The cost detail noted in Article 2.5 “Budget Periods and Estimated Project Costs (OCT 2003)”, paragraph (b) “Total Estimated Project Costs” are changed to read:


 



	
            “TOTAL ESTIMATED PROJECT COST:
 	
            $ 844,267,321
 



 



	
            Budget Period #1 - - Phase I – Project Definition
 



 



	
            DOE Share
 	
            $13,762,832.00
 	
            [**]
 
	
            Recipient Share
 	
            $  
 	
            [**]
 	
            [**]
 
	
             
	
            TOTAL
 	
            $  
 	
            [**]
 	
             

						



 



	
            Budget Period #2 - - Phase II – Detailed Design and Phase III Construction
 



 



	
             
	
            FROM
 	
            BY
 	
            TO
 	
             

	
            DOE Share
 	
            $170,873,279  [**]
 	
            $  58,750,000
 	
            $229,623,279  [**]
 	
             

	
            Recipient Share
 	
            $  
 	
            [**]  
 	
            [**]
 	
            $  
 	
            [**]  
 	
            $  
 	
            [**]  
 	
            [**]
 
	
             
	
            $  
 	
            [**]
 	
            $  
 	
            [**]
 	
            $  
 	
            [**]
 	
             

																



 



	
            Budget Period #3 - - Phase IV – Demonstration
 



 



	
             
	
            FROM
 	
            BY
 	
            TO
 	
             

	
            DOE Share
 	
            $  50,363,889  [**]
 	
            $  
 	
            -0-
 	
            $  50,363,889  [**]
 	
             

	
            Recipient Share
 	
            $  
 	
            [**]  
 	
            [**]
 	
            $  
 	
            [**]  
 	
            $  
 	
            [**]  
 	
            [**]
 
	
             
	
            $  
 	
            [**]
 	
            $  
 	
            [**]
 	
            $  
 	
            [**]
 	
             

																	



 


 


3


 


 






 






DE-FC26-06NT42391


A003


 


 


Total Project


 



	
             
	
            FROM
 	
            BY
 	
            TO
 	
             

	
            DOE Share
 	
            $235,000,000  [**]
 	
            $  58,750,000
 	
            $293,750,000  [**]
 	
             

	
            Recipient Share
 	
            $  
 	
            [**]  
 	
            [**]
 	
            $  
 	
            [**]  
 	
            $  
 	
            [**]  
 	
            [**]
 
	
             
	
            $  
 	
            [**]
 	
            $  
 	
            [**]
 	
            $  
 	
            [**]
 	
             

												



 


B.  In accordance with Article 2.7 “Cost Overrun” (OCT 2003), the DOE has reached its maximum participation in support of overruns.  The above increase in the DOE’s cost share represents 25 percent of the original Government contribution as specified in the initial Cooperative Agreement.  The Government shall not share in any additional cost overruns.  Therefore, Southern Company Services, Inc. shall be responsible for all further cost overruns that may occur in order to complete the project in accordance with the Statement of Project Objectives contained in the Cooperative Agreement.


 


C.  Delete the budget page under Attachment C of Amendment No. A000 and replace with Enclosure 1 entitled “Attachment C – Budget Pages”.


 



	
            3.
 	
            Incremental funding is increased as follows:
 



 



	
            FROM
 	
            BY
 	
            TO
 



 



	
            $13,762,832
 	
            $229,623,279
 	
            $243,386,111
 	
             

	
            Block 16(b)(3)
 	
            Block 16(a)(1)
 	
            Block 16(b)(3)
 



 



	
            4.
 	
            Delete Clause 2.11 “Continuation Application and Funding (OCT 2004)” in its entirety and replace with the following:
 



 



	
            “2.11
 	
            Continuation Application and Funding  
 



 



	
            (a)
 	
            Continuation Application.  A continuation application is a non-competitive application for an additional budget period within a previously approved project period.  At least 90 days before the end of each budget period, you must submit to the DOE Project Officer identified in Block 11 and the DOE Award Administrator identified in Block 12 of the Notice of Financial Assistance Award your continuation application, which includes the following information:
 



 


1.            A report on your progress towards meeting the objectives of the project, including any significant findings, conclusions, or developments, and an estimate of any unobligated balances remaining at the end of the budget period.  If the remaining unobligated balance is estimated to exceed 20 percent of the funds available for the budget period, explain why the excess funds have not been obligated and how they will be used in the next budget period.


 


2.            A detailed budget and supporting justification for the upcoming budget period if additional funds are requested, a reduction of funds is anticipated, or a budget for the upcoming budget period was not approved at the time of award. 


 


3.            A description of your plans for the conduct of the project during the upcoming budget period, if there are changes from the DOE approved application.


 



	
            4.
 	
            A detailed cost proposal for Budget Period 3 for DOE review and approval.
 



 


 


4


 


 






 






DE-FC26-06NT42391


A003


 


 


 



	
            (b)
 	
            Continuation Funding.  Continuation funding is contingent on (1) availability of funds; (2) satisfactory progress towards meeting the objectives of your approved application; (3) submittal of required reports; and (4) compliance with the terms and conditions of the award.  
 
	
            (c)
 	
            The continuation application shall be submitted on the DOE 424A.  Technical and budgetary information   supporting the continuation application shall be provided in accordance with 10 CFR 600.26.  Forms for submission of continuation applications can be found at http://www.netl.doe.gov/business/index.html.”
 



 



	
            5.
 	
            The following changes are to be made to Attachment A - Statement of Project Objectives:
 



 



	
            A.
 	
            [**]
 



 



	
            B.
 	
            [**]
 



 



	
            C.
 	
            [**]
 



 



	
            D.
 	
            [**]
 



 



	
            6.
 	
            The following changes are to be made under Attachment B – Federal Assistance Reporting Checklist instructions:
 



 


A. Section III Topical Reports: Delete second paragraph because it is redundant.


 


B. Section V. Other Reporting, Environmental Reports:  Change the word “may” to “will” in the last sentence of the first paragraph.


 


C. In Section V. subsection A. Environmental Compliance Plan: In the second sentence of the paragraph change the word “Act” to “Plan.”


 


D. In Section V. subsection B. Environmental Monitoring Plan: Replace first paragraph with the following:


 


“DOE’s analysis of the potential environmental impacts of the proposed action has identified a need for environmental monitoring.  The Recipient will submit a draft Environmental Monitoring Plan (EMP) within 30 days of the start of Budget Period 2.  After consultation with DOE, the draft EMP will be revised, as necessary and a final EMP will be prepared.  The EMP may be revised as the project dictates.”


 



	
            7.
 	
            Delete Attachment D – Repayment Agreement in its entirety and replace with Enclosure 2 entitled “Attachment D – Amended and Restated Repayment Agreement”.
 



 


C.  All other terms and conditions remain unchanged.


 


 


5


 



 


 


 






 








 


 


 


 


Enclosure 1


 


Attachment C – Budget Pages


 


 

 


 







 








 



	
            Applicant Name:
 	
            Southern Company Services, Inc.
 	
            Award Number:
 	
            DE-FC26-06NT42391
 



 



	
            Budget Information - Non Construction Programs
 
	
            OMB Approval No. 0348-0044
 



 



	
            Section A - Budget Summary
 	
             
 
	
             
 	
            Grant Program Function or Activity
 	
            Catalog of Federal Domestic Assistance Number
 	
            Estimated Unobligated Funds
 	
            New or Revised Budget
 	
             

	
            Federal 
 	
            Non-Federal 
 	
            Federal
 	
            Non-Federal
 	
            Total
 	
             

	
             
 	
            (a)
 	
            (b)
 	
            (c )
 	
            (d)
 	
            (e)
 	
            (f)
 	
            (g)
 
	
            1.
 	
            Project Definition
 	
            81.089
 	
             
 	
             
 	
            $13,762,832
 	
            [**]
 	
            [**]
 
	
            2.
 	
            Design 
 	
            81.089
 	
             
 	
             
 	
            $24,336,315
 	
            [**]
 	
            [**]
 
	
            3.
 	
            Construction & Startup
 	
            81.089
 	
             
 	
             
 	
            $205,286,964
 	
            [**]
 	
            [**]
 
	
            4.
 	
            Demonstration
 	
            81.089
 	
             
 	
             
 	
            $50,363,889
 	
            [**]
 	
            [**]
 
	
            5.
 	
            Totals
 	
             
 	
            $0
 	
            $0
 	
            $293,750,000
 	
            [**]
 	
            $844,267,321
 
	
            Section B - Budget Categories
 	
             
 
	
            6.
 	
            Object Class Categories
 	
            Grant Program, Function or Activity
 	
            Total (5)
 
	
            (1) Project Definition
 	
            (2) Design
 	
            (3) Construction & Startup
 	
            (4) Demonstration
 
	
             
 	
            a.  Personnel
 	
            [**]
 	
            [**]
 	
            [**]
 	
            [**]
 	
            [**]
 
	
             
 	
            b.  Fringe Benefits
 	
             
 	
             
 	
             
 	
             
 	
            [**]
 
	
             
 	
            c.  Travel
 	
            [**]
 	
            [**]
 	
            [**]
 	
            [**]
 	
            [**]
 
	
             
 	
            d.  Equipment
 	
            [**]
 	
             
 	
            [**]
 	
            [**]
 	
            [**]
 
	
             
 	
            e.  Supplies
 	
             
 	
             
 	
             
 	
             
 	
            [**]
 
	
             
 	
            f.  Contractual
 	
            [**]
 	
            [**]
 	
            [**]
 	
            [**]
 	
            [**]
 
	
             
 	
            g.  Construction
 	
             
 	
             
 	
             
 	
             
 	
            [**]
 
	
             
 	
            h.  Other
 	
            [**]
 	
             
 	
            [**]
 	
             
 	
            [**]
 
	
             
 	
            i.  Total Direct Charges (sum of 6a-6h)
 	
            [**]
 	
            [**]
 	
            [**]
 	
            [**]
 	
            [**]
 
	
             
 	
            j.  Indirect Charges
 	
             
 	
             
 	
             
 	
             
 	
            [**]
 
	
             
 	
            k.  Totals (sum of 6i-6j)
 	
            [**]
 	
            [**]
 	
            [**]
 	
            [**]
 	
            [**]
 
	
             
 	
             

	
            7.
 	
            Program Income
 	
             
 	
             
 	
             
 	
             
 	
            $0
 
													



 



	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 	
            SF-424A (Rev. 4-92) 
 
	
            Previous Edition Usable
 	
             
 	
            Prescribed by OMB Circular A-102
 
	
            Authorized for Local Reproduction
 



 






 







 






 


 


 



	
            Section C - Non-Federal Resources
 	
             
 	
             

	
             
 	
            (a) Grant Program
 	
            (b) Applicant
 	
            (c ) State
 	
            (d) Other Sources
 	
            (e) Totals
 	
             

	
            8.
 	
            Project Definition
 	
             
 	
             
 	
            [**]
 	
            [**]
 	
             

	
            9.
 	
            Design
 	
             
 	
             
 	
            [**]
 	
            [**]
 	
             

	
            10.
 	
            Construction & Startup
 	
             
 	
             
 	
            [**]
 	
            [**]
 	
             

	
            11.
 	
            Demonstration
 	
             
 	
             
 	
            [**]
 	
            [**]
 	
             

	
            12.
 	
            Total (sum of lines 8 - 11)
 	
            $0
 	
            $0
 	
            $550,517,341
 	
            $550,517,341
 	
             

	
            Section D - Forecasted Cash Needs
 	
             
 	
             

	
             
 	
            Total for 1st Year
 	
            1st Quarter
 	
            2nd Quarter
 	
            3rd Quarter
 	
            4th quarter
 	
             

	
            13.
 	
            Federal
 	
            [**]
 	
             
 	
            [**]
 	
            [**]
 	
            [**]
 	
             

	
            14.
 	
            Non-Federal
 	
            [**]
 	
             
 	
            [**]
 	
            [**]
 	
            [**]
 	
             

	
            15.
 	
            Total (sum of lines 13 and 14)
 	
            [**]
 	
            [**]
 	
            [**]
 	
            [**]
 	
            [**]
 	
             

	
            Section E - Budget Estimates of Federal Funds Needed for Balance of the Project
 	
             
 	
             

	
            (a) Grant Program
 	
            Future Funding Periods (Years)
 	
             

	
            (b) First
 	
            (c ) Second
 	
            (d) Third
 	
            (e) Fourth
 	
             

	
            16.
 	
            Project Definition
 	
            $13,762,832
 	
             
 	
             
 	
             
 	
             

	
            17.
 	
            Design
 	
             
 	
            [**]
 	
             
 	
             
 	
             

	
            18.
 	
            Construction & Startup
 	
             
 	
            [**]
 	
             
 	
             
 	
             

	
            19.
 	
            Demonstration
 	
             
 	
             
 	
            $50,363,889
 	
             
 	
             

	
            20.
 	
            Total (sum of lines 16-19)
 	
            $13,762,832
 	
            $229,623,279
 	
            $50,363,889
 	
            $0
 	
             

	
            Section F - Other Budget Information
 	
             
 	
             

	
            21. Direct Charges
 	
             
 	
            22. Indirect Charges
 	
             
 
	
             
 	
             
 
	
            23.  Remarks
 	
             
 
	
             
 
	
             
 
	
             
 
	
             
 	
             
 	
             
 	
            SF-424A (Rev. 4-92) 
 
	
            Previous Edition Usable
 	
             
 	
             
 	
             
 	
             
 	
            Prescribed by OMB Circular A-102
 
	
             
 	
             
 	
            Authorized for Local Reproduction
 	
             
 
																					



 






 







 









 


 


 



 


 








 








 


 


 



 


 








 








 


 


 


 


Enclosure 2


 


Attachment D – Amended and Restated Repayment Agreement






 







 






 


 


ATTACHMENT D


AMENDED AND RESTATED REPAYMENT AGREEMENT


DE-FR26-06NT42392


 


[**]