__________________________________________________________________________
GULF POWER COMPANY
TO
THE CHASE MANHATTAN BANK (National Association)
(Formerly The Chase Manhattan Bank, Successor by Merger to
The Chase National Bank of the City of New York)
As Trustee.
SUPPLEMENTAL INDENTURE
providing among other things for
FIRST MORTGAGE BONDS
5 1/2% Pollution Control Series due February 1, 2026
Dated as of February 1, 1996
_____________________________________________________________________________
This instrument was prepared by G. Xxxxxx Xxxxxxx, Xx., Seventh Floor, Xxxxxx
Building, 0 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx 00000, and Xxxxxx X.
Xxxxxxxx, Xx., 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000, Xxxxxxx, Xxxxxxx
00000-0000.
SUPPLEMENTAL INDENTURE, dated as of February 1, 1996, made and entered
into by and between GULF POWER COMPANY, a corporation organized and existing
under the laws of the State of Maine (hereinafter commonly referred to as the
"Company"), and THE CHASE MANHATTAN BANK (National Association), a corporation
organized and existing under the laws of the United States of America, with its
principal office in the Borough of Manhattan, The City of New York, formerly The
Chase Manhattan Bank, successor by merger to The Chase National Bank of the City
of New York, as trustee (hereinafter commonly referred to as the "Trustee"), as
Trustee under the Indenture dated as of September 1, 1941 between the Company
and The Chase National Bank of the City of New York, as trustee, and The
Citizens & Peoples National Bank of Pensacola, as trustee (hereinafter commonly
referred to as the "Co-Trustee"), the Trustee and the Co-Trustee being
hereinafter commonly referred to as the "Trustees", securing bonds issued and to
be issued as provided therein (hereinafter sometimes referred to as the
"Indenture").
WHEREAS the Company and the Trustees have executed and delivered the
Indenture for the purpose of securing an issue of bonds of the 1971 Series
described therein and such additional bonds as may from time to time be issued
under and in accordance with the terms of the Indenture, the aggregate principal
amount of the bonds to be secured thereby being not limited, and the Indenture
fully describes and sets forth the property conveyed thereby and is of record in
the Office of the Clerk of the Circuit, Superior or Chancery Court of each
county in the States of Florida, Georgia and Mississippi in which this
Supplemental Indenture is to be recorded and is on file at the principal office
of the Trustee, above referred to; and
WHEREAS the Company and the Trustees, or the Trustee, as the case may
be, have executed and delivered various supplemental indentures for the purpose,
among others, of further securing said bonds and of setting forth the terms and
provisions relating to the bonds of other series described therein, which
supplemental indentures describe and set forth additional property conveyed
thereby and are also of record in the Offices of the Clerks of the Circuit,
Superior or Chancery Courts of some or all of the counties in the States of
Florida, Georgia and Mississippi in which this Supplemental Indenture is to be
recorded and are on file at the principal office of the Trustee, above referred
to; and
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WHEREAS effective December 9, 1993, the Company and the Trustee have
accepted the resignation of the Co-Trustee pursuant to Section 16.20 of the
Indenture; and
WHEREAS the Indenture provides for the issuance of bonds thereunder in
one or more series and the Company, by appropriate corporate action in
conformity with the terms of the Indenture, has duly determined to create a
series of bonds under the Indenture to be designated as "5 1/2% Pollution
Control Series due February 1, 2026" (hereinafter sometimes referred to as the
"Forty-fifth Series"), each of which bonds shall bear the descriptive title of
"First Mortgage Bond", the bonds of such series to bear interest at the annual
rate designated in the title thereof and to mature February 1, 2026; and
WHEREAS each of the bonds of the Forty-fifth Series is to be
substantially in the following form, with appropriate insertions and deletions,
to-wit:
[FORM OF BOND OF THE FORTY-FIFTH SERIES]
GULF POWER COMPANY
First Mortgage Bond, 5 1/2% Pollution
Control Series Due February 1, 2026
No.......... $..............
Gulf Power Company, a Maine corporation (hereinafter called the
"Company"), for value received, hereby promises to pay to Xxxxxxx Bank,
Gulfport, Mississippi (as trustee under the Trust Indenture dated as of February
1, 1996 of the Mississippi Business Finance Corporation, relating to the Revenue
Bonds (hereinafter mentioned)) or registered assigns, the principal sum of
Dollars on February 1, 2026, and to pay to the registered holder hereof interest
on said sum from the latest semi-annual interest payment date to which interest
has been paid on the bonds of this series preceding the date hereof, unless the
date hereof be an interest payment date to which interest is being paid, in
which case from the date hereof, or unless the date hereof is prior to August 1,
1996, in which case from February 1, 1996, at the rate per annum, until the
principal hereof shall have become due and payable, specified in the title of
this bond, payable on
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February 1 and August 1 in each year commencing August 1, 1996.
The obligation of the Company to make payments with respect to the
principal of and premium, if any, and interest on bonds of this series shall be
fully or partially, as the case may be, satisfied and discharged to the extent
that, at any time that any such payment shall be due, the Company shall have
made payments as required by the Company's Note dated February 29, 1996 issued
pursuant to Section 3.2 of the Loan Agreement dated as of February 1, 1996
(hereinafter referred to as the "Agreement") between the Mississippi Business
Finance Corporation and the Company, sufficient to pay fully or partially the
then due principal of and premium, if any, and interest on the Mississippi
Business Finance Corporation Pollution Control Revenue Refunding Bonds, Series
1996 (Gulf Power Company Project) (hereinafter referred to as the "Revenue
Bonds") or there shall be in the Bond Fund established pursuant to Section 5.02
of the Trust Indenture dated as of February 1, 1996 (hereinafter referred to as
the "Revenue Bond Indenture") of the Mississippi Business Finance Corporation to
Xxxxxxx Bank, Gulfport, Mississippi, trustee (hereinafter, together with any
successor trustee under the Revenue Bond Indenture, referred to as the "Revenue
Bond Trustee"), sufficient available funds to pay fully or partially the then
due principal of and premium, if any, and interest on the Revenue Bonds. The
Trustee (hereinafter mentioned) may conclusively presume that the obligation of
the Company to make payments with respect to the principal of and premium, if
any, and interest on bonds of this series shall have been fully satisfied and
discharged unless and until the Trustee shall have received a written notice
from the Revenue Bond Trustee stating (i) that timely payment of the principal
of or premium, if any, or interest on the Revenue Bonds has not been made, (ii)
that there are not sufficient available funds in such Bond Fund to make such
payment and (iii) the amount of funds required to make such payment.
This bond is one of the bonds issued and to be issued from time to time
under and in accordance with and all secured by an indenture of mortgage or deed
of trust dated as of September 1, 1941, between the Company and The Chase
National Bank of the City of New York to which The Chase Manhattan Bank (now The
Chase Manhattan Bank (National Association)) is successor by merger (hereinafter
sometimes referred to as the "Trustee"), and The Citizens & Peoples National
Bank of Pensacola, as Trustees, and
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indentures supplemental thereto, to which indenture and indentures supplemental
thereto (hereinafter referred to collectively as the "Indenture") reference is
hereby made for a description of the property mortgaged and pledged, the nature
and extent of the security and the rights, duties and immunities thereunder of
the Trustee and the rights of the holders of said bonds and of the Trustee and
of the Company in respect of such security, and the limitations on such rights.
By the terms of the Indenture the bonds to be secured thereby are issuable in
series which may vary as to date, amount, date of maturity, rate of interest and
in other respects as in the Indenture provided.
Upon notice given by mailing the same, by first class mail postage
prepaid, not less than thirty nor more than forty-five days prior to the date
fixed for redemption to each registered holder of a bond to be redeemed (in
whole or in part) at the last address of such holder appearing on the registry
books, any or all of the bonds of this series may be redeemed by the Company at
any time and from time to time by the payment of the principal amount thereof
and accrued interest thereon to the date fixed for redemption, if redeemed by
the operation of the improvement fund or the replacement provisions of the
Indenture or by the use of proceeds of released property, as more fully set
forth in the Indenture.
In the manner provided in the Indenture, the bonds of this series are
also redeemable in whole, by payment of the principal amount thereof plus
accrued interest thereon to the date fixed for redemption, upon receipt by the
Trustee of a written demand from the Revenue Bond Trustee stating that the
principal amount of all the Revenue Bonds then outstanding under the Revenue
Bond Indenture has been declared immediately due and payable pursuant to Section
8.02 of the Revenue Bond Indenture. As provided in the Indenture, the date fixed
for such redemption shall be not more than 180 days after receipt by the Trustee
of the aforesaid written demand and shall be specified in a notice of redemption
to be given not more than 10 nor less than 5 days prior to the date so fixed for
such redemption. As in the Indenture provided, such notice of redemption shall
be rescinded and become null and void for all purposes under the Indenture upon
rescission of the aforesaid written demand under the Revenue Bond Indenture, and
thereupon no redemption of the bonds of this series and no payments in respect
thereof as specified in such notice of redemption shall be effected or required.
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In the manner and to the extent provided in the Indenture, the bonds of
this series are also redeemable in whole at any time or in part from time to
time upon receipt by the Trustee of a written demand from the Revenue Bond
Trustee specifying a principal amount of Revenue Bonds which have been called
for redemption pursuant to the second or third paragraph of Section 3.01 of the
Revenue Bond Indenture. As and to the extent provided in the Indenture, bonds of
this series equal in principal amount to the principal amount of such Revenue
Bonds to be redeemed will be redeemed on the date fixed for redemption of the
Revenue Bonds at the principal amount of such bonds of this series and accrued
interest thereon to the date fixed for redemption, together (in the case of a
redemption coincident with a redemption of Revenue Bonds pursuant to the third
paragraph of Section 3.01 of the Revenue Bond Indenture) with a premium equal to
a percentage of the principal amount thereof determined as set forth in the
following tabulation:
If Redeemed During the Twelve Months' Period Ending the
Last Day of January,
Regular
Redemption
Year Premium
2002 2%
2003 1%
and without premium if redeemed on or after February 1, 2003.
In case of certain defaults as specified in the Indenture, the principal
of this bond may be declared or may become due and payable on the conditions, at
the time, in the manner and with the effect provided in the Indenture.
No recourse shall be had for the payment of the principal of or premium,
if any, or interest on this bond, or for any claim based hereon, or otherwise in
respect hereof or of the Indenture, to or against any incorporator, stockholder,
director or officer, past, present or future, as such, of the Company, or of any
predecessor or successor company, either directly or through the Company, or
such predecessor or successor company, under any constitution or statute or rule
of law, or by the enforcement of any assessment or penalty, or otherwise, all
such liability of
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incorporators, stockholders, directors and officers, as such, being waived and
released by the holder and owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Indenture.
Every bond of this series shall be dated as of the date of
authentication.
This bond is transferable by the registered owner hereof, in person or
by attorney duly authorized, at the principal office of the Trustee, in the
Borough of Manhattan, The City of New York, but only in the manner prescribed in
the Indenture, upon the surrender and cancellation of this bond and the payment
of charges for transfer, and upon any such transfer a new bond or bonds of the
same series and maturity date and for the same aggregate principal amount, in
authorized denominations, will be issued to the transferee in exchange herefor.
The Company and the Trustee may deem and treat the person in whose name this
bond is registered as the absolute owner for the purpose of receiving payment
and for all other purposes. Bonds of this series shall be exchangeable for bonds
of other authorized denominations having the same aggregate principal amount, in
the manner and upon the conditions prescribed in the Indenture. However,
notwithstanding the provisions of the Indenture, no charge shall be made upon
any transfer or exchange of bonds of this series other than for any tax or taxes
or other governmental charge required to be paid by the Company.
This bond shall not be valid or become obligatory for any purpose unless
and until it shall have been authenticated by the execution by the Trustee or
its successor in trust under the Indenture of the certificate endorsed hereon.
IN WITNESS WHEREOF, Gulf Power Company has caused this bond to be
executed in its name by its President or one of its Vice Presidents by his
signature or a facsimile thereof, and its corporate seal or facsimile thereof to
be affixed hereto or imprinted hereon and attested by its Secretary or one
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of its Assistant Secretaries by his signature or a facsimile thereof.
Dated
GULF POWER COMPANY,
By: ___________________
President
Attest:
_______________________________
Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
TRUSTEE'S CERTIFICATE
This bond is one of the bonds, of the series designated therein,
described in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
(National Association),
As Trustee,
By: ______________________
Authorized Officer
AND WHEREAS all acts and things necessary to make the bonds, when
authenticated by the Trustee and issued as in the Indenture, as heretofore
supplemented and amended, and in this Supplemental Indenture provided, the
valid, binding and legal obligations of the Company, and to constitute the
Indenture, as heretofore supplemented and amended, and this Supplemental
Indenture valid, binding and legal instruments for the security thereof, have
been done and performed, and the creation, execution and delivery of the
Indenture, as heretofore supplemented and amended, and this Supplemental
Indenture and the creation, execution and issue of bonds subject to the terms
hereof and of the Indenture, have in all respects been duly authorized;
NOW, THEREFORE, in consideration of the premises, and of the acceptance
and purchase by the holders thereof of the bonds issued and to be issued under
the Indenture, and of the sum of One Dollar duly paid by the Trustee to the
Company, and of other good and valuable considerations, the
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receipt whereof is hereby acknowledged, and for the purpose of securing the due
and punctual payment of the principal of and premium, if any, and interest on
the bonds now outstanding under the Indenture, or the Indenture as supplemented
and amended, and the $21,200,000 principal amount of bonds of the Forty-fifth
Series currently proposed to be issued and all other bonds which shall be issued
under the Indenture, or the Indenture as supplemented and amended, and for the
purpose of securing the faithful performance and observance of all covenants and
conditions therein and in any indenture supplemental thereto set forth, the
Company has given, granted, bargained, sold, transferred, assigned,
hypothecated, pledged, mortgaged, warranted, aliened and conveyed and by these
presents does give, grant, bargain, sell, transfer, assign, hypothecate, pledge,
mortgage, warrant, alien and convey unto The Chase Manhattan Bank (National
Association), as Trustee, as provided in the Indenture, and its successor or
successors in the trust thereby and hereby created and to its or their assigns
forever, all the right, title and interest of the Company in and to all
improvements and additions to property of the Company subject to the lien of the
Indenture made, constructed or otherwise acquired by it and not heretofore
described in the Indenture or any supplement thereto and not heretofore released
from the lien of the Indenture, together (subject to the provisions of Article X
of the Indenture) with the tolls, rents, revenues, issues, earnings, income,
products and profits thereof, and does hereby confirm that the Company will not
cause or consent to a partition, either voluntary or through legal proceedings,
of property, whether herein described or heretofore or hereafter acquired, in
which its ownership shall be as a tenant in common except as permitted by and in
conformity with the provisions of the Indenture and particularly of Article X
thereof.
TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in any wise appertaining to said premises, property,
franchises and rights, or any thereof, referred to in the foregoing granting
clauses, with the reversion and reversions, remainder and remainders and
(subject to the provisions of Article X of the Indenture) the tolls, rents,
revenues, issues, earnings, income, products and profits thereof, and all the
estate, right, title and interest and claim whatsoever, at law as well as in
equity, which the Company now has or may hereafter acquire in and to the
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aforesaid premises, property, franchises and rights and every part and parcel
thereof.
TO HAVE AND TO HOLD all said premises, property, franchises and rights
hereby conveyed, assigned, pledged or mortgaged, or intended so to be, unto the
Trustee, its successor or successors in trust, and its or their assigns forever;
BUT IN TRUST, NEVERTHELESS, with power of sale, for the equal and
proportionate benefit and security of the holders of all bonds and interest
coupons now or hereafter issued under the Indenture, as supplemented and
amended, pursuant to the provisions thereof, and for the enforcement of the
payment of said bonds and coupons when payable and the performance of and
compliance with the covenants and conditions of the Indenture, as supplemented
and amended, without any preference, distinction or priority as to lien or
otherwise of any bond or bonds over others by reason of the difference in time
of the actual issue, sale or negotiation thereof or for any other reason
whatsoever, except as otherwise expressly provided in the Indenture, as
supplemented and amended; and so that each and every bond now or hereafter
issued thereunder shall have the same lien, and so that the principal of and
premium, if any, and interest on every such bond shall, subject to the terms of
the Indenture, as supplemented and amended, be equally and proportionately
secured thereby and hereby, as if it had been made, executed, delivered, sold
and negotiated simultaneously with the execution and delivery of the Indenture.
AND IT IS EXPRESSLY DECLARED that all bonds issued and secured
thereunder and hereunder are to be issued, authenticated and delivered, and all
said premises, property, franchises and rights hereby and by the Indenture, as
supplemented and amended, conveyed, assigned, pledged or mortgaged, or intended
so to be (including all the right, title and interest of the Company in and to
any and all premises, property, franchises and rights of every kind and
description, real, personal and mixed, tangible and intangible, thereafter
acquired by the Company and whether or not specifically described in the
Indenture or in any indenture supplemental thereto, except any therein expressly
excepted), are to be dealt with and disposed of, under, upon and subject to the
terms, conditions, stipulations, covenants, agreements, trusts, uses and
purposes in the Indenture, as supplemented and amended, expressed, and it is
hereby agreed as follows:
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SECTION 1. There is hereby created a series of bonds designated as
hereinabove set forth (said bonds being sometimes herein referred to as the
"bonds of the Forty-fifth Series"), and the form thereof shall be substantially
as hereinbefore set forth. Bonds of the Forty-fifth Series shall mature on the
date specified in the form thereof hereinbefore set forth, and the definitive
bonds of such series shall be issued only as registered bonds without coupons.
Bonds of the Forty-fifth Series shall be in such denominations as the Board of
Directors shall approve, and execution and delivery thereof to the Trustee for
authentication shall be conclusive evidence of such approval. The serial numbers
of bonds of the Forty-fifth Series shall be such as may be approved by any
officer of the Company, the execution thereof by any such officer to be
conclusive evidence of such approval.
Bonds of the Forty-fifth Series, until the principal thereof shall have
become due and payable, shall bear interest at the annual rate designated in the
title thereof, payable semi-annually on February 1 and August 1 in each year
commencing August 1, 1996.
The principal of and premium, if any, and the interest on the bonds of
the Forty-fifth Series shall be payable in any coin or currency of the United
States of America which at the time of payment is legal tender for public and
private debts, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, designated for that purpose.
Bonds of the Forty-fifth Series may be transferred at the principal
office of the Trustee, in the Borough of Manhattan, The City of New York. Bonds
of the Forty-fifth Series shall be exchangeable for other bonds of the same
series, in the manner and upon the conditions prescribed in the Indenture, upon
the surrender of such bonds at said principal office of the Trustee. However,
notwithstanding the provisions of Section 2.05 of the Indenture, no charge shall
be made upon any transfer or exchange of bonds of the Forty-fifth Series other
than for any tax or taxes or other governmental charge required to be paid by
the Company.
Any or all of the bonds of the Forty-fifth Series shall be redeemable at
any time and from time to time, prior to maturity, upon notice given by mailing
the same, by first class mail postage prepaid, not less than thirty nor more
than forty-five days prior to the date fixed for redemption to each registered
holder of a bond to be redeemed (in whole or in part) at the last address
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of such holder appearing on the registry books, at the principal amount
thereof and accrued interest thereon to the date fixed for redemption if
redeemed by the operation of Section 4 of the Supplemental Indenture dated as of
October 1, 1964 or of the improvement fund provisions of any Supplemental
Indenture other than this Supplemental Indenture or by the use of proceeds of
released property.
SECTION 2. The obligation of the Company to make payments with respect
to the principal of and premium, if any, and interest on the bonds of the
Forty-fifth Series shall be fully or partially, as the case may be, satisfied
and discharged, to the extent that, at the time that any such payment shall be
due, the Company shall have made payments as required by the Company's Note
dated February 29, 1996 issued pursuant to Section 3.2 of the Loan Agreement
dated as of February 1, 1996 (hereinafter referred to as the "Agreement")
between the Mississippi Business Finance Corporation and the Company sufficient
to pay fully or partially the then due principal of and premium, if any, and
interest on the Mississippi Business Finance Corporation Pollution Control
Revenue Refunding Bonds, Series 1996 (Gulf Power Company Project) (hereinafter
referred to as the "Revenue Bonds") or there shall be in the Bond Fund
established pursuant to Section 5.02 of the Trust Indenture dated as of February
1, 1996 (hereinafter referred to as the "Revenue Bond Indenture") of the
Mississippi Business Finance Corporation to Xxxxxxx Bank, Gulfport, Mississippi,
trustee (hereinafter, together with any successor trustee under the Revenue Bond
Indenture, referred to as the "Revenue Bond Trustee"), sufficient available
funds to pay fully or partially the then due principal of and premium, if any,
and interest on the Revenue Bonds. The Trustee may conclusively presume that the
obligation of the Company to make payments with respect to the principal of and
premium, if any, and interest on bonds of the Forty-fifth Series shall have been
fully satisfied and discharged unless and until the Trustee shall have received
a written notice from the Revenue Bond Trustee stating (i) that timely payment
of the principal of or premium, if any, or interest on the Revenue Bonds has not
been made, (ii) that there are not sufficient available funds in such Bond Fund
to make such payment and (iii) the amount of funds required to make such
payment.
In addition to redemption as provided in Section 1 hereof, Bonds of the
Forty-fifth Series shall also be redeemable in whole upon receipt by the Trustee
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of a written demand for the redemption of the bonds of the Forty-fifth Series
(hereinafter called "Redemption Demand") from the Revenue Bond Trustee, stating
that the principal amount of all the Revenue Bonds then outstanding under the
Revenue Bond Indenture has been declared immediately due and payable pursuant to
the provisions of Section 8.02 of the Revenue Bond Indenture, specifying the
date from which unpaid interest on the Revenue Bonds has then accrued and
stating that such acceleration of maturity has not been rescinded. The Trustee
shall within 10 days of receiving the Redemption Demand mail a copy thereof to
the Company stamped or otherwise marked to indicate the date of receipt by the
Trustee. The Company shall fix a redemption date for the redemption so demanded
(herein called the "Demand Redemption") and shall mail to the Trustee notice of
such date at least 30 days prior thereto. The date fixed for Demand Redemption
may be any day not more than 180 days after receipt by the Trustee of the
Redemption Demand. If the Trustee does not receive such notice from the Company
within 150 days after receipt by the Trustee of the Redemption Demand, the date
for Demand Redemption shall be deemed fixed at the 180th day after such receipt.
The Trustee shall mail notice of the date fixed for Demand Redemption
(hereinafter called the "Demand Redemption Notice") to the Revenue Bond Trustee
(and the registered holders of the bonds of the Forty-fifth Series, if other
than said Revenue Bond Trustee) not more than 10 nor less than 5 days prior to
the date fixed for Demand Redemption, provided, however, that the Trustee shall
mail no Demand Redemption Notice (and no Demand Redemption shall be made) if
prior to the mailing of the Demand Redemption Notice the Trustee shall have
received written notice of rescission of the Redemption Demand from the Revenue
Bond Trustee. Demand Redemption of the bonds of the Forty-fifth Series shall be
at the principal amount thereof and accrued interest thereon to the date fixed
for redemption, and such amount shall become and be due and payable, subject to
the first paragraph of this Section 2, on the date fixed for Demand Redemption
as above provided. Anything in this paragraph contained to the contrary
notwithstanding, if, after mailing of the Demand Redemption Notice and prior to
the date fixed for Demand Redemption, the Trustee shall have received a written
notice from the Revenue Bond Trustee that the Redemption Demand has been
rescinded or that the acceleration of maturity of the Revenue Bonds has been
rescinded, the Demand Redemption Notice shall thereupon, without further act of
the Trustee or the Company, be rescinded and become null and void for all
purposes hereunder and no redemption of the bonds of the Forty-fifth Series
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and no payments in respect thereof as specified in the Demand Redemption Notice
shall be effected or required.
Bonds of the Forty-fifth Series shall also be redeemable in whole at any
time, or in part from time to time (hereinafter called the "Regular
Redemption"), upon receipt by the Trustee of a written demand (hereinafter
referred to as the "Regular Redemption Demand") from the Revenue Bond Trustee
stating: (1) the principal amount of Revenue Bonds to be redeemed pursuant to
the third paragraph of Section 3.01 of the Revenue Bond Indenture; (2) the date
of such redemption and that notice thereof has been given as required by the
Revenue Bond Indenture; (3) that the Trustee shall call for redemption on the
stated date fixed for redemption of the Revenue Bonds a principal amount of
bonds of the Forty-fifth Series equal to the principal amount of Revenue Bonds
to be redeemed; and (4) that the Revenue Bond Trustee, as holder of all bonds of
the Forty-fifth Series then outstanding, waives notice of such redemption. The
Trustee may conclusively presume the statements contained in the Regular
Redemption Demand to be correct. Regular Redemption of the bonds of the
Forty-fifth Series shall be at the principal amount thereof and accrued interest
thereon to the date fixed for redemption, together with a premium equal to a
percentage of the principal amount thereof determined as set forth in the
tabulation appearing in the form of the bond hereinbefore set forth, and such
amount shall become and be due and payable, subject to the first paragraph of
this Section 2, on the date fixed for such Regular Redemption, which shall be
the date specified pursuant to item (2) of the Regular Redemption Demand as
above provided.
Bonds of the Forty-fifth Series shall also be redeemable in whole at any
time (hereinafter called the "Special Redemption") upon receipt by the Trustee
of a written demand (hereinafter referred to as the "Special Redemption Demand")
from the Revenue Bond Trustee stating: (1) that the outstanding Revenue Bonds
have been called for redemption in whole pursuant to the second paragraph of
Section 3.01 and Section 3.06 of the Revenue Bond Indenture; (2) the date of
such redemption and that notice thereof has been given as required by the
Revenue Bond Indenture; (3) that the Trustee shall call for redemption on the
stated date fixed for redemption of the Revenue Bonds a principal amount of
bonds of the Forty-fifth Series equal to the principal amount of the Revenue
Bonds to be redeemed; and (4) that the Revenue Bond Trustee, as holder
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of all bonds of the Forty-fifth Series then outstanding, waives notice of such
redemption. The Trustee may conclusively presume the statements contained in the
Special Redemption Demand to be correct. Special Redemption of the bonds of the
Forty-fifth Series shall be at the principal amount thereof and accrued interest
thereon to the date fixed for redemption but without premium, and such amount
shall become and be due and payable, subject to the first paragraph of this
Section 2, on the date fixed for such Special Redemption, which shall be the
date specified pursuant to item (2) of the Special Redemption Demand as above
provided.
SECTION 3. If any interest payment date for bonds of the Forty-fifth
Series shall be a legal holiday or a day on which banking institutions in the
Borough of Manhattan, The City of New York, are authorized by law to close, then
such interest payment date shall be the next succeeding day which shall not be a
legal holiday or a day on which such institutions are so authorized to close.
SECTION 4. Any written notice to the Trustee from the Revenue Bond
Trustee shall be signed by the Revenue Bond Trustee's duly authorized officer
therefor.
SECTION 5. The Company covenants that the provisions of Section 4 of the
Supplemental Indenture dated as of October 1, 1964, which are to remain in
effect so long as any bonds of the Tenth Series shall be outstanding under the
Indenture, shall remain in full force and effect so long as any bonds of the
Forty-fifth Series shall be outstanding under the Indenture.
SECTION 6. As supplemented by this Supplemental Indenture, the
Indenture, as heretofore supplemented and amended, is in all respects ratified
and confirmed and the Indenture, as heretofore supplemented and amended, and
this Supplemental Indenture shall be read, taken and construed as one and the
same instrument.
SECTION 7. Nothing in this Supplemental Indenture contained shall, or
shall be construed to, confer upon any person other than a holder of bonds
issued under the Indenture, the Company and the Trustee any right or interest to
avail himself of any benefit under any provision of the Indenture, as heretofore
supplemented and amended, or of this Supplemental Indenture.
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SECTION 8. The Trustee assumes no responsibility for or in respect of
the validity or sufficiency of this Supplemental Indenture or the due execution
hereof by the Company or for or in respect of the recitals and statements
contained herein, all of which recitals and statements are made solely by the
Company.
SECTION 9. This Supplemental Indenture may be executed in several
counterparts and all such counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.
-15-
IN WITNESS WHEREOF, said Gulf Power Company has caused this Supplemental
Indenture to be executed in its corporate name by its President or one of its
Vice Presidents and its corporate seal to be hereunto affixed and to be attested
by its Secretary or one of its Assistant Secretaries, and said The Chase
Manhattan Bank (National Association), as Trustee, has caused this Supplemental
Indenture to be executed in its corporate name by one of its Vice Presidents and
its corporate seal to be hereunto affixed and to be attested by one of its
Assistant Secretaries, in several counterparts, all as of the day and year first
above written.
GULF POWER COMPANY
By: ______________________
X. X. Xxxxxxxxxx
Vice President
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxx 00000
Attest:
_____________________________
Xxxxxx X. Xxxx, Secretary
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxx 00000
Signed, sealed and delivered this 26th day of February, 1996 by GULF POWER
COMPANY in the presence of:
___________________________
Xxxxxxx Xxxxxxxx
___________________________
Xxxx Xxxx
THE CHASE MANHATTAN BANK
(National Association), as
Trustee
By:________________________
Xxxxxxx Xxxxxx
Vice President
0 Xxxxx XxxxxXxxx Xxxxxx
0xx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attest:
___________________________
Xxxx X. Xxxxxxx, Xx.
Assistant Secretary
4 Chase XxxxxXxxx Xxxxxx
0xx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
Signed, sealed and delivered this 23rd day of February, 1996 by THE CHASE
MANHATTAN BANK (National Association) in the presence of:
Name:_______________________
Name:_______________________
STATE OF FLORIDA )
) ss:
COUNTY OF ESCAMBIA (
The foregoing instrument was acknowledged before me this 26th day of
February, 1996, by X. X. Xxxxxxxxxx, Vice President of GULF POWER COMPANY, a
Maine corporation, on behalf of the corporation. He is personally known to me
and did take an oath.
--------------------------------
Xxxxxxx Xxxxxxxxxxxx
Notary Public - State of Florida
My Commission Expires:
May 18, 1999
Commission Number:
CC 000000
XXXXX XX XXX XXXX )
) ss:
COUNTY OF KINGS )
The foregoing instrument was acknowledged before me this 23rd day of
February, 1996, by Xxxxxxx Xxxxxx, a Vice President of THE CHASE MANHATTAN BANK
(National Association), a United States corporation, on behalf of the
corporation. She is personally known to me and did take an oath.
____________________________
Name:_______________________
Notary Public
My Commission Expires:
____________________________
Commission Number:
____________________________
