Exhibit B-1
------------------------
and
GULF POWER COMPANY
LOAN AGREEMENT
Dated as of ______________
Relating to
$----------------
Pollution Control Revenue Refunding Bonds
(Gulf Power Company Project)
Series ____
ii
LOAN AGREEMENT
TABLE OF CONTENTS
(This Table of Contents is for convenience of reference
only and is not a part of this Loan Agreement)
PAGE
ARTICLE I: DEFINITIONS...................................................1
ARTICLE II: ACQUISITION AND COMPLETION OF THE PROJECT; ISSUANCE OF THE
BONDS......................................................2
SECTION 2.1. Acquisition and Completion of the Project..................2
SECTION 2.2. Issuance of the Bonds......................................2
ARTICLE III: LOAN BY ISSUER; PROVISIONS FOR PAYMENT.......................2
SECTION 3.1. Loan by Issuer.............................................2
SECTION 3.2. Delivery of Note by Company; Other Amounts Payable.........2
SECTION 3.3. Obligation of the Company Unconditional....................3
SECTION 3.4. Assignment and Pledge of Payments and Rights Under the
Note, the Deed of Trust and the Agreement..................3
ARTICLE IV: SPECIAL COVENANTS............................................4
SECTION 4.1. Use of Project.............................................4
SECTION 4.2. Indemnity Against Claims...................................4
SECTION 4.3. The Company to Maintain Its Corporate Existence;
Conditions Under Which Exceptions Permitted..............4
SECTION 4.4. Annual Statement...........................................4
SECTION 4.5. Further Assurances and Corrective Instruments..............5
SECTION 4.6. Maintenance of Project by Company..........................5
SECTION 4.7. Redemption or Purchase of Bonds............................5
SECTION 4.8. Non-Arbitrage Covenant.....................................5
ARTICLE V: EVENTS OF DEFAULT AND REMEDIES.................................6
SECTION 5.1. Events of Default..........................................6
SECTION 5.2. Remedies on Default........................................7
SECTION 5.3. Agreement to Pay Attorneys' Fees and Expenses..............7
SECTION 5.4. No Additional Waiver Implied by One Waiver.................8
ARTICLE VI MISCELLANEOUS.................................................8
SECTION 6.1. Term of This Agreement.....................................8
SECTION 6.2. Notices....................................................8
SECTION 6.3. Binding Effect.............................................8
SECTION 6.4. Severability...............................................8
SECTION 6.5. Amendments.................................................8
SECTION 6.6. Execution in Counterparts..................................9
SECTION 6.7. Applicable Law.............................................9
SECTION 6.8. Captions...................................................9
SECTION 6.9. Other Financing............................................9
LOAN AGREEMENT dated as of ________________ between ________________, a
_______________ as defined in ______________________________________________
(the "Act"), and a political subdivision of the State of _________ (the
"Issuer"), and GULF POWER COMPANY, a corporation organized and existing under
the laws of the State of Maine and qualified and doing business as an electric
utility in the State of __________ (the "Company"), evidencing the agreement of
the parties hereto.
In consideration of the respective representations and agreements
hereinafter contained, the parties hereto agree as follows (provided that in the
performance of the agreements of the Issuer herein contained, any obligation it
may thereby incur for the payment of money shall not be a general debt,
liability or obligation of the Issuer, or of the State of _________ or any
political subdivision thereof but shall be payable solely out of the revenues
and proceeds derived from this Agreement and the Note (as hereinafter defined)
and the sale of the Bonds referred to herein):
ARTICLE I
DEFINITIONS
"Bondholder", "Bonds", "Business Day", "Government Obligations",
"Refunded Bonds", "Remarketing Agent" and "Trustee" have the same meanings given
and assigned to such words in Article I of the Indenture (as hereinafter
defined).
"Agreement" means this Loan Agreement and any amendments and supplements
hereto.
"Deed of Trust" means the Subordinate Land Deed of Trust dated as of
_____________ between the Company, as grantor, and the Issuer, as beneficiary,
providing for the security conveyance of certain property of the Company
described therein.
"Event of Default" means any of the occurrences enumerated in Section 5.1
of this Agreement.
"Indenture" means the Trust Indenture dated as of _______________,
relating to Pollution Control Revenue Refunding Bonds (Gulf Power Company
Project), Series _____, between the Issuer and _______________________, as
Trustee, pursuant to which the Bonds are authorized to be issued, and including
any indenture supplemental thereto.
"Loan" means the loan to be made by the Issuer to the Company of the
proceeds (which shall be deemed to include the underwriting discounts, if any,
and original issue discount, if any) of the sale of the Bonds, exclusive of any
accrued interest paid by the initial purchasers of the Bonds upon the delivery
thereof.
"Note" means the non-negotiable promissory note of the Company issued
pursuant to Section 3.2 hereof, in the form set forth in Exhibit A hereto.
"Original Agreement" means the _________________ Agreement dated as of
________________ between the Issuer and the Company, delivered in connection
with the issuance of the Issuer's $__________ Pollution Control Revenue Bonds
(Gulf Power Company ___________ Project), Series ____.
"Plans" and "Project" have the same meanings given and assigned to such
words in Article I of the Original Agreement.
ARTICLE II
ACQUISITION AND COMPLETION OF THE PROJECT;
ISSUANCE OF THE BONDS
SECTION 2.1. Acquisition and Completion of the Project. The Company
represents that it has caused the acquisition, construction, installation and
equipping of the Project to be completed substantially in accordance with the
Plans.
SECTION 2.2. Issuance of the Bonds. In order to provide funds for the
purpose set forth in Section 3.1 hereof, the Issuer agrees that it will issue
and deliver the Bonds to the purchasers thereof at a price of par and apply and
deposit the proceeds thereof in accordance with the terms of the Indenture. The
Indenture shall be satisfactory in form and substance to the Company and shall
provide the manner in which, and the purposes for which, proceeds of Bonds may
be used and invested.
ARTICLE III
LOAN BY ISSUER; PROVISIONS FOR PAYMENT
SECTION 3.1. Loan by Issuer. The Issuer hereby agrees to make the Loan
to the Company in order to refund the Refunded Bonds. The Company hereby agrees
to cause the proceeds of the Bonds to be applied exclusively to such purpose and
to cause the redemption of the Refunded Bonds to be effected within 90 days
after the date of initial issuance of the Bonds.
SECTION 3.2. Delivery of Note by Company; Other Amounts Payable. In
order to evidence the Loan and the obligation of the Company to repay the same,
the Company shall execute and deliver the Note in a principal amount equal to
the aggregate principal amount of the Bonds and providing for payments which
correspond in time and amount with payments due on the Bonds. The Note shall be
dated the date of the initial authentication of, and mature on the same maturity
date as, the Bonds. If (i) on the date any payments on the Bonds are due there
are any available moneys on deposit with the Trustee which are not being held
for the payment of Bonds due and payable but which have not been presented for
payment, or (ii) on any date on which Bonds are required to be purchased
pursuant to the Bonds or Article III of the Indenture, there are available
moneys on deposit with the Trustee held for the payment of the purchase price
which are not being held for the payment of Bonds which have not been presented
for payment, then, in each case, such moneys shall be credited against the
payment then due under the Note, first in respect of interest and then, to the
extent of remaining moneys, in respect of principal.
The Company will also pay: (i) the fees, charges and reasonable
expenses of the Trustee and any paying agents under the Indenture, such fees,
charges and reasonable expenses to be paid directly to the Trustee or paying
agents for their respective accounts as and when such fees, charges and
reasonable expenses become due and payable, and (ii) any expenses in connection
with any redemption of the Bonds.
SECTION 3.3. Obligation of the Company Unconditional. The obligation of
the Company to make payments as provided in the Note and to perform and observe
the other agreements on its part contained herein shall be absolute and
unconditional notwithstanding any change in the tax or other laws of the United
States of America or of the State of ________ or any political subdivision of
either thereof or any failure of the Issuer to perform and observe any
agreement, whether express or implied, or any duty, liability or obligation
arising out of or connected with this Agreement. Nothing contained in this
Section 3.3 shall be construed to release the Issuer from the performance of any
of the agreements on its part herein contained; and, in the event the Issuer
should fail to perform any such agreement on its part, the Company may institute
such action against the Issuer as the Company may deem necessary to compel
performance so long as such action shall not violate the agreements on the part
of the Company contained in the preceding sentence, but in no event shall the
Company be entitled to any diminution of the amounts payable under the Note and
as provided in Section 3.2 hereof.
SECTION 3.4. Assignment and Pledge of Payments and Rights Under the
Note, the Deed of Trust and the Agreement. The Issuer shall assign to the
Trustee as security under the Indenture all rights, title and interests of the
Issuer in and to (i) the Note and all payments thereunder, (ii) the Deed of
Trust and (iii) this Agreement and all moneys receivable hereunder (except for
payments under Sections 4.2 and 5.3 hereof). The Company assents to such
assignment and hereby agrees that, as to the Trustee, its obligations to make
such payments shall be absolute and shall not be subject to any defense or any
right of set-off, counterclaim or recoupment arising out of any breach by the
Issuer or the Trustee of any obligation to the Company, whether hereunder or
otherwise, or out of any indebtedness or liability at any time owing to the
Company by the Issuer or the Trustee.
ARTICLE IV
SPECIAL COVENANTS
SECTION 4.1. Use of Project. The Issuer hereby acknowledges that it
shall have no rights to the use or possession of the Project. The Issuer hereby
further acknowledges that the Project will not constitute any part of the
security for the Bonds.
SECTION 4.2. Indemnity Against Claims. The Company will pay and
discharge and will indemnify and hold harmless the Issuer from (a) any lien or
charge upon payments by the Company to the Issuer under the Note or hereunder,
(b) any taxes, assessments, impositions and other charges upon payments by the
Company to the Issuer under the Note or hereunder and (c) any and all liability,
damages, costs and expenses arising out of or resulting from the transactions
contemplated by this Agreement and the Indenture, including the reasonable fees
and expenses of counsel. If any such lien or charge is sought to be imposed upon
payments, or any such taxes, assessments, impositions or other charges are
sought to be imposed, or any such liability, damages, costs and expenses are
sought to be imposed, the Issuer will give prompt notice to the Company, and the
Company shall have the sole right and duty to assume, and will assume, the
defense thereof, with full power to litigate, compromise or settle the same in
its sole discretion.
SECTION 4.3. The Company to Maintain Its Corporate Existence;
Conditions Under Which Exceptions Permitted. The Company agrees that during the
term of this Agreement it will maintain its corporate existence and
qualification to do business in ____________, will not dissolve or otherwise
dispose of all or substantially all of its assets and will not consolidate with
or merge into another corporation or permit one or more other corporations to
consolidate with or merge into it; provided, that the Company may, without
violating the agreements contained in this Section 4.3, consolidate with or
merge into another domestic corporation (i.e., a corporation incorporated and
existing under the laws of one of the states of the United States of America or
under the laws of the United States of America) or permit one or more other
corporations to consolidate with or merge into it, or sell or otherwise transfer
to another domestic corporation all or substantially all of its assets as an
entirety and thereafter dissolve, provided that, in the event the Company is not
the surviving, resulting or transferee corporation, as the case may be, the
surviving, resulting or transferee corporation assumes, accepts and agrees in
writing to pay and perform all of the obligations of the Company herein and
under the Note and is a _________ corporation or is qualified to do business in
_________ as a foreign corporation and that such consolidation or merger does
not result in the loss of the exclusion from gross income for federal income tax
purposes of interest on the outstanding Bonds.
SECTION 4.4. Annual Statement. The Company agrees to have an annual
audit made by its regular independent public accountants and within 180 days
after the close of each fiscal year to furnish the Trustee and any Bondholder
who may so request a balance sheet and statement of income and surplus showing
the financial condition of the Company and its consolidated subsidiaries, if
any, at the close of such fiscal year and the results of operations of the
Company and its consolidated subsidiaries, if any, for such fiscal year,
accompanied by a certificate or opinion of said accountants. The requirements of
this Section 4.4 may be satisfied by the submission to the Trustee and each
Bondholder who may request such information of the Company's annual report to
its shareholders.
SECTION 4.5. Further Assurances and Corrective Instruments. The Issuer
and the Company agree that they will, from time to time, execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered, such
supplements hereto and such further instruments as may reasonably be required
for correcting any inadequate or incorrect description of the Project and for
carrying out the intention or facilitating the performance of this Agreement.
SECTION 4.6. Maintenance of Project by Company. The Company agrees that
during the term of this Agreement it will pay all costs of operating,
maintaining and repairing the Project; provided, however, that the Company shall
not be under any obligation to renew, repair or replace any inadequate,
obsolete, worn-out, unsuitable, undesirable or unnecessary portion of the
Project.
SECTION 4.7. Redemption or Purchase of Bonds. The Issuer shall take all
steps then necessary under the applicable provisions of the Indenture for the
redemption or purchase (other than a purchase pursuant to tenders as provided in
the form of Bonds or in lieu of redemption as provided in Section 3.07 of the
Indenture) of Bonds upon receipt, not less than ten days prior to the day on
which the Trustee is required to give notice (if any) thereof pursuant to the
Indenture, by the Issuer and the Trustee from the Company of a written notice
specifying:
(a) the principal amount of Bonds to be redeemed or purchased;
(b) the date of such redemption or purchase; and
(c) in the case of a redemption of Bonds, directions to mail a notice
of redemption.
In the case of a purchase of Bonds, the written notice to the Trustee shall, if
available moneys on deposit with the Trustee are insufficient to purchase the
principal amount of Bonds specified in (a) above, be accompanied by a deposit
with the Trustee of cash or Government Obligations sufficient, together with
other available moneys on deposit with the Trustee, to make the directed
purchase of Bonds.
SECTION 4.8. Non-Arbitrage Covenant. The Company and the Issuer each
covenants that it shall take no action, nor shall the Company direct the taking
of any action or the making of any investment or use of the proceeds of the
Bonds or any other moneys, which would cause the Bonds to be treated as
"arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code
of 1986, as amended, and the proposed, temporary or final regulations thereunder
as such may be applicable or proposed to be applicable to the Bonds at the time
of such action, investment or use.
Without limiting the generality of the foregoing, the Company covenants
and agrees to comply with the requirements of Section 148(f) of the Internal
Revenue Code of 1986, as amended, and any proposed, temporary or final
regulations thereunder as may be applicable to the Bonds or the proceeds derived
from the sale of the Bonds or any other moneys.
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
SECTION 5.1. Events of Default. Each of the following shall be an "Event of
Default" under this Agreement:
(a) Failure by the Company to pay when due the amounts
required to be paid pursuant to the Note which failure, in the case of
such amounts in respect of interest on any Bond, continues for five
days, or the failure by the Company to pay within 30 days of the date
due any amounts required to be paid pursuant to this Agreement.
(b) Failure by the Company to observe and perform any
covenant, condition or agreement on its part to be observed or
performed hereunder, other than as referred to in subsection (a) of
this Section 5.1, for a period of 90 days after written notice,
specifying such failure and requesting that it be remedied, is given to
the Company by the Issuer or the Trustee, unless the Issuer and the
Trustee shall agree in writing to an extension of such period prior to
its expiration; provided, however, if the failure stated in the notice
cannot be corrected within the applicable period, the Issuer and the
Trustee will not unreasonably withhold their consent to an extension of
such period if corrective action is instituted by the Company within
the applicable period and diligently pursued until the default is
corrected.
(c) The dissolution or liquidation of the Company, except as
permitted by Section 4.3 hereof, or the commencement by the Company of
any case or proceeding seeking to have an order for relief entered on
its behalf as a debtor or to adjudicate it as bankrupt or insolvent or
seeking reorganization, liquidation, dissolution, winding-up,
arrangement, composition, readjustment of its debts or any other relief
under any bankruptcy, insolvency, reorganization or other similar law
of the United States or any state, or adjudication of the Company as
bankrupt, or an assignment by the Company for the benefit of its
creditors, or the entry by the Company into an agreement of composition
with its creditors, or the approval by a court of competent
jurisdiction of a petition applicable to the Company in any proceeding
for its reorganization instituted under the provisions of Title 11 of
the United States Code, as amended, or under any similar statutory
provision which may hereafter be enacted.
The foregoing provisions of Section 5.1(b) are subject to the limitation that,
if by reason of force majeure the Company is unable in whole or in part to carry
out its agreements herein contained other than those set forth in Sections 4.3
and 4.8 hereof, an Event of Default shall not be deemed to have occurred during
the continuance of such inability. The term "force majeure" as used herein shall
mean the following: acts of God; strikes; lockouts or other industrial
disturbances; acts of public enemies; orders of any kind of the government of
the United States or of the State of ___________ or any of their departments,
agencies or officials or of any civil or military authority; insurrections;
riots; epidemics; landslides; lightning; earthquakes; fire; hurricanes;
tornadoes; storms; floods; washouts; droughts; arrests; restraints of government
and people; civil disturbances; explosions; breakage or accident to machinery,
transmission lines, pipes or canals; partial or entire failure of utilities; or
any other cause or event not reasonably within the control of the Company. The
Company agrees, however, to remedy to the extent practicable with all reasonable
dispatch the effects of any force majeure preventing the Company from carrying
out its agreements; provided that the settlement of strikes, lockouts and other
industrial disturbances shall be entirely within the discretion of the Company,
and the Company shall not be required to make settlement of strikes, lockouts
and other industrial disturbances by acceding to the demands of the opposing
party or parties when such course is in the judgment of the Company unfavorable
to the Company.
SECTION 5.2. Remedies on Default. Whenever any Event of Default shall
have occurred and be continuing, the Issuer may, in addition to any other remedy
now or hereafter existing at law, in equity or by statute, take either or both
of the following remedial steps:
(a) By written notice to the Company, the Issuer may declare
all amounts payable pursuant to the Note to be immediately due and
payable, whereupon the same shall become immediately due and payable;
(b) The Issuer may take whatever action at law or in equity
may appear necessary or desirable to collect the amounts referred to in
(a) above then due and thereafter to become due, or to enforce
performance and observance of any obligation, agreement or covenant of
the Company under this Agreement.
Any amounts collected pursuant to action taken under this Section 5.2 shall be
deposited with the Trustee and applied in accordance with the provisions of the
Indenture or, if the Bonds have been fully paid (or provision for payment
thereof has been made in accordance with the provisions of the Indenture) and
the fees and expenses of the Trustee and the paying agents and all other amounts
required to be paid under the Indenture shall have been paid, to the Company.
SECTION 5.3. Agreement to Pay Attorneys' Fees and Expenses. In the
event the Company should breach any of the provisions of the Note or this
Agreement and the Issuer should employ attorneys or incur other expenses for the
collection of amounts payable hereunder or the enforcement of performance or
observance of any obligation or agreement on the part of the Company herein
contained, the Company agrees that it will on demand therefor pay to the Issuer
the reasonable fees of such attorneys and such other reasonable expenses so
incurred by the Issuer.
SECTION 5.4. No Additional Waiver Implied by One Waiver. In the event
any agreement contained in the Note or in this Agreement should be breached by
either party and thereafter waived by the other party, such waiver shall be
limited to the particular breach so waived and shall not be deemed to waive any
other breach hereunder.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1. Term of This Agreement. This Agreement shall remain in
full force and effect from the date hereof until such time as all of the
outstanding Bonds shall have been fully paid or provision made therefor in
accordance with the provisions of the Indenture, whichever shall first occur,
and the fees and expenses of the Trustee and any paying agents and all other
amounts payable by the Company under this Agreement and the Note shall have been
paid.
SECTION 6.2. Notices. All notices, certificates or other communications
hereunder shall be sufficiently given and shall be deemed given when delivered
or mailed by registered or certified mail, postage prepaid, addressed as
follows: if to the Issuer, to ____________________; if to the Company, at 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxx 00000, Attention: Treasurer, with copies to
Southern Company Services, Inc., 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx
00000, Attention: Corporate Finance Department; and if to the Trustee, at
_____________ __________. A duplicate copy of each notice, certificate or other
communication given hereunder by either the Issuer or the Company to the other
shall also be given to the Trustee. The Issuer, the Company and the Trustee may,
by notice given hereunder, designate any further or different addresses to which
subsequent notices, certificates or other communications shall be sent.
SECTION 6.3. Binding Effect. This Agreement shall inure to the benefit
of and shall be binding upon the Issuer, the Company and their respective
successors and assigns, subject, however, to the limitations contained in
Section 4.3 hereof.
SECTION 6.4. Severability. In the event any provision of this Agreement
shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other provision
hereof.
SECTION 6.5. Amendments. This Agreement may not be effectively
terminated except in accordance with the provisions hereof and may not be
effectively amended except by a written agreement in accordance with Article XI
of the Indenture and signed by the parties hereto.
SECTION 6.6. Execution in Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
SECTION 6.7. Applicable Law. This Agreement and the Note shall be governed
by and construed in accordance with the laws of the State of ___________.
SECTION 6.8. Captions. The captions or headings in this Agreement are for
convenience only and in no way define, limit or describe the scope or intent of
any provisions or sections of this Agreement.
SECTION 6.9. Other Financing. Notwithstanding anything in this
Agreement to the contrary, the Issuer and the Company may hereafter enter into
agreements to provide for the financing or refinancing of costs of the Project
or any portion thereof.
IN WITNESS WHEREOF, the Issuer and the Company have caused this
Agreement to be executed in their respective corporate names and their
respective corporate seals to be hereunto affixed and attested by their duly
authorized officers, all as of the date first above written.
-------------------------
[SEAL] By:
Chairman of the _____________ County
Board of County Commissioners
ATTEST:
Clerk of the ___________ County
Board of County Commissioners
GULF POWER COMPANY
[SEAL] By:
Vice President
ATTEST:
Assistant Secretary
EXHIBIT A
GULF POWER COMPANY
PROMISSORY NOTE
GULF POWER COMPANY ("Gulf"), a corporation organized and existing under
the laws of the State of Maine, acknowledges itself indebted and for value
received hereby promises to pay to the order of ____________________ (the
"County"), and its successors and assigns, the principal sum of
___________________________________________________ DOLLARS ($______________)
together with interest on the unpaid principal balance thereof from the date
hereof until Gulf's obligations with respect to the payment of such sum shall be
discharged at the rate or rates borne by the Bonds referred to below. As
additional interest hereon there shall be payable, and Gulf promises to pay when
due, amounts which shall equal the premium, if any, due on such Bonds in
connection with the redemption thereof. Gulf further promises to pay the
purchase price of such Bonds as hereinbelow provided.
This Note is issued to evidence the Loan (as defined in the Agreement
hereinafter referred to) of the County to Gulf and the obligation of Gulf to
repay the same and shall be governed by and be payable in accordance with the
terms and conditions of a loan agreement (the "Agreement") between the County
and Gulf dated as of ___________, pursuant to which the County has loaned to
Gulf the proceeds of the sale of the County's $___________ of Pollution Control
Revenue Refunding Bonds (Gulf Power Company Project), Series _____ (the
"Bonds"). This Note (together with the Agreement) has been assigned to
______________________ (the "Trustee"), acting pursuant to a trust indenture
dated as of ______________ (the "Indenture") between the County and the Trustee,
and may not be assigned by the Trustee except to a successor Trustee pursuant to
the terms of the Indenture. Such assignment is made as security for the Bonds.
The Bonds are dated and bear interest in accordance with the provisions of the
Indenture, and mature on _______________. The Bonds are subject to redemption
prior to maturity as provided therein.
Subject to the provisions of the Agreement, payments hereon are to be
made by paying to the Trustee, as assignee of the County, in funds which will be
immediately available on the day payment is due, amounts which, and at or before
times which, shall correspond to the payments with respect to the principal of
and premium, if any, and interest on the Bonds whenever and in whatever manner
the same shall become due, whether at stated maturity, upon redemption or
declaration or otherwise, and the purchase price of Bonds required to be
purchased under the Indenture. If (i) on the date any payments on the Bonds are
due there are any available moneys on deposit with the Trustee which are not
being held for the payment of Bonds due and payable but which have not been
presented for payment, or (ii) on any date on which Bonds are required to be
purchased pursuant to the Bonds or Article III of the Indenture, there are
available moneys on deposit with the Trustee held for the payment of the
purchase price which are not being held for the payment of Bonds which have not
been presented for payment, then, in each case, such moneys shall be credited
against the payment then due hereunder, first in respect of interest and then,
to the extent of remaining moneys, in respect of principal. Upon the occurrence
of an Event of Default, as defined in the Agreement, the principal of and
interest on this Note may be declared immediately due and payable as provided in
the Agreement.
Neither the officers of Gulf nor any persons executing this Note shall
be liable personally or shall be subject to any personal liability or
accountability by reason of the issuance hereof.
IN WITNESS WHEREOF, Gulf Power Company has caused this Note to be
executed in its corporate name and on its behalf by its President, its Treasurer
or a Vice President by his manual signature, and its corporate seal to be
impressed hereon and attested by the manual signature of its Secretary or an
Assistant Secretary, all as of the date first above written.
GULF POWER COMPANY
By:
Attest:
ASSIGNMENT
Pay to the order of ____________________, as assignee of
_________________ under the Trust Indenture, dated as of _____________, between
________________________ and ______________, as Trustee, securing the payment of
_______________ Pollution Control Revenue Refunding Bonds (Gulf Power Company
Project), Series ____, in the original principal amount of $_______________.
-------------------------
By:
