Exhibit 4
GULF POWER COMPANY
TO
THE CHASE MANHATTAN BANK,
As Trustee.
SUPPLEMENTAL INDENTURE
providing among other things for
FIRST MORTGAGE BONDS
6 1/2% Series due November 1, 2006
Dated as of November 1, 1996
This instrument was prepared by G. Edison Holland, Jr., Seventh Floor, Blount
Building, 3 West Garden Street, Pensacola, Florida 32501, and Thomas J.
Hartland, Jr., 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia
30308-2216.
SUPPLEMENTAL INDENTURE, dated as of November 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, a banking corporation organized and
existing under the laws of the State of New York, with its principal office in
the Borough of Manhattan, The City of New York, formerly Chemical Bank,
successor by merger 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 (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 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
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 "6 1/2% Series due
November 1, 2006" (hereinafter sometimes referred to as the "Forty-seventh
Series"), each of which bonds shall also bear the descriptive title "First
Mortgage Bond", the bonds of such series to bear interest at the annual rate
designated in the title thereof and to mature November 1, 2006; and
WHEREAS each of the bonds of the Forty-seventh Series is to be
substantially in the following form, to-wit:
[FORM OF BOND OF THE FORTY-SEVENTH SERIES]
[FACE]
GULF POWER COMPANY
First Mortgage Bond, 6 1/2% Series Due November 1, 2006
No. $
Gulf Power Company, a Maine corporation (hereinafter called the
"Company"), for value received, hereby promises to pay to or registered assigns,
the principal sum of Dollars on November 1, 2006, 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 May 1, 1997, in which case from November 1, 1996 (or, if this
bond is dated between the record date for any interest payment date and such
interest payment date, then from such interest payment date, provided, however,
that if the Company shall default in payment of the interest due on such
interest payment date, then from the next preceding semi-annual interest payment
date to which interest has been paid on the bonds of this series, or if such
interest payment date is May 1, 1997, from November 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 May 1 and November 1 in each year.
The provisions of this bond are continued on the reverse hereof and
such continued provisions shall for all purposes have the same effect as though
fully set forth at this place.
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 a facsimile thereof
to be affixed hereto or imprinted hereon and attested by its Secretary or one 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,
as Trustee,
By
Authorized Officer
[REVERSE]
GULF POWER COMPANY
FIRST MORTGAGE BOND, 6 1/2% SERIES DUE NOVEMBER 1, 2006
The interest payable on any May 1 or November 1 will, subject to
certain exceptions provided in the Indenture hereinafter mentioned, be paid to
the person in whose name this bond is registered at the close of business on the
record date, which shall be the April 15 or October 15, as the case may be, next
preceding such interest payment date, or, if such April 15 or October 15 shall
be a legal holiday or a day on which banking institutions in the Borough of
Manhattan, The City of New York, are authorized to close, the next preceding day
which shall not be a legal holiday or a day on which such institutions are so
authorized to close. The principal of and the premium, if any, and interest on
this bond shall be payable at the office or agency of the Company in the Borough
of Manhattan, The City of New York, designated for that purpose, 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.
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 is
successor (hereinafter sometimes referred to as the "Trustee"), and The Citizens
& Peoples National Bank of Pensacola, as Trustees, and 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.
The bonds of this series may not be redeemed by operation of the
improvement fund or the replacement provisions of the Indenture or by the use of
proceeds of released property.
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
its option, at any time and from time to time by the payment of a regular
redemption price equal to the greater of (i) 100% of the principal amount of the
bonds being redeemed or (ii) the sum of the present values of the remaining
scheduled payments of principal of and interest on the bonds being redeemed
discounted to the date of redemption on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at a discount rate equal to the
Treasury Yield plus 5 basis points, plus, for (i) or (ii) above, whichever is
applicable, accrued interest on the bonds to the date of redemption.
"Treasury Yield" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of bonds to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the bonds of this series.
"Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day in New York City preceding such redemption date, as set forth in
the daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations
for US Government Securities" or (ii) if such release (or any successor release)
is not published or does not contain such prices on such business day, the
Reference Treasury Dealer Quotation for such redemption date.
"Independent Investment Banker" means an independent investment banking
institution of national standing appointed by the Company and reasonably
acceptable to the Trustee.
"Reference Treasury Dealer" means a primary US Government securities
dealer in New York City appointed by the Company and reasonably acceptable to
the Trustee.
"Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount and quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day in New York City preceding such redemption date).
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 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 office or agency 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.
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 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 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 $25,000,000 principal amount of bonds of the Forty-seventh Series
proposed to be initially 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, 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 the property described in Exhibit
"A" attached hereto and by this reference made a part hereof, 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 the 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
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:
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-seventh Series") and the form thereof shall be substantially
as hereinabove set forth. Bonds of the Forty-seventh Series shall mature on the
date specified in the form thereof hereinabove set forth, and the definitive
bonds of such series shall be issued only as registered bonds without coupons.
Bonds of the Forty-seventh 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-seventh 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-seventh 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 May 1 and November 1 in each
year.
The principal of and premium, if any, and the interest on the bonds of
the Forty-seventh 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-seventh Series may be transferred at the office or
agency of the Trustee, in the Borough of Manhattan, The City of New York. Bonds
of the Forty-seventh 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 office or agency 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 said series other than for any
tax or taxes or other governmental charge required to be paid by the Company.
The person in whose name any bond of the Forty-seventh Series is
registered at the close of business on any record date (as hereinbelow defined)
with respect to any interest payment date shall be entitled to receive the
interest payable on such interest payment date notwithstanding the cancellation
of such bond upon any transfer or exchange thereof subsequent to the record date
and prior to such interest payment date, except if and to the extent the Company
shall default in the payment of the interest due on such interest payment date,
in which case such defaulted interest shall be paid to the person in whose name
such bond (or any bond or bonds issued, directly or after intermediate
transactions, upon transfer or exchange or in substitution thereof) is
registered on a subsequent record date for such payment established as
hereinafter provided. A subsequent record date may be established by the Company
by notice mailed to the holders of bonds not less than ten days preceding such
record date, which record date shall be not less than five nor more than thirty
days prior to the subsequent interest payment date. The term "record date" as
used in this Section with respect to any regular interest payment date shall
mean the April 15 or October 15, as the case may be, next preceding such
interest payment date, or, if such April 15 or October 15 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, the next preceding day which
shall not be a legal holiday or a day on which such institutions are so
authorized to close.
Bonds of the Forty-seventh Series shall be dated as of the date of
authentication and shall bear interest from the latest semi-annual interest
payment date to which interest has been paid on the bonds of such series
preceding the date of authentication, unless such date of authentication be an
interest payment date to which interest is being paid on the bonds of such
series, in which case they shall bear interest from such date of authentication,
provided that bonds authenticated prior to the first interest payment date shall
bear interest from a date six months prior to such date. However, so long as
there is no existing default in the payment of interest on such bonds, the
holder of any bond authenticated by the Trustee between the record date for any
interest payment date and such interest payment date shall not be entitled to
the payment of the interest due on such interest payment date and shall have no
claim against the Company with respect thereto; provided, further, that if and
to the extent the Company shall default in the payment of the interest due on
such interest payment date, then any such bond shall bear interest from the May
1 or November 1, as the case may be, next preceding the date of such bond, to
which interest has been paid or, if the Company shall be in default with respect
to the interest due on May 1, 1997, then from November 1, 1996.
The bonds of the Forty-seventh Series shall not be redeemable by the
operation of Section 4 of the Supplemental Indenture dated as of October 1, 1964
or of Section 2 of this Supplemental Indenture or of the improvement fund
provisions of any supplemental indenture other than this Supplemental Indenture
or by the use of proceeds of released property.
Any or all of the bonds of the Forty-seventh Series shall be redeemable
at the option of the Company, 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 of the Forty-seventh
Series to be redeemed (in whole or in part) at the last address of such holder
appearing on the registry books, at a regular redemption price equal to the
greater of (i) 100% of the principal amount of the bonds of the Forty-seventh
Series being redeemed or (ii) the sum of the present values of the remaining
scheduled payments of principal of and interest on the bonds of the
Forty-seventh Series being redeemed discounted to the date of redemption on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
a discount rate equal to the Treasury Yield plus 5 basis points, plus, for (i)
or (ii) above, whichever is applicable, accrued interest on such bonds to the
date of redemption.
"Treasury Yield" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of bonds of the Forty-seventh Series to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such bonds.
"Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day in New York City preceding such redemption date, as set forth in
the daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations
for US Government Securities" or (ii) if such release (or any successor release)
is not published or does not contain such prices on such business day, the
Reference Treasury Dealer Quotation for such redemption date.
"Independent Investment Banker" means an independent investment banking
institution of national standing appointed by the Company and reasonably
acceptable to the Trustee.
"Reference Treasury Dealer" means a primary US Government securities
dealer in New York City appointed by the Company and reasonably acceptable to
the Trustee.
"Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount and quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day in New York City preceding such redemption date).
SECTION 2. The Company covenants that, so long as any bonds of the
Forty-seventh Series shall be outstanding under the Indenture, it will, on or
before June 1 in each year commencing with June 1, 1997:
(a) deposit with the Trustee subject to the
provisions of this Section cash and/or bonds of any series
authenticated under the Indenture then outstanding (taken at
their principal amount) in an amount equal to the "improvement
fund requirement" (which term, as used in this Section, shall
mean for any year an amount equal to one per centum (1%) of
the aggregate principal amount of bonds of the Forty-seventh
Series authenticated and delivered by the Trustee pursuant to
the provisions of Articles IV, V and VI of the Indenture,
prior to January 1 of that year, after deducting from such
aggregate principal amount the principal amount of bonds of
the Forty-seventh Series which, prior to January 1 of that
year, have been deposited with the Trustee for cancellation as
the basis for the release of property or for the withdrawal of
cash representing proceeds of released property or have been
purchased or redeemed by the use of proceeds of released
property); or
(b) to the extent that it does not so deposit cash
and/or bonds, certify to the Trustee unfunded net property
additions in an amount equal to one hundred sixty-six and
two-thirds per centum (166 2/3%) of the portion of the
improvement fund requirement not so satisfied.
The term "improvement fund certificate", as used in this Section, shall
mean an accountant's certificate filed by the Company with the Trustee pursuant
to this Section. Such certificate may be a separate certificate or it may be
combined with an improvement fund certificate or certificates filed pursuant to
the improvement fund provisions of the Indenture or of any other indenture or
indentures supplemental thereto.
On or before the first day of June in each year, beginning June 1,
1997, so long as any bonds of the Forty-seventh Series are outstanding under the
Indenture, the Company shall deliver to the Trustee an improvement fund
certificate showing the improvement fund requirement for that year, the amount
of cash, if any, and the principal amount of bonds authenticated under the
Indenture then outstanding, if any, then to be deposited by the Company with the
Trustee and, if the Company elects to satisfy the improvement fund requirement
for that year in whole or in part by the certification of unfunded net property
additions, the amount, if any, of unfunded net property additions to be
certified. The Company shall, concurrently with the delivery to the Trustee of
such certificate, deposit with the Trustee the amount of cash, if any, and the
principal amount of bonds, if any, shown in such certificate.
No property additions shall be certified in any improvement fund
certificate pursuant to the provisions of this Section unless there shall be
delivered to the Trustee with such certificate the applicable certificates,
opinion of counsel, instruments and cash, if any, required by paragraphs (3),
(4), (5), (7), (9) and (10) of Section 4.05 of the Indenture showing that the
Company has unfunded net property additions equal to the amount so certified.
The Trustee shall hold any cash deposited with it under the provisions
of this Section as a part of the mortgaged and pledged property until paid out
as hereinafter provided. Any cash deposited with the Trustee under the
provisions of this Section may, upon receipt by the Trustee of the written order
of the Company signed by its President or a Vice President, of a treasurer's
certificate such as is described in paragraph (2) of Section 4.05 of the
Indenture and of an opinion of counsel,
(1) be withdrawn, used or applied by the Company in accordance
with the provisions of paragraph (2), (3) or (4) of Section 10.05 of
the Indenture, except that any premium required to be paid to purchase
or redeem bonds shall be paid out of funds held by the Trustee under
this Section and the Company shall not be required to furnish the
Trustee with additional funds for such purpose or to reimburse the
Trustee or the improvement fund for moneys so paid out. Interest and
expenses in connection with purchases or redemptions pursuant to this
Section shall be dealt with as provided in Section 9.05 of the
Indenture; or
(2) be withdrawn by the Company to the extent of sixty per
centum (60%) of the amount of unfunded net property additions certified
to the Trustee for such purpose, but only upon receipt by the Trustee
of the applicable certificates, opinion of counsel, instruments and
cash, if any, required by paragraphs (3), (4), (5), (7), (9) and (10)
of Section 4.05 of the Indenture, showing that the Company has unfunded
net property additions equal to the amount so certified.
Bonds deposited with the Trustee pursuant to this Section, or purchased
or redeemed by the use of cash deposited pursuant to this Section, shall be
cancelled and shall not be thereafter made the basis for the authentication of
bonds, the withdrawal, use or application of cash, or the release of property,
under any of the provisions of the Indenture, or thereafter used to satisfy the
requirements of this Section or of any other improvement fund provided for in
the Indenture or in any indenture supplemental thereto or to satisfy any
replacement deficit pursuant to Section 4 of the Supplemental Indenture dated as
of October 1, 1964.
To the extent that unfunded net property additions are certified to the
Trustee to satisfy the improvement fund requirement for any year in whole or in
part or as a basis for the withdrawal of cash deposited with the Trustee under
the provisions of this Section, the amount of such unfunded net property
additions shall thereafter be deducted in computing the amount of unfunded net
property additions under Section 1.11 of the Indenture and in computing gross
property additions under Section 7.07 of the Indenture.
SECTION 3. 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-seventh Series shall be outstanding under the Indenture.
SECTION 4. 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 5. 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.
SECTION 6. 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 7. 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.
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, 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 or one of its Trust Officers, in several counterparts, all as of the
day and year first above written.
GULF POWER COMPANY
[SEAL] By:___________________________
A. E. Scarbrough
Vice President
500 Bayfront Parkway
Pensacola, Florida 32501
Attest:
- --------------------------
Warren E. Tate, Secretary
500 Bayfront Parkway
Pensacola, Florida 32501
Signed, sealed and delivered this 15th day of November, 1996 by GULF POWER
COMPANY, in the County of Escambia, State of Florida, in the presence of:
- --------------------------
Linda Malone
- --------------------------
Tina James
THE CHASE MANHATTAN BANK,
as Trustee
By:___________________________
Valerie Dunbar
Vice President
450 West 33rd Street
New York, New York 10001
Attest:
- --------------------------
Lucia Jaklitsch
Corporate Trust Officer
450 West 33rd Street
New York, New York 10001
Signed, sealed and delivered this 15th day of November 1996 by THE CHASE
MANHATTAN BANK in the presence of:
- --------------------------
Deirdra N. Ross
- --------------------------
Patricia M. Marshall
STATE OF FLORIDA )
)
COUNTY OF ESCAMBIA )
The foregoing instrument was acknowledged before me this 15th day of
November, 1996, by A. E. Scarbrough, 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.
---------------------------
Candace Klinglesmith
Notary Public - State of Florida
County of Escambia
[NOTARIAL SEAL] My Commission Expires: 5/18/99
Commission No.: CC 446149
STATE OF NEW YORK )
)
COUNTY OF KINGS )
The foregoing instrument was acknowledged before me this 15th day of
November, 1996, by Valerie Dunbar, a Vice President of THE CHASE MANHATTAN
BANK, a New York banking corporation, on behalf of the corporation. She
is personally known to me and did take an oath.
-----------------------------
Della K. Benjamin
Notary Public
State of New York
[NOTARIAL SEAL] No. 01BE4659667
Qualified in Kings County
Commission Expires 4/30/97
Exhibit A
I.
STEAM GENERATING PLANTS
1. All additions to Crist Steam Plant, located on Governor's Bayou and
Thompson's Bayou near Pensacola, Florida in Escambia County, not heretofore
described in the Indenture or any supplement thereto and not heretofore released
from the lien of the Indenture.
2. All additions to Scholz Steam Plant, located on the west bank of the
Apalachicola River in Jackson County near Chattahoochee, Florida, not heretofore
described in the Indenture or any supplement thereto and not heretofore released
from the lien of the Indenture.
3. All additions to Lansing Smith Steam Plant located on Alligator
Bayou and North Bay near Panama City, Florida situated in Bay County, not
heretofore described in the Indenture or any supplement thereto and not
heretofore released from the lien of the Indenture.
4. All additions to Caryville Electric Generating Plant Site, located
on Choctawhatchee River situated in Holmes and Washington Counties, in the State
of Florida, not heretofore described in the Indenture or any supplement thereto
and not heretofore released from the lien of the Indenture.
5. A 50% undivided interest in all additions to V. J. Daniel
Electric Generating Plant, located on the Pascagoula River, near Pascagoula,
Mississippi situated in Jackson County, not heretofore described in the
Indenture or any supplement thereto and not heretofore released from the lien
of the Indenture.
6. A 25% undivided interest in all additions to Unit No. 3 and a 6.25%
undivided interest in all additions to Common Facilities of Plant Scherer
Electric Generating Plant, located in Monroe County, Georgia, not heretofore
described in the Indenture or any supplement thereto and not heretofore released
from the lien of the Indenture.
II.
ELECTRIC TRANSMISSION LINES
All the electric transmission lines of the Company acquired or
constructed by it and not heretofore described in the Indenture or any
supplement thereto and not heretofore released from the lien of the Indenture,
including towers, poles, pole lines, wires, switch racks, switchboards,
insulators and other appliances and equipment, and all other property, real or
personal, forming a part of or appertaining to or used, occupied or enjoyed in
connection with such transmission lines or any of them, or adjacent thereto, and
all service lines extending therefrom; together with all real
property, rights of way, easements, permits, privileges, franchises and rights
for or relating to the construction, maintenance or operation thereof, through,
over, under or upon any private property or any public streets or highways
within as well as without the corporate limits of any municipal corporation or
other governmental subdivision, including property in the State of Florida,
described as follows:
East Bay - Hurlburt 115 kv Transmission Line extending ten (10) miles
from the East Bay Substation in Santa Rosa County to the Hurlburt Substation in
Okaloosa County, Florida.
Together with lands in Santa Rosa County upon which a portion of said
Transmission Line is located, described as:
Lot Five (5), Block Thirty-nine (39), Second Addition to Navarre, as
recorded in Plat Book "C", Page 31, in the Public Records of Santa Rosa
County, Florida.
Also:
That certain parcel of land lying in Section 17, Township 2 South,
Range 26 West, County of Santa Rosa, State of Florida, which is more
particularly described as follows:
Commence at an iron rod and cap stamped "L. J. Parker #3286"
at the Southeast corner of Section 17, Township 2 South, Range
26 West, Santa Rosa County, Florida; thence go North 02
degrees 20 minutes 33 seconds East a distance of 1994.99 feet
along the East line of said Section 17 to a point; thence go
North 80 degrees 54 minutes 46 seconds West a distance of
124.94 feet; thence go North 12 degrees 57 minutes 11 seconds
West a distance of 835.07 feet to the Point of Beginning of
the following described parcel; thence go North 87 degrees 45
minutes 31 seconds West a distance of 127.76 feet to a point
on the Easterly right of way line of Florida State Highway #87
(a 66 foot right of way); thence North 10 degrees 19 minutes
57 seconds East a distance 101.01 feet along the Easterly
right of way of said highway; thence South 87 degrees 45
minutes 31 seconds East a distance of 138.19 feet; thence
South 12 degrees 57 minutes 11 seconds East a distance of
103.63 feet; thence North 87 degrees 45 minutes 31 seconds
West a distance of 51.81 feet to the Point of Beginning. All
lying and being in Section 17, Township 2 South, Range 26
West, Santa Rosa County, Florida. Containing 15,888.571 square
feet or 0.365 acres, more or less.
Said Transmission Line is constructed on easements described as
follows:
Transmission line easements recorded in Official Records Book 1484,
Page 1305, dated July 14, 1995; Official Records Book 1475, Page 1306,
dated June 8, 1995; Official Records Book 1475, Page 1311, dated June
8, 1995; Official Records Book 1475, Page 1309, dated June 7, 1995;
Official Records Book 1460, Page 1125, dated February 21, 1995;
Official Records Book 1520, Page 1349, dated December 6, 1995; Official
Records Book 1520, Page 1355, dated September 21, 1995; Official
Records Book 1520, Page 1357, dated October 11, 1995; all being in
Santa Rosa County, Florida; AND: Official Records Book 2020, Page 792,
dated June 21, 1996; Official Records Book 2020, Page 801, dated July
14, 1996; Official Records Book 2020, Page 803, dated July 26, 1996;
Official Records Book 2020, Page 783, dated July 2, 1996; Official
Records Book 2020, Page 795, dated July 2, 1996; Official Records Book
2020, Page 777, dated June 28, 1996; Official Records Book 2020, Page
798, dated June 24, 1996; Official Records Book 2020, Page 780, dated
June 25, 1996; Official Records Book 2020, Page 789, dated June 27,
1996; Official Records Book 2020, Page 786, dated August 9, 1996, and
Official Records Book 2020, Page 806, dated June 20, 1996.
All being in Okaloosa County, Florida.
III.
DISTRIBUTION SYSTEMS
All the electric distribution systems of the Company acquired or
constructed by it and not heretofore described in the Indenture or any
supplement thereto and not heretofore released from the lien of the Indenture,
including substations, transformers, switchboards, towers, poles, wires,
insulators, subways, trenches, conduits, manholes, cables, meters and other
appliances and equipment, and all other property, real or personal, forming a
part of or appertaining to or used, occupied or enjoyed in connection with such
distribution systems or any of them, or adjacent thereto; together with all real
property, rights of way, easements, permits, privileges, franchises, and rights
for or relating to the construction, maintenance or operation thereof, through,
over, under or upon any private property or any public streets or highways
within as well as without the corporate limits of any municipal corporation or
other governmental subdivision.
IV.
SUBSTATIONS
All of the substations of the Company for transforming or distributing
or otherwise regulating electric current at any of its plants and elsewhere
acquired or constructed by it and not heretofore described in the Indenture or
any supplement thereto and not heretofore released from the lien of the
Indenture, together with all buildings, transformers, wires, insulators and
other appliances and equipment, and all other property, real or personal,
forming a part of or appertaining to or used, occupied or enjoyed in connection
with any of such substations or adjacent thereto.
V.
OTHER REAL PROPERTY
All other real property of the Company and all interests therein of
every nature and description and wherever located acquired by it and not
heretofore described in the Indenture or any supplement thereto and not
heretofore released from the lien of the Indenture.