Exhibit 4.2
GULF POWER COMPANY
TO
THE CHASE MANHATTTAN BANK,
TRUSTEE.
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF AUGUST 24, 1999
$50,000,000
SERIES B 7.05% SENIOR NOTES
DUE AUGUST 15, 2004
TABLE OF CONTENTS 1
PAGE
ARTICLE 1.........................................................................................................1
SECTION 101. Establishment........................................................................................1
SECTION 102. Definitions..........................................................................................2
SECTION 103. Payment of Principal and Interest....................................................................2
SECTION 104. Denominations........................................................................................3
SECTION 105. Global Securities....................................................................................3
SECTION 106. Transfer.............................................................................................4
ARTICLE 2.........................................................................................................4
SECTION 201. Recitals by Company..................................................................................4
SECTION 202. Ratification and Incorporation of Original Indenture.................................................4
SECTION 203. Executed in Counterparts.............................................................................4
.........THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 24th day
of August, 1999, by and between GULF POWER COMPANY, a Maine corporation, One
Energy Place, Pensacola, Florida 32520-0102 (the "Company"), and THE CHASE
MANHATTAN BANK, a New York banking corporation, 450 West 33rd Street, New York,
New York 10001 (the "Trustee").
W I T N E S S E T H:
.........WHEREAS, the Company has heretofore entered into a Senior Note
Indenture, dated as of January 1, 1998 (the "Original Indenture"), with The
Chase Manhattan Bank, as supplemented by a First Supplemental Indenture, dated
as of June 24, 1998 (the "First Supplemental Indenture"), with The Chase
Manhattan Bank;
.........WHEREAS, the Original Indenture is incorporated herein by
this reference and the Original Indenture, as supplemented
by the First Supplemental Indenture and this Second Supplemental Indenture,
is herein called the "Indenture";
.........WHEREAS, under the Original Indenture, a new series of
Senior Notes may at any time be established pursuant to a
supplemental indenture executed by the Company and the Trustee;
.........WHEREAS, the Company proposes to create under the Indenture
a new series of Senior Notes;
.........WHEREAS, additional Senior Notes of other series hereafter
established, except as may be limited in the Original
Indenture as at the time supplemented and modified, may be issued from
time to time pursuant to the Indenture as at the time
supplemented and modified; and
.........WHEREAS, all conditions necessary to authorize the execution
and delivery of this Second Supplemental Indenture and
to make it a valid and binding obligation of the Company have been done or
performed.
.........NOW, THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows:
ARTICLE 1
Series B Senior Notes
SECTION 101. Establishment. There is hereby established a new series of
Senior Notes to be issued under the Indenture, to be designated as the Company's
Series B 7.05% Senior Notes due August 15, 2004 (the "Series B Notes").
There are to be authenticated and delivered $50,000,000 principal
amount of Series B Notes, and no further Series B Notes shall be authenticated
and delivered except as provided by Sections 203, 303, 304, 907 or 1107 of the
Original Indenture. The Series B Notes shall be issued in definitive fully
registered form.
The Series B Notes shall be issued in the form of one Global Security
in substantially the form set out in Exhibit A hereto. The Depositary with
respect to the Series B Notes shall be The Depository Trust Company.
The form of the Trustee's Certificate of Authentication for the Series
B Notes shall be in substantially the form set forth in Exhibit B hereto.
Each Series B Note shall be dated the date of authentication thereof
and shall bear interest from the date of original issuance thereof or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for.
The Series B Notes will not be redeemable at the option of the Company
prior to maturity and will not have a sinking fund.
SECTION 102. Definitions. The following defined terms used herein
shall, unless the context otherwise requires, have the meanings specified below.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Original Indenture.
"Interest Payment Dates" means February 15 and August 15 of each year.
"Original Issue Date" means August 24, 1999.
"Regular Record Date" means, with respect to each Interest Payment
Date, the close of business on the February 1 or August 1, as the case may be,
immediately preceding such Interest Payment Date.
"Stated Maturity" means August 15, 2004.
SECTION 103. Payment of Principal and Interest. The principal of the
Series B Notes shall be due at Stated Maturity. The unpaid principal amount of
the Series B Notes shall bear interest at the rate of 7.05% per annum until paid
or duly provided for. Interest shall be paid semiannually in arrears on each
Interest Payment Date to the Person in whose name the Series B Notes are
registered on the Regular Record Date for such Interest Payment Date, provided
that interest payable at the Stated Maturity of principal as provided herein
will be paid to the Person to whom principal is payable. Any such interest that
is not so punctually paid or duly provided for will forthwith cease to be
payable to the Holders on such Regular Record Date and may either be paid to the
Person or Persons in whose name the Series B Notes are registered at the close
of business on a Special Record Date for the payment of such defaulted interest
to be fixed by the Trustee, notice whereof shall be given to Holders of the
Series B Notes not less than ten (10) days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange, if any, on which the Series B Notes
shall be listed, and upon such notice as may be required by any such exchange,
all as more fully provided in the Original Indenture.
Payments of interest on the Series B Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series B Notes shall be computed and paid on the basis of a
360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Series B Notes is not a Business Day, then a payment
of the interest payable on such date will be made on the next succeeding day
that is a Business Day, with the same force and effect as if made on the date
the payment was originally payable.
Payment of the principal and interest due at the Stated Maturity of the
Series B Notes shall be made upon surrender of the Series B Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Series B Notes shall be paid in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payments of interest (including interest on any Interest Payment
Date) will be made, subject to such surrender where applicable, at the option of
the Company, (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or (ii) by wire transfer
at such place and to such account at a banking institution in the United States
as may be designated in writing to the Trustee at least sixteen (16) days prior
to the date for payment by the Person entitled thereto.
SECTION 104. Denominations. The Series B Notes may be issued in the
denominations of $1,000, or any integral multiple thereof.
-------------
SECTION 105. Global Securities. The Series B Notes will be issued in
the form of one or more Global Securities registered in the name of the
Depositary (which shall be The Depository Trust Company) or its nominee. Except
under the limited circumstances described below, Series B Notes represented by
the Global Security will not be exchangeable for, and will not otherwise be
issuable as, Series B Notes in definitive form. The Global Securities described
above may not be transferred except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or to a successor Depositary or its nominee.
Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a Series B Note shall be exchangeable, except for
another Global Security of like denomination and tenor to be registered in the
name of the Depositary or its nominee or to a successor Depositary or its
nominee.
The rights of Holders of such Global Security shall be exercised only through
the Depositary.
A Global Security shall be exchangeable for Series B Notes registered
in the names of persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as a
Depositary for such Global Security and no successor Depositary shall have been
appointed by the Company, or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, at a time when the Depositary is required to be so registered to act as
such Depositary and no successor Depositary shall have been appointed by the
Company, in each case within 90 days after the Company receives such notice or
becomes aware of such cessation, (ii) the Company in its sole discretion
determines that such Global Security shall be so exchangeable, or (iii) there
shall have occurred an Event of Default with respect to the Series B Notes. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Series B Notes registered in such names as the Depositary shall
direct.
SECTION 106. Transfer. No service charge will be made for any transfer
or exchange of Series B Notes, but payment will be required of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
ARTICLE 2
Miscellaneous Provisions
SECTION 201. Recitals by Company. The recitals in this Second
Supplemental Indenture are made by the Company only and not by the Trustee, and
all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of Series B Notes and of this Second Supplemental
Indenture as fully and with like effect as if set forth herein in full.
SECTION 202. Ratification and Incorporation of Original Indenture. As
heretofore supplemented and as supplemented hereby, the Original Indenture is in
all respects ratified and confirmed, and the Original Indenture, the First
Supplemental Indenture and this Second Supplemental Indenture shall be read,
taken and construed as one and the same instrument.
SECTION 203. Executed in Counterparts. This Second Supplemental
Indenture may be simultaneously executed in several counterparts, each of which
shall be deemed to be an original, and such counterparts shall together
constitute but one and the same instrument.
.........IN WITNESS WHEREOF, each party hereto has caused this
instrument to be signed in its name and behalf by its duly
authorized officers, all as of the day and year first above written.
ATTEST: ......... GULF POWER COMPANY
By: ......... By:
----------------------------------------- -----------------------
Susan Ritenour A. E. Scarbrough
Assistant Secretary Vice President
ATTEST: ......... THE CHASE MANHATTAN BANK, as Trustee
By: ......... By:
----------------------------------------- ------------------------
N. Rodriguez R. Lorenzen
Trust Officer Assistant Vice President
EXHIBIT A
FORM OF SERIES B NOTE
0453933
NO. __ CUSIP NO. 402479BJ7
GULF POWER COMPANY
SERIES B 7.05% SENIOR NOTE
DUE AUGUST 15, 2004
Principal Amount: $_____________
Regular Record Date: February 1 or August 1, as the
case may be, immediately
preceding an
Interest Payment Date
Original Issue Date: August 24, 1999
Stated Maturity: August 15, 2004
Interest Payment Dates: February 15 and August 15
Interest Rate: 7.05% per annum
Authorized Denomination: $1,000
Gulf Power Company, a Maine corporation (the "Company", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
_______________________________________________, or registered assigns, the
principal sum of _________ DOLLARS ($__________) on the Stated Maturity shown
above, and to pay interest thereon from the Original Issue Date shown above, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semiannually in arrears on each Interest Payment Date as
specified above, commencing on February 15, 2000, and on the Stated Maturity at
the rate per annum shown above until the principal hereof is paid or made
available for payment and on any overdue principal and on any overdue
installment of interest. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date (other than an Interest Payment Date
that is the Stated Maturity) will, as provided in such Indenture, be paid to the
Person in whose name this Note (the "Note") is registered at the close of
business on the Regular Record Date as specified above next preceding such
Interest Payment Date, provided that any interest payable at Stated Maturity
will be paid to the Person to whom principal is payable. Except as otherwise
provided in the Indenture, any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Note is
registered at the close of business on a Special Record Date for the payment of
such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange, if any, on which
the Notes of this series shall be listed, and upon such notice as may be
required by any such exchange, all as more fully provided in the Indenture.
Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this Note
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on this Note is
not a Business Day, then payment of the interest payable on such date will be
made on the next succeeding day that is a Business Day, with the same force and
effect as if made on the date the payment was originally payable. A "Business
Day" shall mean any day other than a Saturday or a Sunday or a day on which
banking institutions in New York City are authorized or required by law or
executive order to remain closed or a day on which the Corporate Trust Office of
the Trustee is closed for business.
Payment of the principal of and interest due at the Stated Maturity of
the Series B Notes shall be made upon surrender of the Series B Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Series B Notes shall be paid in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payment of interest (including interest on an Interest Payment
Date) will be made, subject to such surrender where applicable, at the option of
the Company, (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or (ii) by wire transfer
at such place and to such account at a banking institution in the United States
as may be designated in writing to the Trustee at least 16 days prior to the
date for payment by the Person entitled thereto.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
......... GULF POWER COMPANY
......... By:
----------------------------------------------
......... Vice President
Attest:
.........
Assistant Secretary
{Seal of GULF POWER COMPANY appears here}
0453933
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Notes referred to in the within-mentioned
Indenture.
......... THE CHASE MANHATTAN BANK,
......... as Trustee
......... By:
-----------------------------------
......... Authorized Officer
(Reverse Side of Note)
This Note is one of a duly authorized issue of Senior Notes of the
Company (the "Notes"), issued and issuable in one or more series under a Senior
Note Indenture, dated as of January 1, 1998, as supplemented (the "Indenture"),
between the Company and The Chase Manhattan Bank, Trustee (the "Trustee," which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures incidental thereto reference is hereby made for a statement of
the respective rights, limitation of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes issued thereunder and of
the terms upon which said Notes are, and are to be, authenticated and delivered.
This Note is one of the series designated on the face hereof as Series B 7.05%
Senior Notes due August 15, 2004 (the "Series B Notes") in the aggregate
principal amount of up to $50,000,000. Capitalized terms used herein for which
no definition is provided herein shall have the meanings set forth in the
Indenture.
The Series B Notes will not have a sinking fund.
The Series B Notes will not be redeemable at the option of the Company
prior to the Stated Maturity.
If an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the Notes at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes of each series at the time Outstanding, on behalf of the Holders of
all Notes of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar and duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series, of
authorized denominations and of like tenor and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Notes of this series are exchangeable for a like aggregate principal amount of
Notes of this series of a different authorized denomination, as requested by the
Holder surrendering the same upon surrender of the Note or Notes to be exchanged
at the office or agency of the Company.
This Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM- as tenants in UNIF GIFT MIN ACT- _______ Custodian ________
.........common (Cust) (Minor)
TEN ENT- as tenants by the
.........entireties under Uniform Gifts to
JT TEN- as joint tenants Minors Act
.........with right of
.........survivorship and ________________________
.........not as tenants (State)
.........in common
Additional abbreviations may also be used
though not on the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
.........
(please insert Social Security or other identifying number of assignee)
.........
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
.........
.........
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
.........
.........
agent to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: .........
.........
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the
within instrument in every
particular without alteration or
enlargement, or any change whatever.
0453933
EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Notes referred to in the within-mentioned
Indenture.
......... THE CHASE MANHATTAN BANK,
......... as Trustee
......... By:
---------------------------------------------
......... Authorized Officer
1 This Table of Contents
does not constitute
part of the
Indenture or have
any bearing upon the
interpretation of
any of its terms and
provisions.