35-CERT 1 gulfcofn1-02.txt CERTIFICATE OF NOTIFICATION Filed by GULF POWER COMPANY Pursuant to order of the Securities and Exchange Commission dated May 14, 1998 in the matter of File No. 70-9171. -------------- Gulf Power Company (the "Company") hereby certifies to said Commission, pursuant to Rule 24, as follows: 1. On January 30, 2002, the issuance by the Company of $45,000,000 aggregate principal amount of its Series E 6.00% Senior Notes due January 30, 2012 (the "Series E Notes"), pursuant to the Fifth Supplemental Indenture dated as of January 30, 2002, supplementing the Senior Note Indenture dated as of January 1, 1998 between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, was carried out in accordance with the terms and conditions of and for the purposes represented by the application, as amended, and of said order with respect thereto. 2. Filed herewith are the following exhibits: Exhibit A -- Prospectus supplement with respect to the Series E Notes, dated January 18, 2002. (Filed electronically January 24, 2002, in File Nos. 333-59942, 333-59942-01 and 333-59942-02.) Exhibit B -- Underwriting Agreement with respect to the Series E Notes dated January 18, 2002. (Designated in Form 8-K dated January 18, 2002 as Exhibit 1.) Exhibit C -- Fifth Supplemental Indenture dated as of January 30, 2002 to the Senior Note Indenture dated as of January 1, 1998 between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee. (Designated in Form 8-K dated January 18, 2002, as Exhibit 4.2.) Exhibit D -- Opinion of Beggs & Lane, a Registered Limited Liability Partnership, dated February 5, 2002. Dated: February 5, 2002 GULF POWER COMPANY By /s/Wayne Boston Wayne Boston Assistant Secretary