Exhibit 10.43
 EXECUTION VERSION
    
    CONFIDENTIAL
 AMENDMENT NO. 1
TO THE
AGREEMENT FOR GENERATION SERVICES
BETWEEN
GULF POWER COMPANY
AND
FLORIDA PUBLIC UTILITIES COMPANY
 th




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EXECUTION VERSION
    
    CONFIDENTIAL
  A. Amendments to Agreement .
   Year
    
    Capacity Rate ($/kW-Mo.)2018
    
    $
    12.252019
    
    $
    12.80
        2




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EXECUTION VERSION
    
    CONFIDENTIAL
 B. Regulatory .
   ab initio provided however
  3




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EXECUTION VERSION
    
    CONFIDENTIAL
 C Adjustment of Invoices
   D. Other Provisions .
     4




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EXECUTION VERSION
    
    CONFIDENTIAL
     5




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EXECUTION VERSION
    
    CONFIDENTIAL
  GULF POWER COMPANY
 BY:
    
    /s/ Murry Weaver

NAME: Murry WeaverTITLE: Vice President, Southern Wholesale Energy
 FLORIDA PUBLIC UTILITIES COMPANY
 BY:
    
    /s/ Jeff Householder

NAME: Jeff HouseholderTITLE: President
  6




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EXECUTION VERSION
    
    CONFIDENTIAL
 ATTACHMENT 1
 REVISED SECTION D OF APPENDIX A OF THE AGREEMENT
 D. Capacity Purchase .
  Capacity Purchase for Years 2008 through 2010
  (1)
    
    the lesser of:
 (a)
    
    the product of:
 (i)
    
    the Reserve Requirement plus one (1); multiplied by the(ii)
    
    Forecasted Northwest Annual Peak Demand.
  (b)
    
    the product of:
 (i)
    
    one and one-hundredth (1.01) plus the Growth Rate; multiplied by the(ii)
    
    Capacity Purchase for the Calculation Year.
  (2)
    
    the Capacity Purchase for the Calculation Year.




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EXECUTION VERSION
    
    CONFIDENTIAL
 Capacity Purchase for Years after 2010
  (1)
    
    the lesser of:
 (a)
    
    the product of:
 (i)
    
    the Reserve Requirement plus one (1); multiplied by the(ii)
    
    Forecasted Northwest Annual Peak Demand.
  (b)
    
    the product of:
 (i)
    
    one and one-hundredth (1.01) plus the Growth Rate; multiplied by
the(ii)
    
    Capacity Purchase for the Calculation Year.
  (2)
    
    91 MW (Capacity Minimum) (subject to reduction for Year 2018
and/or Year 2019 under the circumstances described in Section E.2(b) of this
Appendix A).




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EXECUTION VERSION
    
    CONFIDENTIAL
 ATTACHMENT 2
 REVISED SECTION E OF APPENDIX A OF THE AGREEMENT
 E. Reductions in Capacity Purchase .
 Required Purchases from Third Parties
  Expiration of the Marianna Franchise Agreement




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EXECUTION VERSION
    
    CONFIDENTIAL
   (1)
    
    the sum of:
 (a)
    
    the Marianna Load Ratio times the Northwest
Annual Peak Demand, each for the Peak Season of the third Year prior to
the Year in which the Marianna Expiration Date occurs; plus(b)
    
    the Marianna Load Ratio times the Northwest
Annual Peak Demand, each for the Peak Season of the second Year prior to
the Year in which the Marianna Expiration Date occurs; plus(c)
    
    the Marianna Load Ratio times the Northwest
Annual Peak Demand, each for the Peak Season of the first Year prior to
the Year in which the Marianna Expiration Date occurs.
 (2)
    
    divided by three (3).




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EXECUTION VERSION
    
    CONFIDENTIAL
 ATTACHMENT 3
 ADDITION TO EXHIBIT 1 TO APPENDIX A OF THE AGREEMENT
 Example Calculation of Capacity Purchase for Years After 2010
 Note: All data is for example purposes only, and is not representative of actual or forecasted
data.
 A. Marianna Annual Peak Demand
 Year
    
    Peak Season MW
    
    
    Transmission Loss Factor
    
    
    Peak Season MW (after loss adj.)2007
    
    
    79.197
    
    
    
    2.6
    %
    
    
    81.3112008
    
    
    72.928
    
    
    
    2.6
    %
    
    
    74.8752009
    
    
    73.203
    
    
    
    2.6
    %
    
    
    75.1572010
    
    
    69.581
    
    
    
    2.6
    %
    
    
    71.438
  B. Growth Rate
 (1)
    
    (a)
    
    
    -7.92
    %(b)
    
    
    0.38
    %(c)
    
    
    +            -4.95
-12.49
    %%(2)
    
    -12.490% / 3 = -4.1600%
 
 2011 Capacity Purchase: 91.000 MW