EXHIBIT 4(l)
This instrument was prepared by:
Florida Power & Light Company
000 Xxxxxxxx Xxxxxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
================================================================================
FLORIDA POWER & LIGHT COMPANY
TO
DEUTSCHE BANK TRUST COMPANY AMERICAS
(FORMERLY KNOWN AS BANKERS TRUST COMPANY)
AS TRUSTEE UNDER FLORIDA POWER & LIGHT
COMPANY'S MORTGAGE AND DEED OF TRUST,
DATED AS OF JANUARY 1, 1944.
_______________SUPPLEMENTAL INDENTURE
RELATING TO A PRINCIPAL AMOUNT
NOT TO EXCEED $____
OF FIRST MORTGAGE BONDS, DESIGNATED
SECURED MEDIUM-TERM NOTES, SERIES ____.
*[RELATING TO $____________ PRINCIPAL AMOUNT
OF FIRST MORTGAGE BONDS, ____% SERIES
DUE ___________, ____.]
DATED AS OF ________________, ____
================================================================================
* These three lines will be inserted, in lieu of the four lines
immediately preceding them, in any supplemental indenture relating to
the issuance of First Mortgage Bonds other than those designated
Secured Medium-Term Notes
FLORIDA POWER & LIGHT COMPANY
Reconciliation and Tie of Provisions of Trust Indenture Act of 1939 to
provisions of Mortgage and Deed of Trust to Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company) and The Florida National Bank of
Jacksonville (now resigned), as Trustees, dated as of January 1, 1944, as
amended.
Sections of Mortgage and
Sections of Act: Supplemental Indentures
---------------- -----------------------
310(a) (1) (2) (3)......... Mortgage, 35(a), 88 and 103
310(a) (4)................. Not Applicable
310(b)..................... Mortgage, 99; First Supplemental, 14; Seventh
Supplemental, 6
310(c)..................... Not Applicable
311(a)..................... Mortgage, 98
311(b)..................... Mortgage, 98
311(c)..................... Not Applicable
312(a)..................... Mortgage, 43(a) and 43(b)
312(b)..................... Mortgage, 43(c)
312(c)..................... Mortgage, 43(d)
313(a)..................... Mortgage, 100(a)
313(b)..................... Mortgage, 100(b); First Supplemental, 15
313(c)..................... Mortgage, 100(c)
313(d)..................... Mortgage, 100(d)
314(a)..................... Mortgage, 44
314(b)..................... Mortgage, 42
314(c)..................... Mortgage, 121, 3, 61 and 7
314(d)..................... Mortgage, 59(3), 60, 3 and 28(4)
314(e)..................... Mortgage, 121, 3 and 61
314(f)..................... Omitted
315(a)..................... Mortgage, 89 and 88; First Supplemental, 13
315(b)..................... Mortgage, 66 and 3; First Supplemental, 11
315(c)..................... Mortgage, 88
315(d)..................... Mortgage, 89; First Supplemental, 13
315(e)..................... Mortgage, 122
316(a) (1)................. Mortgage, 71; First Supplemental, 12
316(a) (2)................. Omitted
316(b)..................... Mortgage, 80
317(a)..................... Mortgage, 78
317(b)..................... Mortgage, 35(c) and 95; First Supplemental, 7
318(a)..................... Mortgage, 124
SUPPLEMENTAL INDENTURE
INDENTURE, dated as of the day of , , made and entered
into by and between FLORIDA POWER & LIGHT COMPANY, a corporation of the State of
Florida, whose post office address is 000 Xxxxxxxx Xxxxxxxxx, Xxxx Xxxxx,
Xxxxxxx 00000 (hereinafter sometimes called FPL), and DEUTSCHE BANK TRUST
COMPANY AMERICAS (formerly known as Bankers Trust Company), a corporation of the
State of New York, whose post office address is 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 10005 (hereinafter called the Trustee), as the supplemental
indenture (hereinafter called the Supplemental Indenture) to the Mortgage and
Deed of Trust, dated as of January 1, 1944 (hereinafter called the Mortgage),
made and entered into by FPL, the Trustee and The Florida National Bank of
Jacksonville, as Co-Trustee (now resigned), the Trustee now acting as the sole
trustee under the Mortgage, which Mortgage was executed and delivered by FPL to
secure the payment of bonds issued or to be issued under and in accordance with
the provisions thereof, reference to which Mortgage is hereby made, this
Supplemental Indenture being supplemental thereto;
WHEREAS, by an instrument, dated as of April 15, 2002, filed with the
Banking Department of the State of New York, Bankers Trust Company effected a
corporate name change pursuant to which, effective such date, it is known as
Deutsche Bank Trust Company Americas;
WHEREAS, Section 8 of the Mortgage provides that the form of each
series of bonds (other than the first series) issued thereunder shall be
established by Resolution of the Board of Directors of FPL and that the form of
such series, as established by said Board of Directors, shall specify the
descriptive title of the bonds and various other terms thereof, and may also
contain such provisions not inconsistent with the provisions of the Mortgage as
the Board of Directors may, in its discretion, cause to be inserted therein
expressing or referring to the terms and conditions upon which such bonds are to
be issued and/or secured under the Mortgage; and
WHEREAS, Section 120 of the Mortgage provides, among other things, that
any power, privilege or right expressly or impliedly reserved to or in any way
conferred upon FPL by any provision of the Mortgage, whether such power,
privilege or right is in any way restricted or is unrestricted, may be in whole
or in part waived or surrendered or subjected to any restriction if at the time
unrestricted or to additional restriction if already restricted, and FPL may
enter into any further covenants, limitations or restrictions for the benefit of
any one or more series of bonds issued thereunder, or FPL may cure any ambiguity
contained therein, or in any supplemental indenture, or may establish the terms
and provisions of any series of bonds other than said first series, by an
instrument in writing executed and acknowledged by FPL in such manner as would
be necessary to entitle a conveyance of real estate to be recorded in all of the
states in which any property at the time subject to the Lien of the Mortgage
shall be situated; and
WHEREAS, FPL now desires to create the series of bonds described in
Article I hereof and to add to its covenants and agreements contained in the
Mortgage certain other covenants and agreements to be observed by it and to
alter and amend in certain respects the covenants and provisions contained in
the Mortgage; and
WHEREAS, the execution and delivery by FPL of this Supplemental
Indenture, and the terms of the bonds, hereinafter referred to in Article I,
have been duly authorized by the Board of Directors of FPL by appropriate
resolutions of said Board of Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That FPL, in consideration
of the premises and of One Dollar to it duly paid by the Trustee at or before
the ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, and in further evidence of assurance of the estate, title and
rights of the Trustee and in order further to secure the payment of both the
principal of and interest and premium, if any, on the bonds from time to time
issued under the Mortgage, according to their tenor and effect, and the
performance of all the provisions of the Mortgage (including any instruments
supplemental thereto and any modification made as in the Mortgage provided) and
of said bonds, hereby grants, bargains, sells, releases, conveys, assigns,
transfers, mortgages, pledges, sets over and confirms (subject, however, to
Excepted Encumbrances as defined in Section 6 of the Mortgage) unto Deutsche
Bank Trust Company Americas, as Trustee under the Mortgage, and to its successor
or successors in said trust, and to said Trustee and its successors and assigns
forever, all property, real, personal and mixed, acquired by FPL after the date
of the execution and delivery of the Mortgage (except any herein or in the
Mortgage, as heretofore supplemented, expressly excepted), now owned (except any
properties heretofore released pursuant to any provisions of the Mortgage and in
the process of being sold or disposed of by FPL) or, subject to the provisions
of Section 87 of the Mortgage, hereafter acquired by FPL and wheresoever
situated, including (without in anywise limiting or impairing by the enumeration
of the same the scope and intent of the foregoing) all lands, power sites,
flowage rights, water rights, water locations, water appropriations, ditches,
flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites,
aqueducts, and all rights or means for appropriating, conveying, storing and
supplying water; all rights of way and roads; all plants for the generation of
electricity by steam, water and/or other power; all power houses, gas plants,
street lighting systems, standards and other equipment incidental thereto,
telephone, radio and television systems, air-conditioning systems and equipment
incidental thereto, water works, water systems, steam heat and hot water plants,
substations, lines, service and supply systems, bridges, culverts, tracks, ice
or refrigeration plants and equipment, offices, buildings and other structures
and the equipment thereof; all machinery, engines, boilers, dynamos, electric,
gas and other machines, regulators, meters, transformers, generators, motors,
electrical, gas and mechanical appliances, conduits, cables, water, steam heat,
gas or other pipes, gas mains and pipes, service pipes, fittings, valves and
connections, pole and transmission lines, wires, cables, tools, implements,
apparatus, furniture, chattels, and choses in action; all municipal and other
franchises, consents or permits; all lines for the transmission and distribution
of electric current, gas, steam heat or water for any purpose including towers,
poles, wires, cables, pipes, conduits, ducts and all apparatus for use in
connection therewith; all real estate, lands, easements, servitudes, licenses,
permits, franchises, privileges, rights of way and other rights in or relating
to real estate or the occupancy of the same and (except as herein or in the
Mortgage, as heretofore supplemented, expressly excepted) all the right, title
and interest of FPL in and to all other property of any kind or nature
appertaining to and/or used and/or occupied and/or enjoyed in connection with
any property hereinbefore or in the Mortgage, as heretofore supplemented,
described.
2
TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder and remainders
and (subject to the provisions of Section 57 of the Mortgage) 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 FPL now has or may hereinafter acquire in and to the aforesaid
property and franchises and every part and parcel thereof.
IT IS HEREBY AGREED by FPL that, subject to the provisions of Section
87 of the Mortgage, all the property, rights, and franchises acquired by FPL
after the date hereof (except any herein or in the Mortgage, as heretofore
supplemented, expressly excepted) shall be and are as fully granted and conveyed
hereby and as fully embraced within the Lien of the Mortgage, as if such
property, rights and franchises were now owned by FPL and were specifically
described herein and conveyed hereby.
PROVIDED that the following are not and are not intended to be now or
hereafter granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed hereunder and are hereby expressly
excepted from the Lien and operation of this Supplemental Indenture and from the
Lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash,
shares of stock, bonds, notes and other obligations and other securities not
hereafter specifically pledged, paid, deposited, delivered or held under the
Mortgage or covenanted so to be; (2) merchandise, equipment, materials or
supplies held for the purpose of sale in the usual course of business and fuel
(including Nuclear Fuel unless expressly subjected to the Lien and operation of
the Mortgage by FPL in a future Supplemental Indenture), oil and similar
materials and supplies consumable in the operation of any properties of FPL;
rolling stock, buses, motor coaches, automobiles and other vehicles; (3) bills,
notes and accounts receivable, and all contracts, leases and operating
agreements not specifically pledged under the Mortgage or covenanted so to be;
(4) the last day of the term of any lease or leasehold which may hereafter
become subject to the Lien of the Mortgage; (5) electric energy, gas, ice, and
other materials or products generated, manufactured, produced or purchased by
FPL for sale, distribution or use in the ordinary course of its business; all
timber, minerals, mineral rights and royalties; (6) FPL's franchise to be a
corporation; and (7) the properties already sold or in the process of being sold
by FPL and heretofore released from the Mortgage and Deed of Trust, dated as of
January 1, 1926, from Florida Power & Light Company to Bankers Trust Company and
The Florida National Bank of Jacksonville, trustees, and specifically described
in three separate releases executed by Bankers Trust Company and The Florida
National Bank of Jacksonville, dated July 28, 1943, October 6, 1943 and December
11, 1943, which releases have heretofore been delivered by the said trustees to
FPL and recorded by FPL among the Public Records of all Counties in which such
properties are located; provided, however, that the property and rights
expressly excepted from the Lien and operation of the Mortgage in the above
subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so
excepted in the event and as of the date that the Trustee or a receiver or
trustee shall enter upon and take possession of the Mortgaged and Pledged
Property in the manner provided in Article XIII of the Mortgage by reason of the
occurrence of a Default as defined in Section 65 thereof.
TO HAVE AND TO HOLD all such properties, real, personal and mixed,
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged,
pledged, set over or confirmed by FPL as aforesaid, or intended so to be, unto
3
Deutsche Bank Trust Company Americas, the Trustee, and its successors and
assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the same terms,
trusts and conditions and subject to and with the same provisos and covenants as
are set forth in the Mortgage, as heretofore supplemented, this Supplemental
Indenture being supplemental thereto.
AND IT IS HEREBY COVENANTED by FPL that all terms, conditions,
provisos, covenants and provisions contained in the Mortgage shall affect and
apply to the property hereinbefore described and conveyed and to the estate,
rights, obligations and duties of FPL and the Trustee and the beneficiaries of
the trust with respect to said property, and to the Trustee and its successors
as Trustee of said property in the same manner and with the same effect as if
said property had been owned by FPL at the time of the execution of the
Mortgage, and had been specifically and at length described in and conveyed to
said Trustee, by the Mortgage as a part of the property therein stated to be
conveyed.
FPL further covenants and agrees to and with the Trustee and its
successors in said trust under the Mortgage, as follows:
ARTICLE I
_________ SERIES OF BONDS
**SECTION 1. (I) There shall be a series of bonds designated "Secured
Medium-Term Notes, Series ____", herein sometimes referred to as the " Series"
_________, each of which shall also bear the descriptive title First Mortgage
Bond, and the form thereof, which shall be established by Resolution of the
Board of Directors of FPL, shall contain suitable provisions with respect to the
matters hereinafter in this Section specified. Bonds of the Series shall be
issued from time to time in an aggregate principal amount not to exceed
$_________ at any one time Outstanding except as provided in Section 16 of the
Mortgage. [The amount which may be Outstanding from time to time will be stated
in one or more notices of receipt of advance under mortgage providing for future
advances (a form of which is annexed hereto) executed by the Company and
recorded in Palm Beach County, Florida, and in one or more acknowledgements of
future advance (a form of which is annexed hereto) executed by FPL and the
Trustee and recorded in Monroe County, Georgia.] Bonds of the __________ Series
shall be issued as fully registered bonds in the denominations of [One] Thousand
Dollars and, at the option of FPL, in any larger amount that is an integral
multiple of [One] Thousand Dollars or any other denominations (the exercise of
such option to be evidenced by the execution and delivery thereof); each bond of
the __________ Series shall mature on [such date not less than _________ months
nor more than __________ years from date of issue,] shall bear interest at [such
rate or rates (which may be either fixed or variable) and have such other terms
and provisions not inconsistent with the Mortgage as the Board of Directors may
determine in accordance with a Resolution filed with the Trustee referring to
this ______________ Supplemental Indenture]; interest on bonds of the _________
---------------------
** The provisions in this Section 1 will be inserted in supplemental
indentures relating to the issuance of First Mortgage Bonds designated
Secured Medium Term Notes, provided that the bracketed language may
change.
4
Series [which bear interest at a fixed rate] shall be payable [semi-annually on
__________ and ________ of each year] and at maturity (each an interest payment
date); interest on bonds of the ___________ Series [which bear interest at a
variable rate] shall be payable [on the dates established on the Issue Date [or
the Original Interest Accrual Date] with respect to such bonds and shall be set
forth in such bonds.] [Notwithstanding the foregoing, so long as there is no
existing default in the payment of interest on the bonds of the ________ Series,
all bonds of the Series authenticated by the Trustee after the Record Date
hereinafter specified for any interest payment date, and prior to such interest
payment date (unless the Issue Date [or the Original Interest Accrual Date] is
after such Record Date), shall be dated the date of authentication, but shall
bear interest from such interest payment date, and the person in whose name any
bond of the ___________ Series is registered at the close of business on any
Record Date 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 of the _________ Series, upon any transfer or exchange
thereof subsequent to the Record Date and on or prior to such interest payment
date. If the Issue Date [or the Original Interest Accrual Date] of the bonds of
the __________ Series of a designated interest rate and maturity is after the
Record Date, such bonds shall bear interest from the Issue Date [or the Original
Interest Accrual Date] but payment of interest shall commence on the second
interest payment date succeeding the Issue Date [or the Original Interest
Accrual Date]. "Record Date" for bonds of the _________ Series which bear
interest at a fixed rate shall mean for interest payable and for interest
payable , and for bonds of the _________ Series which bear interest at a
variable rate, the date 15 calendar days prior to any interest payment date,
provided that, interest payable on the maturity date will be payable to the
person to whom the principal thereof shall be payable. "Issue Date" [or
"Original Interest Accrual Date"] with respect to bonds of the __________ Series
of a designated interest rate and maturity [unless a Resolution filed with the
Trustee on or before such date shall specify another date from which interest
shall accrue, then such other date for bonds of such designated interest rate
and maturity.] shall mean the date of first authentication of bonds of such
designated interest rate and maturity.] The principal of and interest on each
said bond is payable at the office or agency of FPL in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for public and private debts. Bonds of
the ________ Series shall be dated as in Section 10 of the Mortgage provided.
***[(II) Bonds of the Series may be redeemable either at the option of
FPL or pursuant to the requirements of the Mortgage (including, among other
requirements, the application of cash delivered to or deposited with the Trustee
pursuant to the provisions of Section 39 or Section 64 of the Mortgage or with
proceeds of Released Property) in whole at any time, or in part from time to
time, prior to maturity, upon notice, as provided in Section 52 of the Mortgage,
mailed at least thirty (30) days prior to the date fixed for redemption, as the
Board of Directors may determine in accordance with a Resolution filed with the
Trustee referring to this __________ Supplemental Indenture.]
[(III) At the option of the registered owner, any bonds of the Series,
upon surrender thereof for exchange at the office or agency of FPL in the
Borough of Manhattan, The City of New York, together with a written instrument
---------------
*** These or other redemption provisions or other terms and conditions
relating to the series of First Mortgage Bonds may be inserted here.
5
of transfer wherever required by FPL, duly executed by the registered owner or
by his duly authorized attorney, shall (subject to the provisions of Section 12
of the Mortgage) be exchangeable for a like aggregate principal amount of bonds
of the same series of other authorized denominations which have the same issue
date, maturity date, and redemption provisions, if any, and which bear interest
at the same rate.]
Bonds of the ___________ Series shall be transferrable (subject to the
provisions of Section 12 of the Mortgage) at the office or agency of FPL in the
Borough of Manhattan, The City of New York.
Upon any exchange or transfer of bonds of the Series, FPL may make a
charge therefor sufficient to reimburse it for any tax or taxes or other
governmental charge, as provided in Section 12 of the Mortgage, but FPL hereby
waives any right to make a charge in addition thereto for any exchange or
transfer of bonds of the Series.
****SECTION 1. (I) THERE SHALL BE A SERIES OF BONDS DESIGNATED "____%
SERIES DUE __________, ____", HEREIN SOMETIMES REFERRED TO AS THE " __________
SERIES", EACH OF WHICH SHALL ALSO BEAR THE DESCRIPTIVE TITLE FIRST MORTGAGE
BOND, AND THE FORM THEREOF, WHICH SHALL BE ESTABLISHED BY RESOLUTION OF THE
BOARD OF DIRECTORS OF FPL, SHALL CONTAIN SUITABLE PROVISIONS WITH RESPECT TO THE
MATTERS HEREINAFTER IN THIS SECTION SPECIFIED. BONDS OF THE __________ SERIES
SHALL MATURE ON __________, ____ AND SHALL BE ISSUED AS FULLY REGISTERED BONDS
IN DENOMINATIONS OF [ONE] THOUSAND DOLLARS AND, AT THE OPTION OF FPL, IN ANY
MULTIPLE OR MULTIPLES OF [ONE] THOUSAND DOLLARS OR ANY OTHER DENOMINATIONS (THE
EXERCISE OF SUCH OPTION TO BE EVIDENCED BY THE EXECUTION AND DELIVERY THEREOF);
THEY SHALL BEAR INTEREST FROM ___________, ____ [AT THE RATE OF _____% PER
ANNUM, PAYABLE SEMI-ANNUALLY ON AND OF EACH YEAR COMMENCING ON __________,
____;] THE PRINCIPAL OF AND INTEREST ON EACH SAID BOND TO BE PAYABLE AT THE
OFFICE OR AGENCY OF FPL IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, IN
SUCH COIN OR CURRENCY OF THE UNITED STATES OF AMERICA AS AT THE TIME OF PAYMENT
IS LEGAL TENDER FOR PUBLIC AND PRIVATE DEBTS. BONDS OF THE __________ SERIES
SHALL BE DATED AS IN SECTION 10 OF THE MORTGAGE PROVIDED.
[(II) BONDS OF THE _________ SERIES SHALL BE REDEEMABLE EITHER AT THE
OPTION OF FPL OR PURSUANT TO THE REQUIREMENTS OF THE MORTGAGE (INCLUDING, AMONG
OTHER REQUIREMENTS, THE APPLICATION OF CASH DELIVERED TO OR DEPOSITED WITH THE
TRUSTEE PURSUANT TO THE PROVISIONS OF SECTION 39 OR SECTION 64 OF THE MORTGAGE
OR WITH PROCEEDS OF RELEASED PROPERTY) IN WHOLE AT ANY TIME, OR IN PART FROM
TIME TO TIME, PRIOR TO MATURITY, UPON NOTICE, AS PROVIDED IN SECTION 52 OF THE
MORTGAGE, MAILED AT LEAST THIRTY (30) DAYS PRIOR TO THE DATE FIXED FOR
REDEMPTION, AT THE FOLLOWING GENERAL REDEMPTION PRICES, EXPRESSED IN PERCENTAGES
OF THE PRINCIPAL AMOUNT OF THE BONDS TO BE REDEEMED:
-------------------
**** THESE PROVISIONS WILL BE INSERTED IN ANY SUPPLEMENTAL INDENTURES
RELATING TO THE ISSUANCE OF FIRST MORTGAGE BONDS OTHER THAN THOSE
DESIGNATED SECURED MEDIUM-TERM NOTES, PROVIDED THAT THE BRACKETED
LANGUAGE MAY CHANGE.
6
GENERAL REDEMPTION PRICES
IF REDEEMED DURING THE 12 MONTH PERIOD ENDING ___________________,
IN EACH CASE, TOGETHER WITH ACCRUED INTEREST TO THE DATE FIXED FOR
REDEMPTION.]*****
(III) AT THE OPTION OF THE REGISTERED OWNER, ANY BONDS OF THE _________
SERIES, UPON SURRENDER THEREOF FOR EXCHANGE AT THE OFFICE OR AGENCY OF FPL IN
THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, TOGETHER WITH A WRITTEN
INSTRUMENT OF TRANSFER WHEREVER REQUIRED BY FPL, DULY EXECUTED BY THE REGISTERED
OWNER OR BY HIS DULY AUTHORIZED ATTORNEY, SHALL (SUBJECT TO THE PROVISIONS OF
SECTION 12 OF THE MORTGAGE) BE EXCHANGEABLE FOR A LIKE AGGREGATE PRINCIPAL
AMOUNT OF BONDS OF THE SAME SERIES OF OTHER AUTHORIZED DENOMINATIONS.
BONDS OF THE ___________ SERIES SHALL BE TRANSFERABLE (SUBJECT TO THE
PROVISIONS OF SECTION 12 OF THE MORTGAGE) AT THE OFFICE OR AGENCY OF FPL IN THE
BOROUGH OF MANHATTAN, THE CITY OF NEW YORK.
UPON ANY EXCHANGE OR TRANSFER OF BONDS OF THE ___________ SERIES, FPL
MAY MAKE A CHARGE THEREFOR SUFFICIENT TO REIMBURSE IT FOR ANY TAX OR TAXES OR
OTHER GOVERNMENTAL CHARGE, AS PROVIDED IN SECTION 12 OF THE MORTGAGE, BUT FPL
HEREBY WAIVES ANY RIGHT TO MAKE A CHARGE IN ADDITION THERETO FOR ANY EXCHANGE OR
TRANSFER OF BONDS OF THE _________ SERIES.]
ARTICLE II
DIVIDEND COVENANT
SECTION 2. Section 3 of the Third Supplemental Indenture, as heretofore
amended, is hereby further amended by inserting the words "or __________ Series"
immediately before the words "remain Outstanding".
--------------------
***** THESE OR OTHER REDEMPTION PROVISIONS OR OTHER TERMS AND CONDITIONS
RELATING TO THE SERIES OF FIRST MORTGAGE BONDS MAY BE INSERTED HERE.
7
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3. Subject to the amendments provided for in this __________
Supplemental Indenture, the terms defined in the Mortgage, as heretofore
supplemented, shall, for all purposes of this _____________ Supplemental
Indenture, have the meanings specified in the Mortgage, as heretofore
supplemented.
******SECTION 4. The holders of bonds of the_________ Series consent that
FPL may, but shall not be obligated to, fix a record date for the purpose of
determining the holders of bonds of the _________ Series entitled to consent to
any amendment, supplement or waiver. If a record date is fixed, those persons
who were holders at such record date (or their duly designated proxies), and
only those persons, shall be entitled to consent to such amendment, supplement
or waiver or to revoke any consent previously given, whether or not such persons
continue to be holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date.
SECTION 5. The Trustee hereby accepts the trust herein declared,
provided, created or supplemented and agrees to perform the same upon the terms
and conditions herein and in the Mortgage, as heretofore supplemented, set forth
and upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this ___________ Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made by FPL solely. In general, each and every term and condition
contained in Article XVII of the Mortgage, as heretofore amended, shall apply to
and form part of this _____________ Supplemental Indenture with the same force
and effect as if the same were herein set forth in full with such omissions,
variations and insertions, if any, as may be appropriate to make the same
conform to the provisions of this ______________ Supplemental Indenture.
SECTION 6. Whenever in this __________ Supplemental Indenture either of
the parties hereto is named or referred to, this shall, subject to the
provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be
deemed to include the successors and assigns of such party, and all the
covenants and agreements in this ______________ Supplemental Indenture contained
by or on behalf of FPL, or by or on behalf of the Trustee, or either of them,
shall, subject as aforesaid, bind and inure to the respective benefits of the
respective successors and assigns of such parties, whether so expressed or not.
SECTION 7. Nothing in this __________ Supplemental Indenture, expressed
or implied, is intended, or shall be construed, to confer upon, or to give to,
any person, firm or corporation, other than the parties hereto and the holders
of the bonds and coupons Outstanding under the Mortgage, any right, remedy or
claim under or by reason of this ____________ Supplemental Indenture or any
covenant, condition, stipulation, promise or agreement hereof, and all the
------------------
****** This provision may be deleted in any supplemental indenture relating to
the issuance of First Mortgage Bonds other than those which are issued
to The Depository Trust Company, or its successor. The remaining
sections will be renumbered accordingly.
8
covenants, conditions, stipulations, promises and agreements in this ___________
Supplemental Indenture contained by or on behalf of FPL shall be for the sole
and exclusive benefit of the parties hereto, and of the holders of the bonds and
coupons Outstanding under the Mortgage.
SECTION 8. The Mortgage, as heretofore supplemented and amended and as
supplemented hereby, is intended by the parties hereto, as to properties now or
hereafter encumbered thereby and located within the State of Georgia, to operate
and is to be construed as granting a lien only on such properties and not as a
deed passing title thereto.
SECTION 9. This _____________ Supplemental Indenture shall be executed
in several counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.
IN WITNESS WHEREOF, FPL has caused its corporate name to be hereunto
affixed, and this instrument to be signed and sealed by its President or one of
its Vice Presidents, and its corporate seal to be attested by its Secretary or
one of its Assistant Secretaries for and in its behalf, and DEUTSCHE BANK TRUST
COMPANY AMERICAS has caused its corporate name to be hereunto affixed, and this
instrument to be signed and sealed by one of its Vice Presidents or Assistant
Vice Presidents, and its corporate seal to be attested by one of its Assistant
Vice Presidents, one of its Assistant Secretaries or one of its Associates, all
as of the day and year first above written.
9
FLORIDA POWER & LIGHT COMPANY
By:_______________________________
Attest:
_________________________________
Executed, sealed and delivered by
FLORIDA POWER & LIGHT COMPANY
in the presence of:
_________________________________
_________________________________
10
DEUTSCHE BANK TRUST COMPANY AMERICAS
As Trustee
By:_________________________________
Attest:
_________________________________
Executed, sealed and delivered by
DEUTSCHE BANK TRUST COMPANY
AMERICAS in the presence of:
_________________________________
_________________________________
11
STATE OF FLORIDA )
COUNTY OF PALM BEACH ) SS.:
On the ______ day of ____________, in the year ____, before me
personally came _______________, to me known, who, being by me duly sworn, did
depose and say that he resides at __________________________; that he is a
_________________ of FLORIDA POWER & LIGHT COMPANY, one of the corporations
described in and which executed the above instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like order.
I HEREBY CERTIFY, that on this _____ day of ___________, ____, before
me personally appeared _____________ and _______________, respectively, the
__________________ and the of _______________ FLORIDA POWER & LIGHT COMPANY, a
corporation under the laws of the State of Florida, to me known to be the
persons described in and who executed the foregoing instrument and severally
acknowledged the execution thereof to be their free act and deed as such
officers, for the uses and purposes therein mentioned; and that they affixed
thereto the official seal of said corporation, and that said instrument is the
act and deed of said corporation.
__________________ and _______________ produced Florida Driver's
License No.________________ and Florida Driver's License No.__________ as
identification, respectively, and did take an oath.
WITNESS my signature and official seal at Juno Beach, in the County of
Palm Beach, and State of Florida, the day and year last aforesaid.
Notary Public, State of Florida
Commission #________________
Expires_____________________
12
STATE OF FLORIDA )
COUNTY OF PALM BEACH ) SS.:
On the ______ day of ____________, in the year ____, before me
personally came _______________, to me known, who, being by me duly sworn, did
depose and say that he resides at ________________; that he is _________________
a of DEUTSCHE BANK TRUST COMPANY AMERICAS, one of the corporations described in
and which executed the above instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation,
and that he signed his name thereto by like order.
I HEREBY CERTIFY, that on this _____ day of ___________, ____, before
me personally appeared _____________ and _______________, respectively, a
______________ and an _______________ of DEUTSCHE BANK TRUST COMPANY AMERICAS, a
corporation under the laws of the State of New York, to me known to be the
persons described in and who executed the foregoing instrument and severally
acknowledged the execution thereof to be their free act and deed as such
officers, for the uses and purposes therein mentioned; and that they affixed
thereto the official seal of said corporation, and that said instrument is the
act and deed of said corporation.
___________ and __________ produced _____________ Driver's License No.
________________ as identification, respectively, and did take an oath.
WITNESS my signature and official seal at New York City, in the County
of New York, and State of New York, the day and year last aforesaid.
Notary Public, State of Florida
Commission #________________
Expires_____________________
