FPL Group Capital Inc
Debentures
Absolutely and Unconditionally Guaranteed By
FPL Group, Inc.
UNDERWRITING AGREEMENT
June 23, 1999
To the Representatives named in Schedule I
hereto of the Underwriters
named in Schedule II hereto
Dear Sirs:
1. Introductory. FPL Group Capital Inc, a Florida corporation
("FPL Group Capital") and a wholly owned subsidiary of FPL Group, Inc., a
Florida corporation ("FPL Group" or the "Guarantor"), proposes to issue and
sell its debt securities of the series designations, with the terms and in
the principal amounts specified in Schedule I hereto (the "Debentures"). The
Debentures will be absolutely and unconditionally guaranteed by FPL Group
pursuant to and in accordance with the terms of the Guarantee (as hereinafter
defined). Each of FPL Group Capital and the Guarantor hereby confirms its
agreement with the several Underwriters (as defined below) as set forth
herein.
The term "Underwriters" as used herein shall be deemed to mean the
firm or corporation or the several firms or corporations named in Schedule II
hereto and any underwriter substituted as provided in Section 7 hereof and
the term "Underwriter" shall be deemed to mean one of such Underwriters. If
the firm or firms listed in Schedule I hereto (the "Representatives") are the
same as the firm or firms listed in Schedule II hereto, then the terms
"Underwriters" and "Representatives", as used herein, shall each be deemed to
refer to such firm or firms. The Representatives represent that they have
been authorized by each Underwriter to enter into this agreement on behalf of
such Underwriter and to act for it in the manner herein provided. All
obligations of the Underwriters hereunder are several and not joint. If more
than one firm is named in Schedule I hereto, any action under or in respect
of this agreement may be taken by such firms jointly as the Representatives
or by one of the firms acting on behalf of the Representatives and such
action will be binding upon all the Underwriters.
2. Description of Debentures and Guarantee. The Debentures of
each series will be a series of debentures issued by FPL Group Capital under
an Indenture, dated as of June 1, 1999, to The Bank of New York, as Trustee,
in substantially the form heretofore delivered to the Representatives
(together with any amendments or supplements thereto, the "Indenture"). The
Debentures will be absolutely and unconditionally guaranteed by FPL Group
pursuant to, and in accordance with, the terms of a Guarantee Agreement,
dated June 1, 1999, between FPL Group, as Guarantor, and The Bank of New
York, as Guarantee Trustee, in substantially the form heretofore delivered to
the Representatives (the "Guarantee").
3. Representations and Warranties of FPL Group Capital. FPL
Group Capital represents and warrants to the several Underwriters that:
(a) FPL Group Capital has filed with the Securities and
Exchange Commission (the "Commission") a registration statement on
Form S-3, including a prospectus ("Registration Statement No. 33-
47813"), for the registration of $200,000,000 aggregate principal
amount of its debt securities under the Securities Act of 1933, as
amended (the "Securities Act"), which registration statement has been
declared effective by the Commission. All but $25,000,000 aggregate
principal amount of debt securities registered with the Commission
under the Securities Act pursuant to Registration Statement No. 33-
47813 have been previously issued. FPL Group Capital has also filed
with the Commission a registration statement on Form S-3, including a
prospectus ("Registration Statement No. 33-69786"), for the
registration of $300,000,000 aggregate principal amount of its debt
securities under the Securities Act, which registration statement has
been declared effective by the Commission. None of the securities
registered with the Commission under the Securities Act pursuant to
Registration Statement No. 33-69786 has been previously issued. In
addition, FPL Group Capital and FPL Group filed with the Commission a
registration statement on Form S-3, including a prospectus
("Registration Statement Nos. 333-64685 and 333-64685-01"), for the
registration of an additional $300,000,000 aggregate principal amount
of FPL Group Capital debt securities and $625,000,000 aggregate
amount of FPL Group guarantee (together with the debt securities
registered with the Commission under the Securities Act pursuant to
Registration Statement No. 33-47813 and Registration Statement No.
33-69786 which remain unissued, the "Debt Securities") under the
Securities Act which registration statement has been declared
effective by the Commission. References herein to the term
"Registration Statement" as of any given date shall mean Registration
Statement Nos. 333-64685 and 333-64685-01, as amended or supplemented
to such date, including, as of such date, all documents incorporated
by reference therein pursuant to Item 12 of Form S-3 ("Incorporated
Documents"). References herein to the term "Prospectus" as of any
given date shall mean the combined prospectus forming a part of the
Registration Statement, as supplemented by a prospectus supplement
relating to the Debentures proposed to be filed pursuant to Rule 424
of the general rules and regulations of the Securities Act ("Rule
424"), and as further amended or supplemented as of such date (other
than amendments or supplements relating to (i) Debt Securities other
than the Debentures or, (ii) when referring to the Prospectus
relating to a particular offering of the Debentures, Debentures other
than the Debentures being offered on such date), including all
Incorporated Documents. References herein to the "Effective Date" of
the Registration Statement shall be deemed to refer to the later of
the time and date that the Registration Statement was declared
effective and the time and date of the filing thereafter of FPL
Group's most recent Annual Report on Form 10-K, if such filing is
made prior to the Closing Date (as hereinafter defined). References
herein to the "Effective Date" of Registration Statement No. 33-47813
or Registration Statement 33-69786 shall be deemed to refer to the
time and date of the filing of the FPL Group Capital's most recent
Annual Report on Form 10-K. Prior to the termination of the offering
of the Debentures and Guarantee, FPL Group Capital will not file any
amendment to the Registration Statement, Registration Statement No.
33-47813, Registration Statement 33-69786 or any amendment or
supplement to the Prospectus without prior notice to the
Representatives, and to Winthrop, Stimson, Xxxxxx & Xxxxxxx, who are
acting as Counsel for the several Underwriters ("Counsel for the
Underwriters"), or any such amendment or supplement to which the
Representatives shall reasonably object in writing, or which shall be
unsatisfactory to Counsel for the Underwriters.
(b) The Registration Statement, Registration Statement
No. 33-47813 and Registration Statement 33-69786, each at its
Effective Date, fully complied, and the Prospectus, both on the date
it is filed with the Commission pursuant to Rule 424 (such date, the
"424 Date") and at the Closing Date, and the Registration Statement
and the Indenture at the Closing Date, will fully comply, in all
material respects with the applicable provisions of the Securities
Act and the Trust Indenture Act of 1939, as amended (the "1939 Act"),
respectively, and, in each case, the applicable instructions, rules
and regulations of the Commission thereunder; the Registration
Statement, Registration Statement No. 33-47813 and Registration
Statement 33-69786, each at its Effective Date, did not, and at the
Closing Date, the Registration Statement will not, contain an untrue
statement of a material fact, or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; the Prospectus, on the 424 Date and at the
Closing Date, will not include an untrue statement of a material fact
or omit to state a material fact necessary in order to make the
statements contained therein, in the light of the circumstances under
which they were made, not misleading; provided, that the foregoing
representations and warranties in this subsection (b) shall not apply
to statements or omissions made in reliance upon and in conformity
with information furnished in writing to FPL Group Capital or FPL
Group by or on behalf of any Underwriter through the Representatives
for use in connection with the preparation of the Registration
Statement, Registration Statement No. 33-47813, Registration
Statement 33-69786 or the Prospectus, or to any statements in or
omissions from the Statements of Eligibility on Form T-1, or
amendments thereto, of the respective Trustees under the Indenture
and the Guarantee or to any statements or omissions made in the
Prospectus relating to the DTC Book-Entry-Only System that are based
solely on information contained in published reports of DTC.
(c) The consummation of the transactions herein
contemplated and the fulfillment of the terms hereof on the part of
FPL Group Capital to be fulfilled have been duly authorized by all
necessary corporate action of FPL Group Capital in accordance with
the provisions of its Articles of Incorporation (the "FPL Group
Capital Charter"), by-laws and applicable law, and the Debentures
when issued and delivered as provided herein will constitute valid
and binding obligations of FPL Group Capital enforceable in
accordance with their terms, except as limited or affected by
bankruptcy, insolvency, reorganization, receivership, moratorium or
other laws affecting creditors' rights and remedies generally and
general principles of equity.
(d) The consummation of the transactions herein
contemplated and the fulfillment of the terms hereof and the
compliance by FPL Group Capital with all the terms and provisions of
the Indenture will not result in a breach of any of the terms or
provisions of, or constitute a default under, the FPL Group Capital
Charter or by-laws, or any indenture, mortgage, deed of trust or
other agreement or instrument to which FPL Group Capital is now a
party, or violate any law or any order, rule, decree or regulation
applicable to FPL Group Capital of any Federal or state court,
regulatory board or body or administrative agency having jurisdiction
over FPL Group Capital or any of its property, except where such
breach, default or violation would not have a material adverse effect
on the business, properties or financial condition of FPL Group
Capital and its subsidiaries taken as a whole.
(e) FPL Group Capital and its direct significant
subsidiaries (as defined in Regulation S-X) have good and marketable
title to all of the capital stock of their respective direct
significant subsidiaries (as defined in Regulation S-X) free and
clear of all liens and encumbrances, except such as do not materially
affect the value thereof.
(f) Each of FPL Group Capital's direct and indirect
significant subsidiaries (as defined in Regulation S-X) has been duly
incorporated, is validly existing and is in good standing under the
laws of its respective jurisdiction of incorporation, and is duly
qualified to do business and is in good standing as a foreign
corporation in each jurisdiction in which its respective ownership of
properties or the conduct of its respective businesses requires such
qualification, except where the failure so to qualify would not have
a material adverse effect on the business, properties or financial
condition of FPL Group Capital and its subsidiaries taken as a whole,
and has the corporate power and authority necessary to own or hold
its respective properties and to conduct the businesses in which it
is engaged.
4. Representations and Warranties of FPL Group. FPL Group
represents and warrants to the several Underwriters that:
(a) FPL Group has filed with the Commission the
Registration Statement, for the registration of the Guarantee with
respect to the Debt Securities under the Securities Act, which
registration statement has been declared effective by the Commission.
Prior to the termination of the offering of the Debentures and
Guarantee, FPL Group will not file any amendment to the Registration
Statement or any amendment or supplement to the Prospectus without
prior notice to the Representatives, and to Counsel for the
Underwriters, or any such amendment or supplement to which the
Representatives shall reasonably object in writing, or which shall be
unsatisfactory to Counsel for the Underwriters.
(b) The Registration Statement at its Effective Date
fully complied, and the Prospectus, both on the 424 Date and at the
Closing Date, and the Registration Statement and the Guarantee at the
Closing Date, will fully comply, in all material respects with the
applicable provisions of the Securities Act and the 1939 Act,
respectively and, in each case, the applicable instructions, rules
and regulations of the Commission thereunder; at its Effective Date,
the Registration Statement did not, and at the Closing Date, the
Registration Statement will not, contain an untrue statement of a
material fact, or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
the Prospectus, on the 424 Date and at the Closing Date, will not
include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained
therein, in the light of the circumstances under which they were
made, not misleading; and the Incorporated Documents, when filed with
the Commission, fully complied or will fully comply in all material
respects with the applicable provisions of the Exchange Act and the
applicable instructions, rules and regulations of the Commission
thereunder; provided, that the foregoing representations and
warranties in this subsection (b) shall not apply to statements or
omissions made in reliance upon and in conformity with information
furnished in writing to FPL Group Capital or FPL Group by or on
behalf of any Underwriter through the Representatives for use in
connection with the preparation of the Registration Statement or the
Prospectus, or to any statements in or omissions from the Statements
of Eligibility on Form T-1, or amendments thereto, of the respective
Trustees under the Indenture and the Guarantee, or to any statements
or omissions made in the Prospectus relating to the DTC Book-Entry-
Only System that are based solely on published reports of DTC.
(c) The financial statements included as part of or
incorporated by reference in the Registration Statement present
fairly the consolidated financial condition and results of operations
of FPL Group and its subsidiaries taken as a whole, at the respective
dates and for the respective periods to which they apply; such
financial statements have been prepared in each case in accordance
with generally accepted accounting principles consistently applied
throughout the periods involved except as otherwise indicated in the
Registration Statement; and Deloitte & Touche LLP, who have audited
the audited financial statements of FPL Group, are independent public
accountants as required by the Securities Act and the Exchange Act
and the rules and regulations of the Commission thereunder.
(d) Except as reflected in or contemplated by the
Registration Statement and the Prospectus, since the respective most
recent dates as of which information is given in the Registration
Statement and Prospectus, there has not been any material adverse
change in the business, properties or financial condition of FPL
Group and its subsidiaries taken as a whole, nor has any transaction
been entered into by FPL Group or any of its subsidiaries that is
material to FPL Group and its subsidiaries taken as a whole, other
than changes and transactions contemplated by the Registration
Statement and Prospectus, and transactions in the ordinary course of
business. FPL Group and its subsidiaries have no contingent
obligation material to FPL Group and its subsidiaries taken as a
whole, which is not disclosed in the Registration Statement and
Prospectus.
(e) The consummation of the transactions herein
contemplated and the fulfillment of the terms hereof on the part of
FPL Group to be fulfilled have been duly authorized by all necessary
corporate action of FPL Group in accordance with the provisions of
its Articles of Incorporation (the "FPL Group Charter"), by-laws and
applicable law, and the Guarantee when issued and delivered as
provided herein will constitute a valid and binding obligation of FPL
Group enforceable in accordance with its terms, except as limited or
affected by bankruptcy, insolvency, reorganization, receivership,
moratorium or other laws affecting creditors' rights and remedies
generally and general principles of equity.
(f) The consummation of the transactions herein
contemplated and the fulfillment of the terms hereof and the
compliance by FPL Group with all the terms and provisions of the
Guarantee will not result in a breach of any of the terms or
provisions of, or constitute a default under, the FPL Group Charter
or by-laws, or any indenture, mortgage, deed of trust or other
agreement or instrument to which FPL Group or any of its subsidiaries
is now a party, or violate any law or any order, rule, decree or
regulation applicable to FPL Group or any of its subsidiaries of any
Federal or state court, regulatory board or body or administrative
agency having jurisdiction over FPL Group or its subsidiaries or any
of their respective property, except where such breach, default or
violation would not have a material adverse effect on the business,
properties or financial condition of FPL Group and its subsidiaries
taken as a whole.
(g) FPL Group has good and marketable title to all of
the common stock of its direct and indirect significant subsidiaries
(as defined in Regulation S-X) free and clear of all liens and
encumbrances, except such as do not materially affect the value
thereof.
(h) The Guarantee has been duly authorized, executed
and delivered by FPL Group and constitutes a valid and binding
agreement of FPL Group enforceable in accordance with its terms,
except as limited or affected by bankruptcy, insolvency,
reorganization, receivership, moratorium or other laws affecting
creditors' rights and remedies generally and general principles of
equity. Neither the execution and delivery of the Guarantee nor the
performance by FPL Group of any of its obligations thereunder
requires any consent, approval, authorization, registration or
qualification of or by any governmental agency or body.
(i) Each of FPL Group's direct and indirect significant
subsidiaries (as defined in Regulation S-X) has been duly
incorporated, is validly existing and is in good standing under the
laws of its respective jurisdiction of incorporation, and is duly
qualified to do business and is in good standing as a foreign
corporation in each jurisdiction in which its respective ownership of
properties or the conduct of its respective businesses requires such
qualification, except where the failure so to qualify would not have
a material adverse effect on the business, properties or financial
condition of FPL Group and its subsidiaries taken as a whole, and has
the corporate power and authority necessary to own or hold its
respective properties and to conduct the businesses in which it is
engaged.
5. Purchase and Sale. On the basis of the representations and
warranties herein contained, and subject to the terms and conditions in this
agreement set forth, FPL Group Capital agrees to sell to the respective
Underwriters named in Schedule II hereto, severally and not jointly, and the
respective Underwriters agree, severally and not jointly, to purchase from
FPL Group Capital, the respective principal amounts of Debentures set forth
opposite their respective names in Schedule II hereto at the purchase prices
for those Debentures set forth in Schedule I hereto.
6. Public Offering. The Underwriters propose to make a bona
fide public offering of the Debentures and Guarantee as set forth in the
Prospectus, such public offering to be made as soon after the execution of
this agreement as practicable, subject, however, to the terms and conditions
of this agreement.
7. Time and Place of Closing, Default of Underwriter. Delivery
of the Debentures of each series and payment therefor by certified or
official bank check or checks, payable to the order of FPL Group Capital in
New York Clearing House or similar next day funds, or by wire transfer in
Federal funds, shall be made at the time, date and place set forth in
Schedule I, or at such other time, date or place as shall be agreed upon in
writing by FPL Group Capital and the Representatives. The hour and date of
such delivery and payment are herein called the "Closing Date".
The Debentures shall be delivered to the Representatives for the
respective accounts of the Underwriters against payment by the several
Underwriters through the Representatives of the purchase price therefor.
Delivery of the Debentures shall be made through the facilities of The
Depository Trust Company unless the Representatives and FPL Group Capital
shall otherwise agree. For the purpose of expediting the checking of the
Debentures by the Representatives on behalf of the Underwriters, FPL Group
Capital agrees to make such Debentures available to the Representatives for
such purpose at the office of Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, not later than 2:00 P.M., New York City time, on
the business day preceding the Closing Date, or at such other time and place
as may be agreed upon by FPL Group Capital and the Representatives.
If any Underwriter shall fail to purchase and pay for the principal
amount of the Debentures which such Underwriter has agreed to purchase and
pay for hereunder (otherwise than by reason of any failure on the part of FPL
Group Capital or FPL Group to comply with any of the provisions contained
herein), the non-defaulting Underwriters shall be obligated to take up and
pay for (in addition to the respective principal amount of the Debentures of
each series set forth opposite their respective names in Schedule II hereto)
the principal amount of the Debentures of each series which such defaulting
Underwriter or Underwriters failed to take up and pay for, up to a principal
amount thereof equal to, in the case of each such remaining Underwriter, ten
percent (10%) of the aggregate principal amount of the Debentures of each
series set forth opposite the name of such remaining Underwriter in said
Schedule II, and such remaining Underwriters shall have the right, within 24
hours of receipt of such notice, either to take up and pay for (in such
proportion as may be agreed upon among them), or to substitute another
Underwriter or Underwriters, satisfactory to FPL Group Capital, to take up
and pay for, the remaining principal amount of the Debentures of each series
which the defaulting Underwriter or Underwriters agreed but failed to
purchase. If any unpurchased Debentures still remain, then FPL Group Capital
shall be entitled to a further period of 24 hours within which to procure
another party or other parties, members of the National Association of
Securities Dealers, Inc. (or, if not members of such Association, who are not
eligible for membership in said Association and who agree (i) to make no
sales within the United States, its territories or its possessions or to
persons who are citizens thereof or residents therein and (ii) in making
sales to comply with said Association's Conduct Rules) and satisfactory to
the Representatives to purchase such Debentures on the terms herein set
forth. In the event that, within the respective prescribed periods, the non-
defaulting Underwriters notify FPL Group Capital that they have arranged for
the purchase of such Debentures, or FPL Group Capital notifies the non-
defaulting Underwriters that it has arranged for the purchase of such
Debentures, the non-defaulting Underwriters or FPL Group Capital shall have
the right to postpone the Closing Date for a period of not more than three
full business days beyond the expiration of the respective prescribed periods
in order to effect whatever changes may thus be made necessary in the
Registration Statement, Registration Statement No. 33-47813, Registration
Statement 33-69786 or the Prospectus or in any other documents or
arrangements. In the event that neither the non-defaulting Underwriters nor
FPL Group Capital has arranged for the purchase of such Debentures by another
party or parties as above provided, then this agreement shall terminate
without any liability on the part of FPL Group Capital, FPL Group or any
Underwriter (other than an Underwriter which shall have failed or refused,
otherwise than for some reason sufficient to justify, in accordance with the
terms hereof, the cancellation or termination of its obligations hereunder,
to purchase and pay for the Debentures which such Underwriter has agreed to
purchase as provided in Section 5 hereof), except as otherwise provided in
subsections (c) and (e) of Section 8 hereof.
8. Covenants of FPL Group Capital and FPL Group. FPL Group
Capital and FPL Group agree with the several Underwriters that:
(a) FPL Group Capital and FPL Group will promptly file
the Prospectus with the Commission pursuant to Rule 424 under the
Securities Act.
(b) FPL Group Capital will deliver to the
Representatives and to Counsel for the Underwriters one signed copy
of each of the Registration Statement, Registration Statement No. 33-
47813 and Registration Statement 33-69786 or, if a signed copy is not
available, one conformed copy of each of the Registration Statement,
Registration Statement No. 33-47813 and Registration Statement 33-
69786 certified by an officer of FPL Group Capital to be in the form
as originally filed, including all Incorporated Documents and
exhibits, except those incorporated by reference, which relate to the
Debentures, including a signed or conformed copy of each consent and
certificate included therein or filed as an exhibit thereto. FPL
Group Capital will deliver to the Underwriters through the
Representatives as soon as practicable after the date of this
agreement as many copies of the Prospectus as the Representatives may
reasonably request for the purposes contemplated by the Securities
Act. FPL Group Capital and FPL Group will promptly advise the
Representatives of the issuance of any stop order under the
Securities Act with respect to Registration Statement No. 33-69786,
Registration Statement No. 33-47813 or the Registration Statement or
the institution of any proceedings therefor of which it shall have
received notice prior to the termination of the offering of the
Debentures hereunder. FPL Group Capital and FPL Group will each use
its best efforts to prevent the issuance of any such stop order and
to secure the prompt removal thereof, if issued.
(c) FPL Group Capital will pay all expenses in
connection with (i) the preparation and filing of the Registration
Statement and Prospectus, (ii) the issuance and delivery of the
Debentures and Guarantee as provided in Section 7 hereof, (iii) the
preparation, execution and delivery of the Indenture, and (iv) the
printing and delivery to the Representatives for the account of the
Underwriters, in reasonable quantities, of copies of the Registration
Statement, Registration Statement No. 33-47813 and Registration
Statement 33-69786 and the Prospectus and the Indenture. FPL Group
Capital will pay all taxes, if any (but not including any transfer
taxes), on the issuance of the Debentures and Guarantee. FPL Group
Capital shall not, however, be required to pay any amount for any
expenses of the Representatives or any of the Underwriters, except as
provided in Sections 9 and 10 hereof and except that if this
agreement shall be terminated in accordance with the provisions of
Sections 9, 10 or 12 hereof, FPL Group Capital will pay the fees and
disbursements of Counsel for the Underwriters, whose fees and
disbursements the Underwriters agree to pay in any other event.
Neither FPL Group Capital nor FPL Group shall in any event be liable
to any of the several Underwriters for damages on account of loss of
anticipated profits.
(d) During a period of nine months after the date of
this agreement, if any event relating to or affecting FPL Group
Capital or FPL Group shall occur which, in the opinion of FPL Group
Capital or FPL Group, should be set forth in a supplement to or an
amendment of the Prospectus in order to make the Prospectus not
misleading in light of the circumstances when it is delivered to a
purchaser, FPL Group Capital and FPL Group will forthwith at their
expense prepare and furnish to the Representatives a reasonable
number of copies of a supplement or supplements or an amendment or
amendments to the Prospectus which will supplement or amend the
Prospectus so that as supplemented or amended it will not include any
untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light
of the circumstances when the Prospectus is delivered to a purchaser,
not misleading; provided that should such event relate solely to
activities of any of the Underwriters, then the Underwriters shall
assume the expense of preparing and furnishing copies of any such
amendment or supplement. In case any Underwriter is required to
deliver a Prospectus after the expiration of nine months after the
date of this agreement, FPL Group Capital upon the request of the
Representatives will furnish to the Representatives, at the expense
of such Underwriter, a reasonable quantity of a supplemented or
amended Prospectus or supplements or amendments to the Prospectus
complying with Section 10 of the Securities Act.
(e) FPL Group Capital and FPL Group will furnish such
proper information as may be lawfully required and otherwise
cooperate in qualifying the Debentures and Guarantee for offer and
sale under the blue sky laws of such jurisdictions as the
Representatives may designate and will pay filing fees in the
aggregate not exceeding $5,000, provided that neither FPL Group
Capital nor FPL Group shall be required to qualify as a foreign
corporation or dealer in securities, or to file any consents to
service of process under the laws of any jurisdiction, or to meet
other requirements deemed by FPL Group Capital or FPL Group to be
unduly burdensome.
(f) FPL Group will make generally available to its
security holders (including holders of the Debentures), as soon as
practicable, an earnings statement (which need not be audited, unless
required so to be under Section 11(a) of the Securities Act) of FPL
Group in reasonable detail covering the 12 months beginning not later
than the first day of the quarter next succeeding the month in which
occurred the effective date of the Registration Statement as defined
in Rule 158 under the Securities Act.
9. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters to purchase and pay for the Debentures shall
be subject to the accuracy of, and compliance with, the representations and
warranties of FPL Group Capital and FPL Group contained herein on the Closing
Date, to the performance by FPL Group Capital and FPL Group of their
obligations to be performed hereunder on or prior to the Closing Date and to
the following conditions:
(a) No stop order suspending the effectiveness of
Registration Statement No. 33-69786, Registration Statement No. 33-
47813 or the Registration Statement shall be in effect on the Closing
Date; no order of the Commission directed to the adequacy of any
Incorporated Document shall have been issued; no proceedings for
either such purpose shall be pending before, or threatened by, the
Commission on such date; and the Representatives shall have received,
prior to payment for the Debentures, a certificate dated the Closing
Date and signed by an officer of FPL Group Capital and FPL Group to
the effect that, to the best of their knowledge, no such order is in
effect and no proceedings for either such purpose are pending before,
or to the knowledge of FPL Group Capital and FPL Group threatened by,
the Commission.
(b) At the Closing Date, the Representatives shall have
received from Steel Xxxxxx & Xxxxx LLP, counsel to FPL Group Capital
and FPL Group, a favorable opinion (with a copy thereof for each of
the Underwriters), which opinion will not pass upon compliance with
provisions of the blue sky laws of any jurisdiction, in form and
substance satisfactory to counsel for the Underwriters, to the effect
that:
(i) FPL Group Capital and FPL Group are
validly organized and existing corporations in good standing
under the laws of the State of Florida, and have valid
franchises, licenses and permits adequate for the conduct of
their respective businesses;
(ii) FPL Group Capital and FPL Group are
corporations duly authorized by their respective Articles of
Incorporation to conduct the businesses which they are now
conducting as set forth in the Prospectus;
(iii) the Indenture has been duly and validly
authorized by all necessary corporate action, has been duly
and validly executed and delivered, and is a valid and
binding instrument enforceable in accordance with its terms,
except as limited or affected by bankruptcy, insolvency,
reorganization, receivership, moratorium or other laws
affecting creditors' rights and remedies generally and
general principles of equity;
(iv) the Debentures of each series are valid
and binding obligations of FPL Group Capital enforceable in
accordance with their respective terms, except as limited or
affected by bankruptcy, insolvency, reorganization,
receivership, moratorium or other laws affecting creditors'
rights and remedies generally and general principles of
equity;
(v) the Guarantee has been duly and validly
authorized by all necessary corporate action, has been duly
and validly executed and delivered and is a valid and
binding obligation of FPL Group enforceable in accordance
with its terms, except as limited or affected by bankruptcy,
insolvency, reorganization, receivership, moratorium or
other laws affecting creditors rights and remedies generally
and general principles of equity;
(vi) to the best of the knowledge of said
Counsel, FPL Group Capital and its direct significant
subsidiaries (as defined in Regulation S-X) have good and
marketable title to all of the capital stock of their
respective direct significant subsidiaries (as defined in
Regulation S-X) free and clear of all liens and
encumbrances, except such as do not materially affect the
value thereof, and FPL Group has good and marketable title
to all of the common stock of its subsidiaries free and
clear of all liens and encumbrances, except such as do not
materially affect the value thereof;
(vii) the Registration Statement, Registration
Statement No. 33-47813 and Registration Statement 33-69786,
each at its Effective Date, and the Prospectus, at the 424
Date (except as to the financial statements and other
financial or statistical data contained or incorporated by
reference therein, upon which such opinion need not pass and
except for those parts of the Registration Statement,
Registration Statement No. 33-47813 and Registration
Statement 33-69786 that constitute the Statements of
Eligibility on Form T-1, upon which such opinion need not
pass), complied as to form in all material respects with the
applicable requirements of the Securities Act and the
applicable instructions, rules and regulations of the
Commission thereunder and the Incorporated Documents (except
as to the financial statements and other financial or
statistical data contained or incorporated by reference
therein, upon which such opinion need not pass), at the time
they were filed with the Commission, complied as to form in
all material respects with the applicable requirements of
the Exchange Act and the applicable instructions, rules and
regulations of the Commission thereunder; each of
Registration Statement No. 33-69786, Registration Statement
No. 33-47813 and the Registration Statement has become, and
is, at the Closing Date, effective under the Securities Act,
and to the best of the knowledge of said Counsel, no
proceedings for a stop order with respect to Registration
Statement No. 33-69786, Registration Statement No. 33-47813
or the Registration Statement are pending or threatened
under Section 8 of the Securities Act;
(viii) the consummation of the transactions
herein contemplated and the fulfillment of the terms hereof
and the compliance by FPL Group Capital with all the terms
and provisions of the Indenture and by FPL Group with all
the terms and provisions of the Guarantee will not result in
a breach of any of the terms or provisions of, or constitute
a default under, the FPL Group Capital Charter or by-laws or
the FPL Group Charter or by-laws, or any indenture,
mortgage, deed of trust or other agreement or instrument the
terms of which are known to such Counsel to which FPL Group
Capital or FPL Group or any of their respective
subsidiaries, as the case may be, is now a party, except
where such breach or default would not have a material
adverse effect on the business, properties or financial
condition of FPL Group Capital or FPL Group, each together
with its respective subsidiaries taken as a whole, as the
case may be;
(ix) nothing has come to the attention of said
Counsel that would lead them to believe that the
Registration Statement, Registration Statement No. 33-47813
or Registration Statement 33-69786 (except as to the
financial statements and other financial or statistical data
contained or incorporated by reference therein, upon which
such opinion need not pass and except for those parts of the
Registration Statement, Registration Statement No. 33-47813
and Registration Statement 33-69786 that constitute the
Statements of Eligibility on Form T-1, upon which such
opinion need not pass), each at its Effective Date,
contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or
that the Prospectus, at the 424 Date and at the Closing Date
(except as aforesaid), included or includes, any untrue
statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements
therein, in the light of the circumstances under which they
were made, not misleading, provided that such Counsel may
state that their belief is based upon their participation in
the preparation of the Registration Statement, Registration
Statement No. 33-47813, Registration Statement 33-69786 and
the Prospectus and any supplements and amendments thereto
and review and discussion of the contents thereof, but is
without independent check or verification except as
specified;
(x) to the best of the knowledge of said
Counsel, no approval, authorization, consent or order of any
public board or body (other than in connection or in
compliance with the provisions of the blue sky laws of any
jurisdiction) is legally required for the authorization of
the issuance and sale of the Debentures of either series and
Guarantee;
(xi) the statements made in the Prospectus
under the headings "Description of Offered Debt Securities",
"Certain Terms of the Debentures" and "Description of the
Guarantee", insofar as they purport to constitute summaries
of the documents referred to therein, constitute accurate
summaries of the terms of such documents in all material
respects;
(xii) the Indenture and the Guarantee are duly
qualified under the 1939 Act;
(xiii) this agreement has been duly and validly
authorized, executed and delivered by FPL Group Capital and
FPL Group; and
(xiv) except as stated or referred to in the
Prospectus, there are no material pending legal proceedings
to which FPL Group Capital or any of its subsidiaries or FPL
Group or any of its subsidiaries is a party or of which
property of FPL Group Capital or any of its subsidiaries or
FPL Group or any of its subsidiaries is the subject which if
determined adversely would have a material effect on FPL
Group Capital and its subsidiaries taken as a whole or FPL
Group and its subsidiaries taken as a whole, as the case may
be, and, to the best of the knowledge of said Counsel, no
such proceeding is known to be contemplated by governmental
authorities.
In said opinion such Counsel may rely as to all matters of
New York law on an opinion of Xxxxxx Xxxx & Priest LLP.
(c) At the Closing Date, the Representatives shall have
received from Xxxxxx Xxxx & Priest LLP, counsel to FPL Group Capital
and FPL Group, a favorable opinion (with a copy thereof for each of
the Underwriters), which opinion will not pass upon compliance with
provisions of the blue sky laws of any jurisdiction, in form and
substance satisfactory to Counsel for the Underwriters, to the same
effect with respect to matters enumerated in paragraphs (iii) to
(xiii) of subsection (b) of this Section 9. In said opinion, such
counsel may rely as to all matters of Florida law on an opinion of
Steel Xxxxxx & Xxxxx LLP, and will not pass upon the incorporation of
FPL Group or FPL Group Capital or franchises.
(d) At the Closing Date, the Representatives shall have
received from Counsel for the Underwriters a favorable opinion (with
a copy thereof for each of the Underwriters) to the same effect with
respect to the matters enumerated in (iii)-(v), (vii) and (ix)-(xiii)
of subsection (b) of this Section 9. In said opinion such Counsel
may rely as to all matters of Florida law on the opinion of Steel
Xxxxxx & Xxxxx LLP, and will not pass upon the incorporation of FPL
Group or FPL Group Capital or franchises.
(e) At the Closing Date, the Representatives shall have
received from Deloitte & Touche LLP a letter (with copies thereof for
each of the Underwriters) to the effect that (i) they are independent
public accountants with respect to FPL Group within the meaning of
the Securities Act and the Exchange Act and the applicable published
rules and regulations thereunder; (ii) in their opinion, the
consolidated financial statements of FPL Group audited by them and
incorporated by reference in the Prospectus comply as to form in all
material respects with the applicable accounting requirements of the
Securities Act and the Exchange Act and the published rules and
regulations thereunder; (iii) on the basis of performing a review of
interim financial information as described in SAS No. 71, Interim
Financial Information, on the unaudited condensed consolidated
financial statements of FPL Group incorporated by reference in the
Prospectus, reading the latest available interim unaudited
consolidated financial statements of FPL Group since the close of FPL
Group's most recent audited fiscal year, reading the minutes and
consents of the Board of Directors and the Finance Committee of the
Board of Directors and Shareholders of FPL Group since the end of the
most recent audited fiscal year, and inquiries of officials of FPL
Group who have responsibility for financial and accounting matters
(it being understood that the foregoing procedures do not constitute
an audit made in accordance with generally accepted auditing
standards and they would not necessarily reveal matters of
significance with respect to the comments made in such letter, and
accordingly that Deloitte & Touche LLP makes no representation as to
the sufficiency of such procedures for the several Underwriters'
purposes), nothing has come to their attention which caused them to
believe that (a) the unaudited condensed consolidated financial
statements of FPL Group incorporated by reference in the Prospectus
(1) do not comply as to form in all material respects with the
applicable accounting requirements of the Securities Act and the
Exchange Act and the published rules and regulations thereunder and
(2) except as disclosed in the Prospectus, are not in conformity with
generally accepted accounting principles applied on a basis
substantially consistent with that of the audited consolidated
financial statements of FPL Group incorporated by reference in the
Prospectus; (b) at the date of the latest available interim balance
sheet read by them and at a specified date not more than five days
prior to the Closing Date there was any change in the capital stock
or long-term debt of FPL Group and its subsidiaries, or decrease in
their consolidated net assets, in each case as compared with amounts
shown in the most recent condensed consolidated balance sheet
incorporated by reference in the Prospectus, except in all instances
for changes or decreases which the Prospectus discloses have occurred
or may occur, or as occasioned by the declaration, provision for, or
payment of dividends, or as occasioned by the sale of common stock
pursuant to any employee benefit plan or the dividend reinvestment
plan or the repurchase of common stock by FPL Group or which are
described in such letter; (c) for the period from the date of the
most recent condensed consolidated balance sheet incorporated by
reference in the Prospectus to the latest available interim balance
sheet read by them and for the period from the date of the latest
available interim balance sheet read by them to a specified date not
more than five days prior to the Closing Date, there were any
decreases, as compared with the corresponding period in the preceding
year, in total consolidated operating revenues or in net income,
except in all instances for decreases which the Prospectus discloses
have occurred or may occur, or which are described in such letter;
and (iv) they have carried out certain procedures and made certain
findings, as specified in such letter, with respect to certain
amounts included in the Prospectus and Exhibit 12 to the Registration
Statement and such other items as the Representatives may reasonably
request.
(f) Since the respective most recent dates as of which
information is given in the Registration Statement and Prospectus,
and up to the Closing Date, (i) there shall have been no material
adverse change in the business, properties or financial condition of
(a) FPL Group Capital and its subsidiaries taken as a whole or (b)
FPL Group and its subsidiaries taken as a whole, except in each case
as reflected in or contemplated by the Registration Statement and
Prospectus, and (ii) there shall have been no material transaction
entered into by (a) FPL Group Capital or any of its subsidiaries that
is material to FPL Group Capital and its subsidiaries taken as a
whole or (b) FPL Group or any of its subsidiaries that is material to
FPL Group and its subsidiaries taken as a whole, in each case other
than transactions disclosed by the Registration Statement and the
Prospectus, and transactions in the ordinary course of business; and
at the Closing Date, the Representatives shall have received a
certificate to such effect from each of FPL Group Capital and FPL
Group signed by an officer of FPL Group Capital or FPL Group, as the
case may be.
(g) All legal proceedings to be taken in connection
with the issuance and sale of the Debentures and the Guarantee shall
have been satisfactory in form and substance to Counsel for the
Underwriters.
In case any of the conditions specified above in this Section 9 shall
not have been fulfilled, this agreement may be terminated by the
Representatives, upon mailing or delivering written notice thereof to FPL
Group Capital. Any such termination shall be without liability of any party
to any other party except as otherwise provided in subsections (c) and (e) of
Section 8 hereof and except that in the event of such termination by the
Representatives, FPL Group Capital shall reimburse the Underwriters for out-
of-pocket expenses reasonably incurred by them in connection with the
transactions contemplated by this agreement, not in excess, however, of an
aggregate of $5,000.
10. Condition of FPL Group Capital's and FPL Group's
Obligations. The obligation of FPL Group Capital to deliver the Debentures
and the obligation of FPL Group to deliver the Guarantee shall be subject to
the following condition:
(a) No stop order suspending the effectiveness of
Registration Statement No. 33-69786, Registration Statement No. 33-
47813 or the Registration Statement, and no order directed to the
adequacy of any Incorporated Document, shall be in effect at the
Closing Date, and no proceedings for either such purpose shall be
pending before, or threatened by, the Commission on such date.
In case the condition specified in this Section 10 shall not have
been fulfilled, this agreement may be terminated by FPL Group Capital and FPL
Group upon mailing or delivering written notice thereof to the
Representatives. Any such termination shall be without liability of any
party to any other party, except as otherwise provided in subsections (c) and
(e) of Section 8 hereof and except that in the event of such termination FPL
Group Capital shall reimburse the Underwriters for out-of-pocket expenses
reasonably incurred by them in connection with the transactions contemplated
by this agreement, not in excess, however, of an aggregate of $5,000.
11. Indemnification.
(a) FPL Group Capital and FPL Group, jointly and
severally, agree to indemnify and hold harmless each Underwriter and
each person who controls any Underwriter within the meaning of
Section 15 of the Securities Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of
them may become subject under the Securities Act or any other statute
or common law and to reimburse each such Underwriter and controlling
person for any legal or other expenses (including, to the extent
hereinafter provided, reasonable counsel fees) incurred by them in
connection with investigating any such losses, claims, damages or
liabilities or in connection with defending any actions, insofar as
such losses, claims, damages, liabilities, expenses or actions arise
out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus
(if used prior to the Effective Date of the Registration Statement),
including all Incorporated Documents, or in the Registration
Statement, Registration Statement No. 33-47813, Registration
Statement 33-69786 or the Prospectus, or the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that the indemnity agreement contained in this
paragraph shall not apply to any such losses, claims, damages,
liabilities, expenses or actions arising out of, or based upon, any
such untrue statement or alleged untrue statement, or any such
omission or alleged omission, if such statement or omission was made
in reliance upon and in conformity with information furnished herein,
to FPL Group Capital or to FPL Group in writing by or on behalf of
any Underwriter, through the Representatives, for use in connection
with the preparation of the Registration Statement, Registration
Statement No. 33-47813, Registration Statement 33-69786 or the
Prospectus or any amendment or supplement to either thereof, or
arising out of, or based upon, statements in or omissions from the
Statements of Eligibility on Form T-1 of the respective Trustees
under the Indenture and the Guarantee; and provided, further, that
the indemnity agreement contained in this paragraph in respect of any
preliminary prospectus shall not inure to the benefit of any
Underwriter (or of any person controlling such Underwriter) on
account of any such losses, claims, damages, liabilities, expenses or
actions arising from the sale of the Debentures of either series to
any person if such Underwriter shall have failed to send or give to
such person (i) with or prior to the written confirmation of such
sale, a copy of the Prospectus or the Prospectus as amended or
supplemented, if any amendments or supplements thereto shall have
been furnished at or prior to the time of written confirmation of the
sale involved, but exclusive of any Incorporated Documents unless the
alleged omission or alleged untrue statement with respect to such
preliminary prospectus is not corrected in the Prospectus or the
Prospectus as amended or supplemented at the time of confirmation, or
(ii) with or prior to the delivery of such Debentures to such person,
a copy of any amendment or supplement to the Prospectus which shall
have been furnished subsequent to such written confirmation and prior
to the delivery of such Debentures to such person, but exclusive of
any Incorporated Documents unless the alleged omission or alleged
untrue statement with respect to such preliminary prospectus was not
corrected in such amendment or supplement at the time of such
delivery of such Debentures. The indemnity agreement of FPL Group
Capital and FPL Group contained in this paragraph and the
representations and warranties of FPL Group Capital and FPL Group
contained in Section 3 and Section 4 hereof, respectively, shall
remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or any such
controlling person, and shall survive the delivery of the Debentures
of each series. The Underwriters agree promptly to notify each of
FPL Group Capital and FPL Group, and each other Underwriter, of the
commencement of any litigation or proceedings against them or any of
them or any such controlling person in connection with the issuance
and sale of the Debentures of either series.
(b) Each Underwriter agrees to indemnify and hold
harmless each of FPL Group Capital and FPL Group, their respective
officers and directors, each other Underwriter, and each person who
controls any thereof within the meaning of Section 15 of the
Securities Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may
become subject under the Securities Act or other statute or common
law, and to reimburse each of them for any legal or other expenses
(including, to the extent hereinafter provided, reasonable counsel
fees) incurred by them in connection with investigating any such
losses, claims, damages or liabilities, or in connection with
defending any actions, insofar as such losses, claims, damages,
liabilities, expenses or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, Registration Statement No.
33-47813, Registration Statement 33-69786 or the Prospectus or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading if such statement or omission was made in
reliance upon and in conformity with information furnished herein, to
FPL Group Capital or FPL Group in writing by or on behalf of such
Underwriter, through the Representatives or otherwise, for use in
connection with the preparation of the Registration Statement,
Registration Statement No. 33-47813, Registration Statement 33-69786
or the Prospectus or any amendment or supplement to any thereof. The
indemnity agreement of the respective Underwriters contained in this
paragraph shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of FPL Group
Capital, FPL Group or any of its officers or directors or any such
other Underwriter or any such controlling person, and shall survive
the delivery of the Debentures of each series. FPL Group Capital and
FPL Group agree promptly to notify the Representatives of the
commencement of any litigation or proceedings against FPL Group
Capital, FPL Group (or any controlling person of either thereof) or
any of its officers or directors in connection with the issuance and
sale of the Debentures of either series.
(c) FPL Group Capital, FPL Group and the several
Underwriters each agree that, upon the receipt of notice of the
commencement of any action against it, its officers and directors, or
any person controlling it as aforesaid, in respect of which indemnity
may be sought on account of any indemnity agreement contained herein,
it will promptly give written notice of the commencement thereof to
the party or parties against whom indemnity shall be sought
thereunder, but the omission so to notify such indemnifying party or
parties of any such action shall not relieve such indemnifying party
or parties from any liability which it or they may have to the
indemnified party otherwise than on account of such indemnity
agreement. In case such notice of any such action shall be so given,
such indemnifying party shall be entitled to participate at its own
expense in the defense or, if it so elects, to assume (in conjunction
with any other indemnifying parties) the defense of such action, in
which event such defense shall be conducted by counsel chosen by such
indemnifying party or parties and satisfactory to the indemnified
party or parties who shall be defendant or defendants in such action,
and such defendant or defendants shall bear the fees and expenses of
any additional counsel retained by them; but if the indemnifying
party shall elect not to assume the defense of such action, such
indemnifying party will reimburse such indemnified party or parties
for the reasonable fees and expenses of any counsel retained by them;
provided, however, if the defendants in any such action include both
the indemnified party and the indemnifying party and counsel for the
indemnifying party shall have reasonably concluded that there may be
a conflict of interest involved in the representation by such counsel
of both the indemnifying party and the indemnified party, the
indemnified party or parties shall have the right to select separate
counsel, satisfactory to the indemnifying party, to participate in
the defense of such action on behalf of such indemnified party or
parties at the expense of the indemnifying party (it being
understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel representing the
indemnified parties who are parties to such action).
12. Termination. This agreement may be terminated by the
Representatives by delivering written notice thereof to FPL Group Capital, at
any time prior to the Closing Date if (a) after the date hereof and at or
prior to the Closing Date there shall have occurred any general suspension of
trading in securities on the New York Stock Exchange, Inc. or there shall
have been established by the New York Stock Exchange, Inc. or by the
Commission or by any federal or state agency or by the decision of any court
any limitation on prices for such trading or any restrictions on the
distribution of securities, or a general banking moratorium declared by New
York or federal authorities, or (b) there shall have occurred any new
outbreak of hostilities, including, but not limited to, an escalation of
hostilities which existed prior to the date of this agreement or other
national or international calamity or crisis, the effect of any such event
specified in (a) or (b) above on the financial markets of the United States
shall be such as to make it impracticable for the Underwriters to enforce
contracts for the sale of the Debentures of either series. This agreement
may also be terminated at any time prior to the Closing Date if in the
judgment of the Representatives the subject matter of any amendment or
supplement to the Registration Statement, Registration Xxxxxxxxx Xx. 00-
00000, Xxxxxxxxxxxx Statement 33-69786 or the Prospectus prepared and
furnished by FPL Group Capital or FPL Group reflects a material adverse
change in the business, properties or financial condition of FPL Group
Capital and its subsidiaries taken as a whole or FPL Group and its
subsidiaries taken as a whole which renders it either inadvisable to proceed
with such offering, if any, or inadvisable to proceed with the delivery of
the Debentures of either series to be purchased hereunder. Any termination
of this agreement pursuant to this Section 12 shall be without liability of
any party to any other party except as otherwise provided in subsections (c)
and (e) of Section 8 hereof.
13. Miscellaneous. The validity and interpretation of this
agreement shall be governed by the laws of the State of New York. This
agreement shall inure to the benefit of FPL Group Capital, FPL Group, the
several Underwriters and, with respect to the provisions of Section 11
hereof, each controlling person referred to in said Section 11, and their
respective successors. Nothing in this agreement is intended or shall be
construed to give to any other person, firm or corporation any legal or
equitable right, remedy or claim under or in respect of this agreement or any
provision herein contained. The term "successors" as used in this agreement
shall not include any purchaser, as such purchaser, of any Debentures from
any of the several Underwriters.
14. Notices. All communications hereunder shall be in writing
or by telegram and, if to the Underwriters, shall be mailed or delivered to
the Representatives at the address set forth in Schedule I hereto, or if to
FPL Group Capital or FPL Group, shall be mailed or delivered to it at 000
Xxxxxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxxxx 00000, Attention: Treasurer.
If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for that
purpose, whereupon this letter and your acceptance shall constitute a binding
agreement between us.
Very truly yours,
FPL Group Capital Inc
By: DILEK SAMIL
--------------
Name: Dilek L. Samil
Title: Vice President, Treasurer
and Assistant Secretary
FPL Group, Inc.
By: DILEK SAMIL
--------------
Name: Dilek L. Samil
Title: Treasurer
Accepted and delivered as of
the date first above written:
Banc of America Securities LLC
By: J R XXXXXXX
-------------
Name: J. R. Xxxxxxx
Title: Managing Director
Acting on their own behalf and as Representatives of the other several
Underwriters referred to in the foregoing agreement.
SCHEDULE I
Underwriting Agreement dated
Registration Statement Nos. 33-47813, 33-69786, and 333-64685 and
333-64685-01
Representatives and Addresses:
Banc of America Securities LLC
Chase Securities Inc.
Xxxxxxx Xxxxx Xxxxxx Inc.
c/o Banc of America Securities LLC
BankAmerica Corporate Center
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
FAX: (000) 000-0000
Attention: Xxxxx Xxxxxxx
Securities:
1. Designation: 6 7/8% Debentures, Series due June 1, 2004
Principal Amount: $175,000,000
Indenture dated as of: June 1, 1999
Date of Maturity: June 1, 2004
Interest Rate: 6 7/8%
Purchase Price: $173,302,500
Public Offering Price: $174,352,500
Closing Date and Location: June 29, 1999 at the offices of
Xxxxxx Xxxx & Priest
LLP, 00 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx
2. Designation: 7 3/8% Debentures, Series due June 1, 2009
Principal Amount: $225,000,000
Indenture dated as of: June 1, 1999
Date of Maturity: June 1, 2009
Interest Rate: 7 3/8%
Purchase Price: $223,463,250
Public Offering Price: $224,925,750
Closing Date and Location: June 29, 1999 at the offices of
Xxxxxx Xxxx & Priest
LLP, 00 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx
SCHEDULE II
Principal Amount of Principal Amount of
6 7/8% Debentures, 7 3/8% Debentures
Underwriter Series due June 1, 1999 Series due June 1, 0000
Xxxx xx Xxxxxxx
Securities LLC $ 58,334,000 $ 75,000,000
Chase Securities Inc. $ 58,333,000 $ 75,000,000
Xxxxxxx Xxxxx Xxxxxx Inc. $ 58,333,000 $ 75,000,000
TOTAL $175,000,000 $225,000,000
