This instrument was prepared by:
EXHIBIT 4(j)
Florida Power & Light Company
000 Xxxxxxxx Xxxxxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
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FLORIDA POWER & LIGHT COMPANY
TO
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 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
BANKERS TRUST COMPANY, a corporation of the State of New York, whose post office
address is Four Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (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, 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 record 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 Bankers
Trust Company, 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,
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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.
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
3
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 Bankers
Trust Company, 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:
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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 ______ 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
-------------------
** 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.
5
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 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.]
-------------------
*** These or other redemption provisions or other terms and conditions relating
to the series of First Mortgage Bonds may be inserted here.
6
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;] 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:
GENERAL REDEMPTION PRICES
IF REDEEMED DURING THE 12 MONTH PERIOD ENDING ,
-------------------
-------------------
**** 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.
7
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.
8
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.
-------------------
****** 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.
9
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 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.
10
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 BANKERS TRUST
COMPANY 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.
FLORIDA POWER & LIGHT COMPANY
By:________________________________
Attest:___________________
Executed, sealed and delivered by
FLORIDA POWER & LIGHT COMPANY
in the presence of:
-----------------------------
-----------------------------
11
BANKERS TRUST COMPANY,
As Trustee
By:___________________________
Attest:___________________
Executed, sealed and delivered by
BANKERS TRUST COMPANY
in the presence of:
-----------------------------
12
STATE OF FLORIDA )
) ss:
COUNTY OF PALM BEACH )
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 an
_____________________ 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 No.______________________
My Commission Expires__________________
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STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
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
BANKERS TRUST 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, a _____________________ and an
_____________________ of BANKERS TRUST COMPANY, 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. _____________________ and
_____________________ 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 New York
Commission No._____________________
Qualified in ____________________ County
My Commission Expires ________________
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