EXHIBIT 1
FPL GROUP CAPITAL INC
DEBENTURES
ABSOLUTELY AND UNCONDITIONALLY GUARANTEED BY
FPL GROUP, INC.
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UNDERWRITING AGREEMENT
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, 1998
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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
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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 designation, with the terms and in the principal
amount 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 6 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
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Debentures will be a series of debentures issued by FPL Group
Capital under an Indenture, dated as of , to The Bank of New
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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
, between FPL Group, as Guarantor, and The Bank of
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New York, as Guarantee Trustee, in substantially the form
heretofore delivered to the Representatives (the "Guarantee").
3. Representations and Warranties of FPL Group Capital.
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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. FPL
Group Capital also filed with the Commission a registration
statement on Form S-3, including a prospectus, for the
registration of an additional $300,000,000 aggregate
principal amount of its debt securities (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 No. 333- , as amended
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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
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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 by bankruptcy,
insolvency or other laws affecting creditors' rights
generally and limitations on the availability of equitable
remedies.
(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
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.
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4. Representations and Warranties of FPL Group. FPL Group
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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
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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 by bankruptcy, insolvency or other
laws affecting creditors rights generally and limitations
on the availability of equitable remedies.
(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 subsidiaries 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 by bankruptcy, insolvency
and other laws affecting creditors rights generally and
equitable limitations on the enforceability of specific
remedies.
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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
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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 price set forth in Schedule I hereto.
6. Public Offering. The Underwriters propose to make a bona
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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.
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Delivery of the Debentures and Guarantee 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 Depository Trust
Company ("DTC") or to The Bank of New York, as custodian for DTC,
in fully registered global form registered in the name of DTC, as
depository, or its nominee, for the respective accounts specified
by the Representatives not later than the close of business on
the business day preceding the Closing Date. 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
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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 set forth opposite their respective names in Schedule
II hereto) the principal amount of the Debentures 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
principal amount of the Debentures 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 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
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Capital and FPL Group agree with the several Underwriters that:
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(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
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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
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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;
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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 by bankruptcy, insolvency
or other laws affecting creditors' rights generally and
limitations on the availability of equitable remedies;
(iv) the Debentures are valid and binding
obligations of FPL Group Capital enforceable in
accordance with their terms, except as limited by
bankruptcy, insolvency or other laws affecting
creditors' rights generally and limitations on the
availability of equitable remedies, and are entitled to
the benefits afforded by the Indenture;
(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 by
bankruptcy, insolvency or other laws affecting
creditors rights generally and limitations on the
availability of equitable remedies;
(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 its 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
-11-
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), 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
-12-
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 Xxxxxxxxx Xx. 00-
00000, Xxxxxxxxxxxx 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 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
-13-
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
-14-
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
-15-
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
-16-
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 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. 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.
(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
-17-
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. 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.
(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).
-18-
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.
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 Statement No. 33-47813, Registration
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 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.
-19-
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:
---------------------------
Name:
Title:
FPL Group, Inc.
By:
---------------------------
Name:
Title:
Accepted and delivered as of
the date first above written:
By:
---------------------------
Name:
Title:
Acting on their own behalf and as Representatives of the other
several Underwriters referred to in the foregoing agreement.
-20-
SCHEDULE I
Underwriting Agreement dated
Registration Statement Nos. 33-47813, 33-69786, and 333-
------
Representatives and Addresses:
Securities:
Designation:
Principal Amount:
Indenture dated as of
Date of Maturity:
Interest Rate:
Purchase Price:
Public Offering Price:
Closing Date and Location:
SCHEDULE II
Underwriter Principal Amount
----------- of Debentures
---------------------
TOTAL
--------------------
