AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 1994.
FLORIDA POWER CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 59-0247770
(State of Incorporation) (I.R.S. Employer Identification No.)
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3201 34TH STREET SOUTH
ST. PETERSBURG, FLORIDA 33711
TELEPHONE NUMBER (813) 866-5151
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DAVID R. KUZMA
VICE PRESIDENT AND TREASURER
FLORIDA POWER CORPORATION
3201 34TH STREET SOUTH
ST. PETERSBURG, FLORIDA 33711
(813) 866-4553
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / /
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED* PER UNIT** OFFERING PRICE** FEE
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First Mortgage Bonds........... $250,000,000 100% $250,000,000 $86,208
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED AUGUST 29, 1994
$370,000,000
FLORIDA POWER CORPORATION
FIRST MORTGAGE BONDS
Florida Power Corporation (the "Company") intends to offer from time to time up to $370,000,000 aggregate principal amount of its First Mortgage Bonds (the "New Bonds") in one or more series on terms to be determined at the time or times of sale.
The title, aggregate principal amount, purchase price, maturity, interest rate and time of payment, redemption and/or sinking fund provisions, if any, and other specific terms of each series of the New Bonds, in respect of which this Prospectus is being delivered, are set forth in the accompanying Prospectus Supplement. See also "Description of New Bonds and Mortgage" herein. This Prospectus may not be used to consummate sales of New Bonds unless accompanied by a Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Company may sell the New Bonds on a negotiated or competitive bid basis through one or more underwriters, dealers or agents, or directly to one or a limited number of purchasers. The names of the underwriters, dealers or agents, if any, the initial public offering price, any applicable discounts or commissions and the proceeds to the Company with respect to the New Bonds for which this Prospectus is being delivered are set forth in the accompanying Prospectus Supplement. See "Plan of Distribution" herein.
The date of this Prospectus is , 199 .
AVAILABLE INFORMATION
The Company and its parent, Florida Progress Corporation, are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and in accordance therewith file reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). Reports, proxy statements and other information filed by the Company and its parent can be inspected and copied at the SEC's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549, and the following Regional Offices of the SEC: 7 World Trade Center, Suite 1300, New York, New York 10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and copies of such material can be obtained from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports, proxy material and other information concerning the Company's parent may be inspected at the New York Stock Exchange, 20 Broad Street, New York, New York 10005, and at The Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104.
This Prospectus constitutes a part of a registration statement on Form S-3 (together with all amendments and exhibits, the "Registration Statement") filed by the Company with the SEC under the Securities Act of 1933, as amended. This Prospectus does not contain all of the information included in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. Reference is made to the Registration Statement for further information with respect to the Company and the New Bonds offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the SEC (File No. 1-3274), as amended, are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1993, as filed with the SEC on March 25, 1994.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994 and June 30, 1994, as filed with the SEC on May 9, 1994 and August 5, 1994, respectively.
3. Current Reports on Form 8-K dated January 17, 1994, April 21, 1994 and July 21, 1994, as filed with the SEC on January 26, 1994, April 21, 1994 and July 25, 1994, respectively.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering of the New Bonds offered hereby shall be deemed to be incorporated by reference in this Prospectus from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein (or in the accompanying Prospectus Supplement) or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or replaces such statement. Any such statement so modified or superseded shall not be deemed, except as modified or superseded, to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON
THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY AND ALL OF THE
DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS
PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE. REQUESTS FOR SUCH COPIES
SHOULD BE DIRECTED TO: FLORIDA PROGRESS CORPORATION, INVESTOR SERVICES
DEPARTMENT, P. O. BOX 33042, ST. PETERSBURG, FLORIDA 33733, OR TELEPHONE (813)
824-6428 OR TOLL-FREE (800) 352-1121.
THE COMPANY
Florida Power Corporation, a wholly owned subsidiary of Florida Progress Corporation, was incorporated in Florida in 1899 and has its principal executive office at 3201 34th Street South, St. Petersburg, Florida 33711, telephone number (813) 866-5151. The Company is an operating public utility engaged in the production, transmission, distribution and sale of electricity primarily within the State of Florida. The Company's service area covers about 20,000 square miles in central and northern Florida and along the west coast of the state and includes St. Petersburg and Clearwater as well as the areas surrounding Walt Disney World, Orlando, Ocala and Tallahassee. During the twelve months ended June 30, 1994, the Company served an average of approximately 1,231,000 customers. As of June 30, 1994, the Company had a system generating capacity of 7,335 megawatts, and its energy sources (on a megawatt hour basis) for the twelve months ended June 30, 1994 were approximately 42.6% coal, 20.9% oil, 0.5% gas, 16.6% nuclear and 19.4% purchased power.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's ratio of earnings to fixed charges for the periods indicated:
12 MONTHS ENDED YEAR ENDED DECEMBER 31,
JUNE 30, 1994 --------------------------------
(UNAUDITED) 1993 1992 1991 1990 1989
- --------------- ---- ---- ---- ---- ----
3.92 3.83 3.84 3.87 3.89 3.79
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For purposes of computing the ratio of earnings to fixed charges, earnings consists of net income plus income taxes and fixed charges. Fixed charges represent gross interest expense including amortization of debt expense, discount or premium.
USE OF PROCEEDS
Except as may otherwise be set forth in the accompanying Prospectus Supplement, the net proceeds from the sale of the New Bonds offered hereby will be used for the repayment of commercial paper and for general corporate purposes.
DESCRIPTION OF NEW BONDS AND MORTGAGE
GENERAL. The New Bonds will be issued in one or more series under an Indenture, dated as of January 1, 1944, with First Chicago Trust Company of New York, as Trustee (the "Trustee"), as supplemented by supplemental indentures, including one or more supplemental indentures relating to the New Bonds (the Indenture as so supplemented being hereinafter referred to as the "Mortgage"). Copies of the original Indenture and certain supplemental indentures that amend the original Indenture are on file with the SEC as exhibits to the Registration Statement or as exhibits to other documents. The description of the New Bonds and brief summaries of certain Mortgage provisions that follow are qualified in their entirety by reference to the provisions of the Mortgage. Particular sections of the Mortgage that are relevant to the discussion are cited parenthetically.
Any series of the New Bonds will not be limited in aggregate principal
amount except as provided in the Mortgage. A Prospectus Supplement will
describe the following terms relating to any particular series of New Bonds:
(i) the title of such New Bonds; (ii) the aggregate principal amount of such
New Bonds; (iii) the date on which such New Bonds mature; (iv) the rate per
annum at which such New Bonds will bear interest; (v) the dates on which
interest on such New Bonds will be payable; (vi) the redemption and/or sinking
fund provisions, if any, applicable to such New Bonds; and (vii) any other
specific terms of such New Bonds.
The Mortgage does not contain any covenants or other provisions that are specifically intended to afford holders of the New Bonds special protection in the event of a highly leveraged transaction. As of July 31, 1994, $886,040,000 of First Mortgage Bonds were outstanding under the Mortgage.
FORM AND EXCHANGES. The New Bonds will be issuable only as fully registered bonds without coupons in denominations of $1,000 or any integral multiple thereof, and will be exchangeable for a like aggregate principal amount in other authorized denominations of the same series without charge (except for any
governmental charge or tax). The New Bonds may be presented for transfer or exchange at the corporate trust office of the Trustee in New York, New York.
MAINTENANCE FUND. The Mortgage provides that the amount expended for property additions will, at the end of each year, equal the aggregate of the minimum provision for depreciation, for each calendar year subsequent to December 31, 1943, and if at the end of any such year the Company has not expended such required amount, it will deposit with the Trustee the difference in cash. (Section 5.08). Certain credits are allowed against cash so required to be deposited. The minimum provision for depreciation shall mean an amount equal to (a) 15% of the gross operating revenues of the Company less the cost of electric energy purchased for resale, less (b) an amount equal to the aggregate of the charges to operating expense for maintenance; provided, however, that the minimum provision for depreciation for any period shall not exceed the maximum provision for depreciation, as defined, for the period. (Section 1.05). Cumulative expenditures for property additions exceeded the required provision for depreciation by approximately $4.6 billion as of December 31, 1993.
SECURITY. The New Bonds will be secured by the lien of the Mortgage and will rank pari passu with all bonds outstanding thereunder. In the opinion of counsel for the Company, the Mortgage constitutes a first mortgage lien, subject only to permitted encumbrances and liens, on substantially all of the fixed properties owned by the Company except miscellaneous properties specifically excepted. After-acquired property is covered by the lien of the Mortgage, subject to existing liens at the time such property is acquired. (Section 2.01 and Preambles).
ISSUANCE OF ADDITIONAL BONDS. Bonds may be issued under the Mortgage in a
principal amount equal to (1) an amount not exceeding 60% of the bondable value
of property additions, as defined (Section 4.03); (2) an additional aggregate
principal amount not exceeding the aggregate principal amount of refundable
prior lien bonds deposited with the Trustee (Section 4.04); (3) an additional
aggregate principal amount not exceeding the aggregate principal amount of any
bonds theretofore authenticated which have been canceled or delivered for
cancellation (Section 4.05); and (4) an additional aggregate principal amount
equal to the amount of cash deposited with the Trustee against the issuance of
bonds (Section 4.06). As of December 31, 1993, the bondable value of property
additions under clause (1) above was approximately $2.6 billion, permitting the
issuance of approximately $1.6 billion of additional bonds. Cash deposited with
the Trustee under clause (4) above may be withdrawn in an amount equal to the
principal amount of each bond, if the Company would otherwise be entitled to
have such bond authenticated under any of the provisions referred to in clauses
(1), (2) and (3) above, and may also be used for the purchase or redemption of
bonds. (Section 4.06). Bonds may be authenticated pursuant to clauses (1) and
(4) above (and in certain cases pursuant to (2) and (3) above) only if net
earnings for twelve successive months in the fifteen months immediately
preceding the first day of the month in which application for additional bonds
is made shall be at least two times the annual interest charges on the bonds
and prior lien bonds outstanding and to be outstanding. (Section 4.08).
RELEASE AND SUBSTITUTION OF PROPERTY. Subject to various limitations, property may be released from the lien of the Mortgage when sold or exchanged, upon the basis of (1) cash deposited with the Trustee, (2) purchase money obligations pledged with the Trustee, (3) property additions certified to the Trustee and acquired in exchange for the property released, or (4) the fair value to the Company of property and securities certified to the Trustee, less the principal amount of certain outstanding prior lien bonds. (Section 9.03). If all or substantially all of the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be so released, whether pursuant to the request of the Company or by eminent domain, then the Company is required to redeem all the bonds of all series (including the New Bonds) and has covenanted to deposit with the Trustee sufficient cash for that purpose. (Section 8.08(b)). Any new property acquired to take the place of any property released shall be subjected to the lien of the Mortgage. (Section 9.11).
RESTRICTION ON DIVIDENDS. The Mortgage provides that the Company will not pay any cash dividends upon its common stock, or make any other distribution to the holders thereof, except a payment or distribution out of net income of the Company subsequent to December 31, 1943. (Section 5.24).
MODIFICATION OF MORTGAGE. The Mortgage may be modified with the consent of the holders of 75% in aggregate principal amount of bonds (including 75% in aggregate principal amount of each affected series), except no such modifications shall (1) extend the maturity of any bonds, or reduce the interest rate or extend the time of payment thereof, or reduce the principal amount thereof, without the express consent of the holder of each bond affected, (2) reduce the aforesaid percentage without the consent of the holders of all bonds outstanding, (3) permit the creation of a prior or equal lien on the pledged property, or (4) deprive any bond of the lien of the Mortgage. (Section 17.02).
DEFAULT. The following are defined as completed defaults in the Mortgage:
(1) default in the payment of principal on any of the bonds when due and
payable; (2) default continued for 60 days in the payment of any interest on
any of the bonds; (3) default in the payment of principal or interest upon any
outstanding prior lien bonds continued beyond any applicable grace period; (4)
certain acts of bankruptcy, insolvency or reorganization; and (5) default
continued for 60 days after written notice to the Company by the Trustee in the
observance or performance of any other covenant, agreement or condition
contained in the Mortgage or in any of the bonds. (Section 10.01). The Company
is required by the Mortgage to report annually to the Trustee as to the absence
of default and compliance with the provisions of the Mortgage. (Section 5.23).
The holders of a majority in principal amount of the bonds outstanding have the right to direct the time, method and place of conducting any proceedings for any remedy available to, or conferred by the Mortgage upon, the Trustee; provided, however, that the Trustee may, if it determines in good faith that such direction would involve the Trustee in personal liability or be unjustly prejudicial to the rights of the non-assenting bondholders, decline to follow such direction. (Section 10.06).
CONCERNING THE TRUSTEE. A banking affiliate of the Trustee is one of a number of banks with which the Company and Progress Capital Holdings, Inc. ("PCH"), a subsidiary of Florida Progress Corporation, maintain ordinary banking relationships and from which the Company and PCH have obtained credit facilities and lines of credit. The Trustee also acts as issuing and paying agent in respect of the private placement of PCH's medium-term notes. An affiliate of the Trustee may from time to time provide certain investment banking and securities underwriting services to the Company and its affiliates.
PLAN OF DISTRIBUTION
The Company may sell the New Bonds in one or more series in any of the
following ways: (i) in a negotiated sale; (ii) pursuant to competitive bidding;
(iii) through one or more underwriters or dealers; (iv) directly to one or a
limited number of purchasers; (v) through one or more agents; or (vi) through
any combination of the above. The terms of any offering of New Bonds, including
the proceeds to the Company, any underwriting discounts or commissions and
other items constituting underwriters' compensation, the initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers, will be set forth in the Prospectus Supplement relating to such
offering. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
If an underwriter or underwriters are involved in the sale of any New Bonds, the Company will execute an underwriting agreement with such underwriters at the time of sale, and the name of each underwriter, the principal amount of New Bonds to be purchased by it and the other terms and conditions of the transaction will be set forth in the Prospectus Supplement relating to such sale. The New Bonds will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of the sale. Unless otherwise indicated in the Prospectus Supplement, the underwriting agreement will provide that the underwriters are obligated to purchase all of the New Bonds offered in the Prospectus Supplement if any are purchased.
If a dealer is used in the sale of any New Bonds, the Company will sell such New Bonds to the dealer as principal. The dealer may then resell such New Bonds to the public at varying prices to be determined by such dealer at the time of resale.
If any New Bonds are sold through an agent or agents designated by the Company from time to time, the Prospectus Supplement will name any such agent, set forth any commissions payable by the Company to any such agent and the obligations of such agent with respect to the New Bonds. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment.
In connection with the sale of the New Bonds, any underwriters, dealers or agents may receive compensation from the Company or from purchasers in the form of concessions or commissions. The underwriters will be, and any agents and any dealers participating in the distribution of the New Bonds may be, deemed to be underwriters within the meaning of the Securities Act of 1933. The Company will agree to indemnify any such underwriters, dealers or agents against certain liabilities, including liabilities under the Securities Act of 1933.
LEGAL MATTERS
Certain matters relating to the legality of the New Bonds will be passed upon for the Company by Kenneth E. Armstrong, Esq., Vice President, General Counsel and Secretary of Florida Progress Corporation, acting as counsel for the Company, and for the underwriters, agents or purchasers by Jones, Day, Reavis & Pogue, Chicago, Illinois, except that matters of Florida law will be passed upon only by Kenneth E. Armstrong, Esq.
EXPERTS
The financial statements and schedules included in the Company's Annual Report on Form 10-K for the year ended December 31, 1993, incorporated herein by reference, have been audited by KPMG Peat Marwick, independent certified public accountants, to the extent and for the periods indicated in their report with respect thereto, and are incorporated herein by reference in reliance upon their report given on the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick covering the December 31, 1993 financial statements refers to a change in the methods of accounting for income taxes and postretirement benefits other than pensions.
The statements made herein and in the documents incorporated herein by reference that relate to matters of law or express legal conclusions are made on the authority of Kenneth E. Armstrong, Esq., Vice President, General Counsel and Secretary of Florida Progress Corporation, as an expert, and are included herein upon the authority of such counsel.
TABLE OF CONTENTS
Available Information.................. 2 Incorporation of Certain Documents by Reference............................ 2 The Company............................ 3 Ratio of Earnings to Fixed Charges..... 3 Use of Proceeds........................ 3 Description of New Bonds and Mortgage............................. 3 Plan of Distribution................... 5 Legal Matters.......................... 6 Experts................................ 6 - ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ |
$370,000,000
[LOGO]
FLORIDA
POWER
CORPORATION
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Florida Documentary Stamp Tax.................................... $ 875,000*
Florida Intangible Tax........................................... 78,749*
Rating Agency Fees............................................... 152,500*
Printing and Engraving........................................... 35,000*
SEC Registration Fee............................................. 86,208
Trustees Fees.................................................... 10,000*
Accounting Fees and Expenses..................................... 20,000*
Legal Fees and Blue Sky Expenses................................. 15,000*
Miscellaneous.................................................... 12,543*
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Total.................................................. $1,285,000*
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* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Florida Business Corporation Act, as amended (the "Florida Act"), provides that, in general, a business corporation may indemnify any person who is or was a party to any proceeding (other than an action by, or in the right of, the corporation) by reason of the fact that he or she is or was a director or officer of the corporation, against liability incurred in connection with such proceeding, including any appeal thereof, provided certain standards are met, including that such officer or director acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and provided further that, with respect to any criminal action or proceeding, the officer or director had no reasonable cause to believe his or her conduct was unlawful. In the case of proceedings by or in the right of the corporation, the Florida Act provides that, in general, a corporation may indemnify any person who was or is a party to any such proceeding by reason of the fact that he or she is or was a director or officer of the corporation against expenses and amounts paid in settlement actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, provided that such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and provided further that no indemnification shall be made in respect of any claim as to which such person is adjudged liable unless a court of competent jurisdiction determines upon application that such person is fairly and reasonably entitled to indemnity. To the extent that any officers or directors are successful on the merits or otherwise in the defense of any of the proceedings described above, the Florida Act provides that the corporation is required to indemnify such officers or directors against expenses actually and reasonably incurred in connection therewith. However, the Florida Act further provides that, in general, indemnification or advancement of expenses shall not be made to or on behalf of any officer or director if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (i) a violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a transaction from which the director or officer derived an improper personal benefit; (iii) in the case of a director, a circumstance under which the director has voted for or assented to a distribution made in violation of the Florida Act or the corporation's articles of incorporation; or (iv) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder. Article XI of the Company's By-laws provides that the Company shall indemnify any director, officer or employee or any former director, officer or employee to the full extent permitted by law.
The underwriters, if any, will also agree to indemnify the directors and officers of the Company against certain liabilities as set forth in Paragraph 7 of the Underwriting Agreement (see Exhibit 1).
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The Company has purchased insurance with respect to, among other things, the liabilities that may arise under the statutory provisions referred to above. The directors and officers of the Company also are insured against certain liabilities, including certain liabilities arising under the Securities Act of 1933, which might be incurred by them in such capacities and against which they are not indemnified by the Company.
ITEM 16. EXHIBITS.
1 -- Form of Underwriting Agreement.
4.(a)* -- Indenture, dated as of January 1, 1944 (the "Indenture"), between the Company and
Guaranty Trust Company of New York and The Florida National Bank of Jacksonville,
as Trustees. (Filed as Exhibit B-18 to the Company's Registration Statement on
Form A-2 (No. 2-5293) filed with the SEC on January 24, 1944.)
4.(b)* -- Seventh Supplemental Indenture, dated as of July 1, 1956, between the Company and
Guaranty Trust Company of New York and The Florida National Bank of Jacksonville,
as Trustees, with reference to the modification and amendment of the Indenture.
(Filed as Exhibit 4(b) to the Company's Registration Statement on Form S-3 (No.
33-16788) filed with the SEC on September 27, 1991.)
4.(c)* -- Eighth Supplemental Indenture, dated as of July 1, 1958, between the Company and
Guaranty Trust Company of New York and The Florida National Bank of Jacksonville,
as Trustees, with reference to the modification and amendment of the Indenture.
(Filed as Exhibit 4(c) to the Company's Registration Statement on Form S-3 (No.
33-16788) filed with the SEC on September 27, 1991.)
4.(d)* -- Sixteenth Supplemental Indenture, dated as of February 1, 1970, between the
Company and Morgan Guaranty Trust Company of New York and The Florida National
Bank of Jacksonville, as Trustees, with reference to the modification and
amendment of the Indenture. (Filed as Exhibit 4(d) to the Company's Registration
Statement on Form S-3 (No. 33-16788) filed with the SEC on September 27, 1991.)
4.(e)* -- Twenty-Ninth Supplemental Indenture dated as of September 1, 1982, between the
Company and Morgan Guaranty Trust Company of New York and Florida National Bank,
as Trustees, with reference to modification and amendment of the Indenture. (Filed
as Exhibit 4(c) to the Company's Registration Statement on Form S-3 (No. 2-79382)
filed with the SEC on September 17, 1982.)
4.(f) -- Thirty-Eighth Supplemental Indenture dated as of July 25, 1994, between the
Company and First Chicago Trust Company of New York, as successor Trustee, Morgan
Guaranty Trust Company of New York, as resigning Trustee, and First Union National
Bank of Florida, as resigning Co-Trustee, with reference to confirmation of First
Chicago Trust Company of New York as successor Trustee under the Indenture.
4.(g) -- Form of Supplemental Indenture between the Company and First Chicago Trust Company
of New York, as Trustee, with reference to the New Bonds.
5 -- Opinion of Kenneth E. Armstrong, Esq. regarding the legality of the New Bonds to
be issued.
12 -- Statement regarding computation of ratio of earnings to fixed charges.
24.(a) -- Consent of KPMG Peat Marwick, independent certified public accountants.
24.(b) -- Consent of Kenneth E. Armstrong, Esq. is contained in his opinion filed as Exhibit
5.
25 -- Powers of Attorney are included on the signature page of this Registration
Statement.
26 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of
First Chicago Trust Company of New York.
27* -- Form of Invitation for Competitive Bids. (Filed as Exhibit 27 to the Company's
Registration Statement on Form S-3 (No. 33-57370) filed with the SEC on January
26, 1993.)
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* Incorporated herein by reference.
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ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to use its best efforts to distribute prior to the opening of bids, to prospective bidders, underwriters and dealers, a reasonable number of copies of a prospectus which at that time meets the requirements of Section 10(a) of the Securities Act of 1933, and relating to the securities offered at competitive bidding, as contained in the registration statement, together with any supplements thereto.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 15, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on the 29th day of August, 1994.
FLORIDA POWER CORPORATION
By: /s/ Allen J. Keesler, Jr.
--------------------------------------
Allen J. Keesler, Jr., President
and Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and directors of Florida Power Corporation (the "Company"), a Florida corporation, for himself or herself and not for one another, does hereby constitute and appoint KENNETH E. ARMSTRONG, DAVID R. KUZMA, JEFFREY R. HEINICKA and DOUGLAS E. WENTZ, and each of them, a true and lawful attorney in his or her name, place and stead, in any and all capacities, to sign his or her name to any and all amendments, including post-effective amendments, to this registration statement with respect to the proposed issuance, sale and delivery by the Company of its First Mortgage Bonds, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, and each of the undersigned for himself or herself hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------------------------------------------- ------------------------- -----------------
(i) /s/ ALLEN J. KEESLER, JR. President, Chief August 29, 1994
--------------------------------------------- Executive Officer and
Allen J. Keesler, Jr. Director
Principal Executive Officer
(ii) /s/ JEFFREY R. HEINICKA Senior Vice President August 29, 1994
--------------------------------------------- and Chief Financial
Jeffrey R. Heinicka Officer
Principal Financial Officer
(iii) /s/ JOHN SCARDINO, JR. Vice President and August 29, 1994
--------------------------------------------- Controller
John Scardino, Jr.
Principal Accounting Officer
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(iv) A majority of the Directors, including (i) above:
SIGNATURE TITLE DATE
--------------------------------------------- ------------------------- -----------------
/s/ JACK B. CRITCHFIELD Chairman of the Board August 29, 1994
--------------------------------------------- Director
Jack B. Critchfield
/s/ R. MARK BOSTICK Director August 29, 1994
--------------------------------------------
R. Mark Bostick
/s/ RICHARD KORPAN Director August 29, 1994
--------------------------------------------
Richard Korpan
/s/ FRANK C. LOGAN Director August 29, 1994
--------------------------------------------
Frank C. Logan
/s/ CLARENCE V. McKEE Director August 29, 1994
--------------------------------------------
Clarence V. McKee
/s/ JOAN D. RUFFIER Director August 29, 1994
-------------------------------------------
Joan D. Ruffier
/s/ JEAN GILES WITTNER Director August 29, 1994
-------------------------------------------
Jean Giles Wittner
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EXHIBIT INDEX
Exhibit Exhibit Number ------- - ----------- |
1 -- Form of Underwriting Agreement.
4.(a)* -- Indenture, dated as of January 1, 1944 (the "Indenture"), between the Company and
Guaranty Trust Company of New York and The Florida National Bank of Jacksonville,
as Trustees. (Filed as Exhibit B-18 to the Company's Registration Statement on
Form A-2 (No. 2-5293) filed with the SEC on January 24, 1944.)
4.(b)* -- Seventh Supplemental Indenture, dated as of July 1, 1956, between the Company and
Guaranty Trust Company of New York and The Florida National Bank of Jacksonville,
as Trustees, with reference to the modification and amendment of the Indenture.
(Filed as Exhibit 4(b) to the Company's Registration Statement on Form S-3 (No.
33-16788) filed with the SEC on September 27, 1991.)
4.(c)* -- Eighth Supplemental Indenture, dated as of July 1, 1958, between the Company and
Guaranty Trust Company of New York and The Florida National Bank of Jacksonville,
as Trustees, with reference to the modification and amendment of the Indenture.
(Filed as Exhibit 4(c) to the Company's Registration Statement on Form S-3 (No.
33-16788) filed with the SEC on September 27, 1991.)
4.(d)* -- Sixteenth Supplemental Indenture, dated as of February 1, 1970, between the
Company and Morgan Guaranty Trust Company of New York and The Florida National
Bank of Jacksonville, as Trustees, with reference to the modification and
amendment of the Indenture. (Filed as Exhibit 4(d) to the Company's Registration
Statement on Form S-3 (No. 33-16788) filed with the SEC on September 27, 1991.)
4.(e)* -- Twenty-Ninth Supplemental Indenture dated as of September 1, 1982, between the
Company and Morgan Guaranty Trust Company of New York and Florida National Bank,
as Trustees, with reference to modification and amendment of the Indenture. (Filed
as Exhibit 4(c) to the Company's Registration Statement on Form S-3 (No. 2-79382)
filed with the SEC on September 17, 1982.)
4.(f) -- Thirty-Eighth Supplemental Indenture dated as of July 25, 1994, between the
Company and First Chicago Trust Company of New York, as successor Trustee, Morgan
Guaranty Trust Company of New York, as resigning Trustee, and First Union National
Bank of Florida, as resigning Co-Trustee, with reference to confirmation of First
Chicago Trust Company of New York as successor Trustee under the Indenture.
4.(g) -- Form of Supplemental Indenture between the Company and First Chicago Trust Company
of New York, as Trustee, with reference to the New Bonds.
5 -- Opinion of Kenneth E. Armstrong, Esq. regarding the legality of the New Bonds to
be issued.
12 -- Statement regarding computation of ratio of earnings to fixed charges.
24.(a) -- Consent of KPMG Peat Marwick, independent certified public accountants.
24.(b) -- Consent of Kenneth E. Armstrong, Esq. is contained in his opinion filed as Exhibit
5.
25 -- Powers of Attorney are included on the signature page of this Registration
Statement.
26 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of
First Chicago Trust Company of New York.
27* -- Form of Invitation for Competitive Bids. (Filed as Exhibit 27 to the Company's
Registration Statement on Form S-3 (No. 33-57370) filed with the SEC on January
26, 1993.)
|
* Incorporated herein by reference.
Exhibit 1
FLORIDA POWER CORPORATION
First Mortgage Bonds
UNDERWRITING AGREEMENT
__________, 199__
To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto
Dear Sirs:
Florida Power Corporation, a corporation incorporated under the laws of the State of Florida (the "Company"), proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"), the principal amount of its First Mortgage Bonds identified in Schedule I hereto (the "Bonds"). The Bonds shall be issued under an Indenture, dated as of January 1, 1944, as supplemented, between the Company and First Chicago Trust Company of New York, as Trustee (such indenture, and all supplements thereto, as modified by the Trust Indenture Reform Act of 1990, being hereinafter called the "Mortgage"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms.
1. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each Underwriter that:
(a) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Florida with power and authority to own its properties and conduct its businesses as described in the Prospectus; neither the character of the properties owned or leased by the Company nor the nature of the business transacted by it make the licensing or qualification of the Company as a foreign corporation necessary in any other state or jurisdiction.
(b) Registration statements on Form S-3 (Registration Nos. 33-______ and 33-_____), with respect to $___,000,000 principal amount of the Company's First Mortgage Bonds and $___,000,000 principal amount of the Company's First Mortgage Bonds, respectively, including in each case a prospectus, have been filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended the "Act"), and the applicable rules and regulations (the "rules and regulations") of the Commission, and such registration statements have become effective. As used in this Agreement, the term "Registration Statement" means said registration statements, exhibits, financial statements and all documents incorporated by reference in said registration statements pursuant to the requirements of Item 12 of Form S-3 under the Act (the "Incorporated Documents"), as amended at the date of this Agreement and, in the event of any amendment of said registration statements after the effective date thereof pursuant to the provisions of Paragraph 4 hereof, also means said registration statement or registration statements as so amended. The term "Prospectus" means in each case the prospectus in the form in which it appears in the Registration Statement (the "Basic Prospectus") and such supplemented form of prospectus relating to the Bonds as shall be filed with the Commission pursuant to Rule 424 (the "Prospectus Supplement"), as well as any combined prospectus as shall be filed with the Commission pursuant to Rule 429, and, in the event of any subsequent amendment or supplement to such prospectus pursuant to the provisions of paragraph 4 hereof, also means such prospectus as so amended or supplemented. The term "Preliminary Prospectus" means any preliminary prospectus supplement specifically relating to the Bonds together with the Basic Prospectus. As used herein, the terms "Registration Statement", "Basic Prospectus", "Prospectus" and "Preliminary Prospectus" shall include in each case the material, if any, incorporated by reference therein and the terms "amend", "amendment" and "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the effective date of the Registration Statement, or the date of any Preliminary Prospectus or the Prospectus, as the case may be, and deemed to be incorporated therein by reference.
(c) As of the date hereof, when the Prospectus is first filed pursuant to Rule 424 under the Act, when, prior to the Date of Delivery (as hereinafter defined), the Registration Statement first became effective and when any amendment thereto becomes effective (including the filing of any document incorporated by reference in the Registration Statement), when any supplement to the Prospectus is filed with the Commission and at the Date of Delivery (as hereinafter defined), (i) the Registration Statement, as amended as of any such time, and the Prospectus, as amended or supplemented as of any such time, will comply in all material respects with the applicable requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the Exchange Act and the respective rules thereunder, (ii) the Registration Statement, as amended as of any such time, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (iii) the Prospectus, as amended or supplemented as of any such time, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation of the Registration Statement and the Prospectus or to any statement in or omission from the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee under the Mortgage.
(d) There has not been any material decrease in the capital stock of the Company or any material increase in the long-term debt of the Company, or any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or other), net worth or results of operations of the Company, since the latest respective dates as of which information is given or incorporated by reference in the Registration Statement and the Prospectus except as contemplated therein (excluding any Incorporated Documents filed with the Commission after the date of the Prospectus); and there has not been any material transaction entered into by the Company since the dates as of which the financial condition of the Company is set forth or incorporated by reference in the Registration Statement and Prospectus other than transactions in the usual course of business or transactions referred to in or contemplated by the Registration Statement or Prospectus (excluding any Incorporated Documents filed with the Commission after the date of the Prospectus). The Company does not have any material contingent obligations which are not disclosed in the Registration Statement and the Prospectus.
(e) Any accounting firms that have reported upon the audited financial statements and schedules included or incorporated by reference in the Registration Statement are independent public accountants as required by the Act and the rules and regulations.
(f) The financial statements of the Company incorporated by reference in the Registration Statement and Prospectus present fairly the financial condition of the Company as of the dates indicated and the results of its operations for the periods therein specified, and the financial statements so incorporated have been prepared in accordance with generally accepted principles of accounting which have been consistently applied in all material respects throughout the periods involved, except that the quarterly financial statements incorporated by reference from any Quarterly Reports on Form 10-Q contain condensed footnotes prepared in accordance with applicable Exchange Act regulations.
(g) All the real property and interests therein of the Company necessary to the operation of the Company's business will be adequately described or referred to in the Mortgage in order that the Mortgage shall constitute a valid lien on all such properties.
(h) The consummation of the transactions contemplated herein and the fulfillment of the terms hereof and compliance by the Company with the terms and provisions of the Mortgage will not result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company is now, or at the Date of Delivery will be, a party, or by which it is bound, or the Amended Articles of Incorporation or by-laws of the Company, or any order, rule or regulation applicable to the Company of any court or of any federal or state regulatory body or administrative agency or other governmental body having jurisdiction over the Company or its properties; there are no proceedings, at law or in equity or before any governmental agency or body pending, or to the knowledge of the Company threatened, which affect or may affect any of said transactions; and the Company has full power and lawful authority to authorize, issue and sell the Bonds on the terms and conditions herein set forth.
(i) Each of Florida Progress Corporation, the parent holding company of the Company, and the Company is exempt from any provisions imposed upon it as a "holding company" or a "subsidiary company" of a "holding company", respectively, by the Public Utility Holding Company Act of 1935, as amended, except Section 9(a)(2) thereof.
(j) No consent, approval, authorization or order of any court or public board or body, other than the Florida Public Service Commission, is required for the consummation of the transactions herein contemplated except such as may be required under the Act or under state securities or "Blue Sky" laws.
(k) The Company holds good and marketable title in fee simple, except as otherwise stated in the Prospectus, to all of the real property referred to therein as being owned by it, free and clear of all liens and encumbrances, except liens and encumbrances referred to in the Prospectus (or reflected in the financial statements included therein) and liens and encumbrances which are not material in the aggregate and do not materially interfere with the conduct of the business of the Company; and the properties referred to in the Prospectus as held under lease by the Company are held by it under valid and enforceable leases with such exceptions as do not materially interfere with the conduct of the business of the Company.
(l) The Company is not in violation of its Amended Articles of Incorporation or in default in the performance or the observance of any material obligation, agreement, covenant or condition contained in any contract, lease, note or other instrument to which it is a party or by which it may be bound or any law, administrative regulation or administrative or court order, except to the extent set forth in the Prospectus.
(m) The Company meets the requirements for the use of Form S-3 under the Act.
2. Purchase, Sale and Delivery of the Bonds; Substitution of Underwriters. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company at the purchase price and upon the terms and conditions set forth in Schedule I hereto the principal amount of Bonds set forth opposite the name of such Underwriter in Schedule II hereto.
If, on the Date of Delivery hereinafter mentioned, any Underwriter or Underwriters shall fail to purchase the principal amount of Bonds set forth opposite its or their name or names in Schedule II hereto upon tender of such Bonds in accordance with the terms hereof, and the aggregate principal amount of Bonds which such defaulting Underwriter or Underwriters so fail to purchase does not exceed 10% of the aggregate principal amount of the Bonds, the remaining Underwriters shall be obligated severally in proportion to their respective commitments hereunder (except as may otherwise be determined by you) to purchase the Bonds which such defaulting Underwriter or Underwriters agreed but failed to purchase.
If any Underwriter or Underwriters shall so fail to purchase Bonds and the aggregate principal amount of Bonds with respect to such failure or failures is more than 10% of the aggregate principal amount of the Bonds, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in such proportions as may be agreed upon among them) the Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase. In the event that such remaining Underwriters do not on or before the Date of Delivery so agree, they shall have the privilege within 24 hours after such date of substituting another underwriter or underwriters satisfactory to the Company who will agree to take up and pay for such Bonds on the postponed Date of Delivery. If the remaining Underwriters shall not have so agreed to take up and pay for such Bonds and shall not have so substituted another underwriter or underwriters, upon termination of such 24-hour period, the Company may, during a further period of 24 hours, find another underwriter or underwriters, satisfactory to the Representatives, to purchase such Bonds. In the event of the agreement by the remaining Underwriters to take up and pay for such Bonds, or the substitution of another underwriter or underwriters, as aforesaid, (i) the Representatives or the Company shall have the right to fix as a postponed Date of Delivery a date not exceeding four full business days after the Date of Delivery specified in this Paragraph 2, and (ii) the respective numbers of Bonds to be purchased by the remaining underwriters or substituted underwriters shall be taken as the basis of their respective underwriting obligations for all purposes of this Agreement. Before any such postponed Date of Delivery, any changes which in the opinion of counsel to the Company or of counsel to the Underwriters may be necessary in the Registration Statement or Prospectus or in any other documents or arrangements by reason of such withdrawal or default of any Underwriter shall be effected. In case the remaining Underwriters shall not have agreed to take up and pay for said Bonds in excess of 10% of the aggregate principal amount of the Bonds, and another underwriter or underwriters shall not have been substituted as aforesaid, then this Agreement shall terminate. In the event of any such termination the Company shall not be under any liability to any Underwriter (except for the costs and expenses to be paid or reimbursed by the Company pursuant to Paragraph 4(h) hereof and except for any liability under Paragraph 7 hereof) nor shall any non-defaulting Underwriter be under any liability to the Company (except for any liability under Paragraph 7 hereof).
It is understood that any Representatives, individually and not as Representatives of the several Underwriters, may (but shall not be obligated to) make payment to the Company, on behalf of any Underwriter or Underwriters, for the Bonds to be purchased by such Underwriter or Underwriters. Any such payment shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
Nothing herein contained shall relieve any defaulting Underwriter of liability for any damages occasioned by its default hereunder.
The Company agrees to make the Bonds available to the Representatives for the purposes of expediting their checking and packaging on behalf of the Underwriters, at the Corporate Trust Operations Department of the Trustee, ____________________, ________________, New York, NY _________, or such other address as specified in this Agreement, not later than 2:30 P.M. on the business day next preceding the Date of Delivery.
Delivery of and payment for the Bonds shall be made at the office, on the date and at the time specified in Schedule I hereto, or at such other time and date not later than two full business days thereafter as the Representatives and the Company may agree in writing, such time and date for delivery and payment being herein referred to as the "Date of Delivery". On the Date of Delivery the Company shall deliver the Bonds to the Representatives, for the account of each Underwriter, against payment to or upon the order of the Company of the purchase price of the Bonds in next day funds by certified or official bank check or checks in New York Clearing House funds payable to the order of the Company. Time shall be of the essence, and delivery at the time determined as set forth above is a further condition of the obligation of each Underwriter and of the Company. The Bonds shall be in definitive fully registered form and registered in such names and denominations as, at least two full business days prior to the Date of Delivery, the Representatives shall specify.
3. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Bonds for sale to the public as set forth in the Prospectus.
4. Covenants of the Company. The Company covenants and agrees with the several Underwriters that:
(a) During the period when a prospectus relating to the Bonds is required to be delivered under the Act, the Company will not file any amendment to the Registration Statement or supplement to the Prospectus of which you have not been advised and furnished with a copy and will not file any such proposed amendment or supplement to which you reasonably object.
(b) The Company will advise the Representatives promptly of any request of the Commission for amendment of the Registration Statement or Prospectus or for additional information and of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the institution of any proceedings for that purpose, and the Company will use its best efforts to prevent the issuance of any such stop order or to obtain as soon as possible the lifting thereof, if issued. The Company will advise you promptly of any order or communication of any public authority addressed to the Company suspending or threatening to suspend qualification of the Bonds for sale in any state.
(c) If at any time when a prospectus relating to the Bonds is required to be delivered under the Act, an event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act or to file under the Exchange Act any Incorporated Document in order to comply with the Exchange Act, the Company will promptly notify the Representatives thereof and the Company will at its own cost and expense amend or supplement such Prospectus in order to correct such statement or omission and in order that the Prospectus as so amended or supplemented will comply with the requirements of Section 10(a)(1) of the Act or file such Incorporated Document to effect such compliance.
(d) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earning statement which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(e) The Company will furnish to the Representatives one signed copy of the Registration Statement (which shall be signed and shall include all exhibits other than exhibits incorporated by reference), and copies of each Preliminary Prospectus, each Prospectus, and all amendments and supplements to such documents filed during the period when a prospectus relating to the Bonds is required to be delivered under the Act, in each case as soon as available and in such quantities as the Representatives reasonably request.
(f) The Company will cooperate with the Underwriters in connection with (i) the qualification of the Bonds for sale under the securities laws of such states as the Representatives may reasonably designate and the continuance of such qualifications in effect so long as required for the distribution of the Bonds, provided that the Company shall not be required to qualify as a foreign corporation in any state or to give a general consent to service of process, and (ii) the determination of the eligibility of the Bonds for investment by savings banks, trustees and insurance companies under the laws of such jurisdictions as the Representatives may reasonably designate.
(g) So long as any of the Bonds are outstanding, the Company will deliver to the Representatives and, upon request, to each of the other Underwriters (i) as soon as practicable after the end of each fiscal year, balance sheets and statements of income and cash flows of the Company, as at the end of and for such year, all in reasonable detail and certified by independent public accountants, (ii) as soon as practicable after the end of each quarterly fiscal period (except for the last quarterly fiscal period of each fiscal year), balance sheets and statements of income and cash flows of the Company, as at the end of and for such period, all in reasonable detail as contained in the Company's periodic reports filed under the Exchange Act, and (iii) from time to time such other information concerning the Company as the Representatives may reasonably request.
(h) Whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, the Company will pay, or
reimburse the Underwriters on demand for, all costs and expenses
incident to the performance of the Company's obligations under this
Agreement, including all expenses incident to the preparation of the
certificates for the Bonds and their issuance and delivery by the
Company, the preparation, execution and filing of a supplemental
indenture relating to the Bonds (the "Supplemental Indenture"), any
necessary taxes (except transfer taxes) or fees in connection with the
foregoing, the fees and expenses of the Company's counsel and
accountants, the costs and expenses incident to the preparation and
filing under the Act of the Registration Statement, each Prospectus, the
Supplemental Indenture relating to the Bonds and this Agreement, all
reasonable fees and disbursements (including fees and disbursements of
counsel) incurred by the Company or the Underwriters in connection with
the qualification of the Bonds for sale under state securities laws, the
determination of the eligibility of the Bonds for investment under the
laws of such states as the Representatives may reasonably designate and
the preparation of "Blue Sky" memoranda, and the cost of furnishing to
the Underwriters copies of "Blue Sky" memoranda, the Registration
Statement, any Preliminary Prospectus, and each amended and supplemented
prospectus and each prospectus prepared to permit compliance with
Section 10(a)(3) of the Act. The Company shall not, however, be
required to pay for any of the Representatives' expenses or those of any
of the other Underwriters other than as hereinabove set forth; provided
that, if this Agreement shall not be consummated because terminated by
the Representatives pursuant to Paragraph 6 hereof, or by reason of any
failure, refusal or inability on the part of the Company to perform any
undertaking or satisfy any condition of this Agreement or to comply with
any of the terms hereof on its part to be performed, unless such failure
to satisfy said condition or to comply with said terms is due to the
default or omission of any Underwriter, then and in any such case the
Company shall reimburse the several Underwriters for all reasonable
out-of-pocket disbursements (including fees and disbursements of
counsel) incurred by the Underwriters in connection with their
investigation, marketing and preparing to market the Bonds, or in
contemplation of performing their obligations hereunder, but the Company
shall not in any event be liable to the Underwriters for damages on
account of loss of anticipated profits from the sale by them of the
Bonds.
(i) The Company will apply the net proceeds from the sale of the Bonds for the purposes set forth in the Prospectus.
(j) Unless otherwise specified in Schedule I, without the consent of the Representatives, the Company will not offer or sell any First Mortgage Bonds which are substantially similar to the Bonds for a period beginning at the time of execution of this Agreement and ending seven days after the Date of Delivery.
(k) As soon as reasonably possible after the Date of Delivery, the Company will cause the Supplemental Indenture to be recorded in all recording offices in the State of Florida in which the property intended to be subject to the lien of the Mortgage is located and to be filed in the Office of the Secretary of State of the State of Florida.
(l) The Company has complied and will continue to comply with all of the provisions of Section 517.075 of the Florida statutes, and all rules and regulations promulgated thereunder, relating to issuers doing business with Cuba.
5. Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters to purchase the Bonds hereunder shall be subject to the accuracy of and compliance with the representations, warranties and agreements of the Company herein contained and to the following additional terms and conditions:
(a) No stop order suspending the effectiveness of the Registration Statement shall have been issued at or before the Date of Delivery of the Bonds and no proceedings for that purpose shall prior to that time have been initiated or, to the knowledge of the Company, threatened by the Commission; any request for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of counsel for the Underwriters; no Underwriter shall have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact which in the Representatives' opinion is material, or omits to state a fact which in the Representatives' opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading; and no amendment to the Registration Statement or supplement to the Prospectus shall have been filed prior to the Date of Delivery to which the Representatives shall have reasonably objected, in writing, after having received reasonable notice.
(b) The authorization and issuance of the Bonds, the form of the Registration Statement and Prospectus and all corporate proceedings and other legal matters incident thereto shall be satisfactory in all respects to counsel for the Underwriters, and the Company shall have furnished to counsel for the Underwriters such documents as they may request to enable them to be satisfied with respect to the matters referred to in this subparagraph and to furnish to the Representatives an opinion, dated the Date of Delivery, with respect to the incorporation and legal existence of the Company, the validity of the Bonds, the validity of this Agreement, the Registration Statement, the Prospectus and such other related matters as the Representatives may reasonably requests.
(c) Subsequent to the latest respective dates as of which information is given in the Registration Statement and the Prospectus as they are amended or supplemented (excluding any Incorporated Documents filed with the Commission after the date of the Prospectus), except as contemplated therein (excluding any Incorporated Documents filed with the Commission after the date of the Prospectus), there shall not have been any decrease in the capital stock of the Company or any increase in the long-term debt of the Company, or any adverse change, or any development involving a prospective adverse change, in the condition (financial or other), net worth or results of operations of the Company which, in the Representatives' judgment, makes it impractical or inadvisable to offer or deliver the Bonds on the terms and in the manner contemplated in the Prospectus.
(d) On or after the date hereof (i) no downgrading shall have
occurred in the rating accorded the Company's debt securities by any
"nationally recognized statistical rating organization," as that term is
defined by the Commission for purposes of Rule 436(g)(2) under the Act
(ii) no such organization shall have given notice to the Company or
publicly announced that it has under surveillance or review, with
possible negative implications, its rating of any of the Company's debt
securities.
(e) The Company shall have furnished to you as Representatives of the several Underwriters:
(i) The opinion of Kenneth E. Armstrong, Esq., as counsel for the Company, dated the Date of Delivery, to the effect that:
(1) The Company is duly organized and validly existing as a corporation in good standing under the laws of the State of Florida with power to own and operate its properties and to transact the business in which it is now engaged.
(2) The Company has been authorized by its Board of Directors or the Executive Committee of its Board of Directors to enter into this Agreement, and this Agreement has been duly executed and delivered by the Company. The Company has performed the undertakings and complied with the conditions which by the terms of this Agreement it agreed to perform and comply with, on or before the Date of Delivery, and this Agreement does not conflict with or constitute a default under the Company's articles of incorporation or by-laws, as in effect on the date hereof, or any indenture or instrument of any nature to which the Company is a party or by which its properties are bound, or any order, rule or regulation applicable to the Company of any court or other governmental body.
(3) The issuance and sale of the Bonds is subject to the jurisdiction of the Florida Public Service Commission and an appropriate order has been entered by said Commission approving the issuance and sale of the Bonds and said order does not impose upon the Company any condition which is unduly burdensome or not in the best interest of the Company or which will prevent the fulfillment of any of the terms of this Agreement. Such order remains in full force and effect and constitutes a valid and sufficient authorization of the issuance and sale of the Bonds by the only governmental body or authority having jurisdiction in the premises, except as may be required under the Act or under state securities or "Blue Sky" laws.
(4) The Registration Statement has become effective under the Act, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and based upon such counsel's familiarity with the affairs of the Company and his participation in conferences with officers of the Company and conversations with its accountants and participation in the preparation of the Registration Statement no facts have come to his attention that lead him to believe that (except for the financial statements and other financial or statistical data contained therein or omitted therefrom, as to which such counsel need express no opinion), (a) the Registration Statement (or any amendment or supplement thereto), on its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Prospectus, at the time the Prospectus was issued or at the Date of Delivery, included or includes an 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; and that in his opinion the Registration Statement and the Prospectus, and any amendment or supplement thereto, as of the effective date of the Registration Statement and at the date of this Agreement, appear on their face to be appropriately responsive in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder (except for the financial statements and other financial or statistical data contained therein or omitted therefrom, as to which such counsel need express no opinion), and the descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings and contracts and other documents and the statements therein as to matters of law and legal conclusions are accurate and fairly present the information required to be shown.
(5) The Bonds and the Mortgage conform as to legal matters with the statements concerning them contained in the Registration Statement and Prospectus. The Mortgage has been duly qualified under the Trust Indenture Act and complies with the provisions of said Act and the rules and regulations thereunder.
(6) The Mortgage has been duly authorized, executed and delivered by the Company, is in proper legal form and is a valid and binding obligation of the Company enforceable in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally, and except that certain of the remedial provisions of the Mortgage may be limited by the laws of the State of Florida, which laws do not, in his opinion, make the remedies afforded by the Mortgage inadequate for the realization of the benefits of the security provided thereby. The Mortgage constitutes a valid first mortgage lien for the security of the Bonds and all other bonds outstanding thereunder, enforceable in accordance with its terms, subject to "excepted encumbrances" as defined in the Mortgage, upon all of the franchises and properties of the Company (other than those expressly reserved and excepted therefrom) specifically or generally described or referred to in the granting clauses of the Mortgage and upon such franchises and properties as may be thereafter acquired by the Company. The properties and franchises specifically and generally described or referred to in the granting clauses of the Mortgage constitute substantially all of the Company's properties and franchises (other than those expressly excepted and reserved therefrom), and the descriptions thereof and references thereto contained in the Mortgage are adequate to constitute the Mortgage a lien thereon. The Mortgage, other than the Supplemental Indenture relating to the Bonds, has been properly recorded as a mortgage of real property in each of the counties of the State of Florida in which the properties described or referred to therein are located and as a mortgage of personal property in the Office of the Secretary of State of the State of Florida; all necessary taxes and fees in connection therewith have been paid or provision made therefor, including the Florida Intangible Personal Property Tax and the Florida Excise Tax on Documents.
(7) The Supplemental Indenture relating to the Bonds is in appropriate form for recordation in all recording offices in the counties of the State of Florida in which any of the mortgaged properties are located and for filing in the Office of the Secretary of State of the State of Florida, pursuant to the provisions of the Florida Uniform Commercial Code.
(8) The issue and sale of the Bonds has been duly authorized by all necessary corporate action on the part of the Company, and the Bonds have been duly and validly issued, and assuming due authentication of the Bonds by First Chicago Trust Company of New York, as Trustee (which fact he has not determined by an inspection of the Bonds), the Bonds are valid and legally binding obligations of the Company enforceable in accordance with their terms, except as enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally, and are entitled to the lien of and the benefits provided by the Mortgage.
(9) The Company owns in fee all of its properties, plants and important fixed units described or referred to in the Mortgage as subject to the lien thereof, except that the titles to certain of the properties are subject to easements, leases, contracts, covenants and similar encumbrances and minor defects of the nature common to properties of the size and character of those of the Company, none of which is of the character as to materially interfere with the use of such properties or the operation of the Company's business. The properties of the Company are subject to liens for current taxes which it is the practice of the Company to pay regularly as and when due. The Company has easements for rights-of-way adequate for the operations and maintenance of its transmission and distribution lines which are not constructed upon public highways.
(10) Except as otherwise set forth in the Prospectus, the Company has such valid franchises, operating rights, licenses, permits, consents, approvals, authorizations and/or orders of governmental bodies, political subdivisions or regulatory authorities, free from burdensome restrictions, as are necessary for the acquisition, construction, ownership, maintenance and operation of the properties now owned by it and the conduct of the business now carried on by it as described in the Registration Statement and Prospectus, and the Company is not in default or violation of any thereof and is carrying on its business in accordance therewith and, to the best of the knowledge of such counsel, with all applicable federal, state and other laws and regulations.
(11) He does not know of any legal or governmental proceedings pending or threatened to which the Company is a party, or of which its property is the subject, of a character required to be disclosed in the Registration Statement which are not disclosed and properly described therein; and he does not know of any contracts or other documents of a character required to be filed as exhibits to the Registration Statement which are not so filed, or any contracts or other documents of a character required to be disclosed in the Registration Statement which are not disclosed and properly summarized therein.
(12) The outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; the capital stock conforms to the statements concerning it in the Registration Statement and Prospectus.
(ii) At the time this Agreement is executed and on the Date of Delivery, a letter from KPMG Peat Marwick, dated respectively as of the date this Agreement is executed and as of the Date of Delivery and in form and substance satisfactory to the Representatives, confirming that they are independent certified public accountants within the meaning of the Act and published rules and regulations of the Commission thereunder and stating:
(1) that the financial statements audited by them and incorporated by reference in the Registration Statement and Prospectus comply in form in all material respects with the applicable accounting requirements of the Act and the related published rules and regulations thereunder with respect to registration statements on Form S-3 and with the Exchange Act and the related published rules and regulations of the Commission thereunder; and
(2) that, on the basis of a reading of the latest available unaudited interim financial statements prepared by the Company, inquiries of certain officials of the Company responsible for financial and accounting matters, the reading of the minutes of the meetings of the Board of Directors and stockholders of the Company from _______________, 199__ to a specified date not more than five business days prior to the date of such letter, and such other inquiries and procedures as may be specified in such letter, nothing has come to their attention which caused them to believe that (i) any unaudited interim financial statements included in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Registration Statement and the Prospectus do not comply in form in all material respects with the applicable accounting requirements of the Act and related published rules and regulations as they apply to interim financial statements and of the Exchange Act and related published rules and regulations applicable to unaudited financial statements included in Form 10-Q, or that the unaudited interim financial statements were not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements incorporated by reference in the Registration Statement and the Prospectus; (ii) as of a specified date not more than five business days prior to the date of said letter, there was any decrease in the capital stock or increase in the long-term debt of the Company or any decreases in net assets of the Company, in each case as compared with amounts shown in the most recent financial statements included or incorporated by reference in the Registration Statement and the Prospectus; or (iii) for the period from the latest available balance sheet date to a specified date not more than five business days prior to the date of such letter, there were any decreases, as compared with the corresponding period of the previous year, in the Company's operating revenues or net income after dividends on preferred stock; except in all cases as set forth in or contemplated by the Registration Statement and the Prospectus, except for such exceptions enumerated in such letter as have been agreed to by the Representatives and the Company and except for changes occasioned by the declaration or payment of dividends on the stock of the Company or occasioned by sinking fund payments made on the debt securities and preferred stock of the Company; and
(3) that, on the basis of a reading of financial schedules prepared by the Company and the ratios of earnings to fixed charges stated in the Prospectus, they have found the amounts set forth in such schedules to be in agreement with the accounting and financial records of the Company and have found the ratios to be in agreement; and
(4) that, in addition to their examinations, inspections, inquiries and other procedures referred to above, they have performed such other procedures, specified by you, not constituting an audit, as they have agreed to perform and report on certain amounts, percentages, numerical data and other financial information in the Company's most recent Annual Report on Form 10-K and have compared certain of such amounts, percentages, numerical data and financial information with, and have found such items to be in agreement with, or derived from, the detailed accounting records of the Company.
(f) The Company shall have furnished to you as Representatives of the several Underwriters a certificate of the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company, dated the Date of Delivery, to the effect that to the best of their knowledge based on reasonable investigation:
(i) The representations and warranties of the Company in this Agreement are true and correct as if made at and as of the Date of Delivery, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Date of Delivery;
(ii) No stop order has been issued under the Act and no proceedings therefor have been initiated or threatened by the \ Commission; and
(iii) They have carefully examined the Registration Statement and the Prospectus, and, in their opinion, when the Registration Statement became effective and at all times subsequent thereto neither the Registration Statement nor the Prospectus nor any amendment or supplement thereto included or includes any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, since the effective date of the Registration Statement, there has occurred no event required to be set forth in an amended or supplemented Prospectus which has not been so set forth.
(g) All proceedings taken in connection with the sale of the Bonds as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and reasonably satisfactory to or approved by Underwriters' counsel, and the Company shall have furnished to the Representatives such further certificates and documents as the Representatives shall have reasonably requested.
All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are reasonably satisfactory to the Representatives and to counsel to the Underwriters. The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives request.
In giving the opinion under subparagraph (b) of this Paragraph, counsel to the Underwriters may rely as to matters of law and legal conclusions affected by the laws of the State of Florida upon the opinion of Kenneth E. Armstrong, Esq., mentioned in subparagraph (e)(i) of this Paragraph. Such counsel may also rely, to the extent they deem reliance proper, on certificates of officers of the Company as to where its properties and other assets are located and its business is conducted and as to other matters of fact concerning the Company and advice from state authorities as to the Company's qualification to do business and good standing.
If any condition of the Underwriters' obligations hereunder to be satisfied on or prior to the Date of Delivery is not so satisfied, the Representatives may cancel this Agreement without liability on the part of any Underwriter or the Company, except for the expenses to be paid or reimbursed by the Company pursuant to Paragraph 4(h) hereof and except for any liability under Paragraph 7 hereof.
6. Cancellation. You, as Representatives of the several Underwriters, may, by notice to the Company, cancel this Agreement prior to the Date of Delivery if (a) there shall have occurred any general suspension of trading in securities on the New York Stock Exchange or the American Stock Exchange or there shall have been established, by the New York Stock Exchange or the American Stock Exchange 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, all to such a degree as in your judgment would restrict materially a free market for the Bonds, or if a banking moratorium shall have been declared by federal, New York or Florida authorities, or (b) there shall have occurred any outbreak or escalation of hostilities in which the United States shall have become involved and the effect of which on the financial markets of the United States shall be such as, in your judgment, makes it impracticable for the Underwriters to enforce contracts for the sale of the Bonds, or (c) the Company shall have sustained a substantial loss by fire, flood, accident or other calamity which in your judgment renders it inadvisable to consummate the sale and delivery of the Bonds by the several Underwriters at the initial public offering price, regardless of whether or not such loss shall have been insured.
In the event of such cancellation the Company shall not be under any liability to any Underwriter (except for the expenses to be paid by it pursuant to the provisions of Paragraph 4(h) hereof and except for any liability under Paragraph 7 hereof), nor shall any Underwriter be under any liability to the Company except for any liability under Paragraph 7 hereof.
7. Indemnification. (a) The Company will indemnify and hold harmless each Underwriter and each person, if any, who controls such Underwriter within the meaning of the Act against any losses, claims, damages or liabilities, joint or several, as incurred, to which such Underwriter or such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon 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, and will reimburse each Underwriter and each such controlling person for any legal or other expenses, as incurred, reasonably incurred by such Underwriter or such controlling person in connection with investigating, preparing or defending any such loss, claim, damage, liability, investigation, proceeding or action, provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Prospectus or such amendment or such supplement, in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein. This indemnity agreement shall be in addition to any liability which the Company may otherwise have.
(b) Each Underwriter will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Act, against any losses, claims, damages or liabilities, as incurred, to which the Company or any such director, officer or controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Prospectus, or such amendment or such supplement, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives on its behalf specifically for use therein; and will reimburse the Company for any legal or other expenses, as incurred, reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement shall be in addition to any liability which such Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this Paragraph 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Paragraph 7, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Paragraph 7. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Paragraph 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.
(d) In order to provide for, just and equitable contribution in circumstances under which the indemnity provided for above in this Paragraph 7 is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, the Company and the Underwriters shall contribute to the aggregate losses, claims, damages and liabilities of the nature contemplated by such indemnity agreement incurred by the Company and one or more of the Underwriters, as is appropriate to reflect the relative benefits received by the Company on the one hand and such Underwriters on the other; provided, however, if the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subparagraph (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subparagraph (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subparagraph (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities referred to above in this subparagraph (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this subparagraph (d), each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Act shall have the same rights to contribution as the Company.
8. Survival of Representations and Indemnities. The respective indemnities, agreements, representations, warranties and other statements of the Company and its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its officers or directors or any controlling person, and will survive delivery of and payment for the Bonds.
9. Representation of Underwriters; Notices. You represent and warrant that as Representatives of the several Underwriters, you are entitled to execute and deliver this Agreement and otherwise to act as representatives on their behalf. Any notices by the Company to the Representatives, except as otherwise herein specifically provided, shall be sufficient if given in writing or by telegraph addressed at the address specified in Schedule I hereto, and any notices to the Company shall be sufficient if given by you as Representatives of the several Underwriters in writing or by telegraph or telecopy, addressed to it in care of _______________, 3201 34th Street South, St. Petersburg, FL 33711, telecopy no: (813) 866-4021. Notice to any Underwriter pursuant to Paragraph 7 hereof shall be mailed, delivered or telegraphed or telecopied and confirmed to such Underwriter's address as it appears in such Underwriter's questionnaire furnished to the Company. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.
10. Successors. This Agreement shall inure to the benefit of and be binding upon the several Underwriters and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person other than the persons mentioned in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the warranties, indemnities and agreements of the Company contained in this Agreement shall also be for the benefit of any person or persons, if any, who control(s) any Underwriter or Underwriters within the meaning of Section 15 of the Act, and except that the indemnities of the Underwriters shall also be for the benefit of the directors of the Company, such of its officers as shall have signed the Registration Statement and any person who controls the Company within the meaning of said Section 15.
11. Underwriters Not Agents of the Company. Nothing herein contained shall constitute the Underwriters, or any of them, agents or representatives of the Company, or authorize them to act for or on behalf of the Company in any capacity.
12. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
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,
FLORIDA POWER CORPORATION
Title: Vice President and
Treasurer
The foregoing Agreement is hereby
confirmed and accepted as of the
date specified in Schedule I hereto.
By: [Representative]
By: ___________________
Name:
Title:
For themselves and the other
several Underwriters, if any,
named in Schedule II hereto.
SCHEDULE I
Underwriting Agreement dated ___________________.
Registration Statement Nos. 33-______ and 33-_____
Representatives:
Title, Purchase Price and Description of Bonds:
Title: First Mortgage Bonds, __% Series due _____.
Principal amount: U.S. $__________. Purchase price: Maturity date: Interest rate: Interest payable: Sinking fund provisions: Redemption provisions: Form of payment: New York Clearing House funds. |
Other provisions:
Public offering price:
Selling concession:
Reallowance:
Date of Delivery, Time and Location:
Additional terms and conditions relating to Section 4(j):
Additional statements constituting information furnished in
writing by or on behalf of the Underwriters pursuant to
Section 7(b):
Address to which communications to the Representative are to be mailed, delivered, telecopied or telegraphed and confirmed pursuant to Section 9:
SCHEDULE II
1 Exhibit 4.(f)
FLORIDA POWER CORPORATION
TO
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
(RESIGNING TRUSTEE)
AND
FIRST UNION NATIONAL BANK OF FLORIDA
(RESIGNING CO-TRUSTEE)
AND
FIRST CHICAGO TRUST COMPANY OF NEW YORK
(SUCCESSOR TRUSTEE)
THIRTY-EIGHTH SUPPLEMENTAL INDENTURE
Dated as of July 25, 1994
This is a security agreement covering personal property as well as a mortgage upon real estate and other property.
SUPPLEMENT TO INDENTURE
DATED AS OF JANUARY 1, 1944, AS SUPPLEMENTED.
TABLE OF CONTENTS*
PAGE
----
Recitals.......................................................... 1
Article I -- Confirmation of Change of Trustees................... 5
Section 1 -- Resignation, Appointment and Acceptance......... 5
Section 2 -- Address of Successor Trustee.................... 5
Section 3 -- Granting language............................... 5
Article II -- Sundry Provisions................................... 7
Section 1 -- Integration with Original Indenture............. 7
Section 2 -- Execution in Counterparts....................... 8
Section 3 -- No Recitals by Trustee.......................... 8
Section 4 -- Date of Execution............................... 8
|
* The headings listed in this Table of Contents are for convenience only, and should not be included for substantive purposes as part of this Supplemental Indenture.
SUPPLEMENTAL INDENTURE, dated as of the 25th day of July, 1994, made and entered into by and between FLORIDA POWER CORPORATION, a corporation of the State of Florida (hereinafter sometimes called the "Company"), party of the first part, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK (formerly Guaranty Trust Company of New York), a banking corporation of the State of New York, whose post office address is 60 Wall Street, New York, New York 10260 (hereinafter sometimes called the "Resigning Trustee"), FIRST UNION NATIONAL BANK OF FLORIDA (formerly, at various times, Florida National Bank, Florida National Bank of Jacksonville, The Florida National Bank of Jacksonville and Florida First National Bank of Jacksonville), a national banking association organized and existing under the laws of the United States, whose post office address is 214 Hogan Street, Jacksonville, Florida 32202 (hereinafter sometimes called the "Resigning Co-Trustee"), and FIRST CHICAGO TRUST COMPANY OF NEW YORK, a New York limited purpose trust company, whose post office address is 14 Wall Street, 8th Floor, New York, New York 10005 (hereinafter sometimes called the "Successor Trustee"), parties of the second part.
WHEREAS, the Company has heretofore executed and delivered an indenture of mortgage and deed of trust, titled the Indenture, dated as of January 1, 1944, and the same has been recorded in the public records of the counties listed on Exhibit A hereto, on the dates and in the official record books and at the page numbers listed thereon, and for the purpose of preventing the extinguishment of said Indenture under Chapter 712, Florida Statutes, the above-referred-to Indenture applicable to each county in which this instrument is recorded is hereby incorporated herein and made a part hereof by this reference thereto (said Indenture is hereinafter referred to as the "Original Indenture" and with the below-mentioned thirty-seven Supplemental Indentures and this Supplemental Indenture and all other indentures, if any, supplemental to the Original Indenture collectively referred to as the "Indenture"), in and by which the Company conveyed and mortgaged to the Resigning Trustee and Resigning Co-Trustee certain property therein described to secure the payment of all bonds of the Company to be issued thereunder in one or more series; and
WHEREAS, pursuant to and under the terms of the Original Indenture, the Company issued $16,500,000 First Mortgage Bonds, 3 3/8% Series due 1974; and
WHEREAS, subsequent to the date of the execution and delivery of the Original Indenture, the Company has from time to time executed and
delivered thirty-seven indentures supplemental to the Original Indenture (collectively, the "Supplemental Indentures"), providing for the creation of additional series of bonds secured by the Original Indenture and/or for amendment of certain terms and provisions of the Original Indenture and of indentures supplemental thereto, such Supplemental Indentures, and the purposes thereof, being as follows:
SUPPLEMENTAL INDENTURE
AND DATE PROVIDING FOR:
- ---------------------- -------------------------------------------
First $4,000,000 First Mortgage Bonds, 2 7/8%
July 1, 1946 Series due 1974
Second $8,500,000 First Mortgage Bonds, 3 1/4%
November 1, 1948 Series due 1978
Third $14,000,000 First Mortgage Bonds, 3 3/8%
July 1, 1951 Series due 1981
Fourth $15,000,000 First Mortgage Bonds, 3 3/8%
November 1, 1952 Series due 1982
Fifth $10,000,000 First Mortgage Bonds, 3 5/8%
November 1, 1953 Series due 1983
Sixth $12,000,000 First Mortgage Bonds, 3 1/8%
July 1, 1954 Series due 1984
Seventh $20,000,000 First Mortgage Bonds, 3 7/8%
July 1, 1956 Series due 1986, and amendment of certain
provisions of the Original Indenture
Eighth $25,000,000 First Mortgage Bonds, 4 1/8%
July 1, 1958 Series due 1988, and amendment of certain
provisions of the Original Indenture
Ninth $25,000,000 First Mortgage Bonds, 4 3/4%
October 1, 1960 Series due 1990
Tenth $25,000,000 First Mortgage Bonds, 4 1/4%
May 1, 1962 Series due 1992
Eleventh $30,000,000 First Mortgage Bonds, 4 5/8%
April 1, 1965 Series due 1995
Twelfth $25,000,000 First Mortgage Bonds, 4 7/8%
November 1, 1965 Series due 1995
Thirteenth $25,000,000 First Mortgage Bonds, 6 1/8%
August 1, 1967 Series due 1997
Fourteenth $30,000,000 First Mortgage Bonds, 7% Series
November 1, 1968 due 1998
Fifteenth $35,000,000 First Mortgage Bonds, 7 7/8%
August 1, 1969 Series due 1999
Sixteenth Amendment of certain provisions of the
February 1, 1970 Original Indenture
|
SUPPLEMENTAL INDENTURE
AND DATE PROVIDING FOR:
- ---------------------- -------------------------------------------
Seventeenth $40,000,000 First Mortgage Bonds, 9% Series
November 1, 1970 due 2000
Eighteenth $50,000,000 First Mortgage Bonds, 7 3/4%
October 1, 1971 Series due 2001
Nineteenth $50,000,000 First Mortgage Bonds, 7 3/8%
June 1, 1972 Series due 2002
Twentieth $50,000,000 First Mortgage Bonds, 7 1/4%
November 1, 1972 Series A due 2002
Twenty-First $60,000,000 First Mortgage Bonds, 7 3/4%
June 1, 1973 Series due 2003
Twenty-Second $70,000,000 First Mortgage Bonds, 8% Series
December 1, 1973 A due 2003
Twenty-Third $80,000,000 First Mortgage Bonds, 8 3/4%
October 1, 1976 Series due 2006
Twenty-Fourth $40,000,000 First Mortgage Bonds,
April 1, 1979 6 3/4-6 7/8% Series due 2004-2009
Twenty-Fifth $100,000,000 First Mortgage Bonds, 13 5/8%
April 1, 1980 Series due 1987
Twenty-Sixth $100,000,000 First Mortgage Bonds, 13.30%
November 1, 1980 Series A due 1990
Twenty-Seventh $38,000,000 First Mortgage Bonds,
November 15, 1980 10-10 1/4% Series due 2000-2010
Twenty-Eighth $50,000,000 First Mortgage Bonds, 9 1/4%
May 1, 1981 Series A due 1984
Twenty-Ninth Amendment of certain provisions of the
September 1, 1982 Original Indenture
Thirtieth $100,000,000 First Mortgage Bonds, 13 1/8%
October 1, 1982 Series due 2012
Thirty-First $150,000,000 First Mortgage Bonds, 8 5/8%
November 1, 1991 Series due 2021
Thirty-Second $150,000,000 First Mortgage Bonds, 8%
December 1, 1992 Series due 2022
Thirty-Third $75,000,000 First Mortgage Bonds, 6 1/2%
December 1, 1992 Series due 1999
Thirty-Fourth $80,000,000 First Mortgage Bonds, 6 7/8%
February 1, 1993 Series due 2008
Thirty-Fifth $70,000,000 First Mortgage Bonds, 6 1/8%
March 1, 1993 Series due 2003
Thirty-Sixth $110,000,000 First Mortgage Bonds, 6%
July 1, 1993 Series due 2003
Thirty-Seventh $100,000,000 First Mortgage Bonds, 7%
December 1, 1993 Series due 2023
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WHEREAS, the Supplemental Indentures have each been recorded in the public records of the counties listed on Exhibit A hereto, on the dates and in the official record books and at the page numbers listed thereon; and
WHEREAS, subsequent to the execution and delivery of the Thirty-Seventh Supplemental Indenture, the Company has purchased, constructed or otherwise acquired certain property hereinafter referred to, and the Company desires by this Supplemental Indenture to confirm the lien of the Original Indenture on such property; and
WHEREAS, the parties hereto have executed an Agreement of Resignation, Appointment and Acceptance dated June 30, 1994 (the "Agreement"), pursuant to which, effective July 25, 1994, Resigning Trustee has resigned as Trustee under the Indenture (the "Trustee"), the Company has appointed the Successor Trustee to succeed the Resigning Trustee as Trustee, and the Successor Trustee has accepted the appointment as Trustee; and
WHEREAS, Section 14.19 of the Indenture provides that (i) the Resigning Co-Trustee has been joined as co-trustee under the Indenture in order to comply with certain legal requirements, (ii) if such legal requirements are repealed, the Company may request the resignation or removal of the Resigning Co-Trustee, and (iii) unless and until there shall be appointed a new trustee as successor to the Resigning Co-Trustee, all the right, title and powers of the trustees shall devolve upon the Trustee and its successors alone; and
WHEREAS, Section 660.41(5) Florida Statutes (1991), which in effect required a co-trustee to be appointed under the Indenture, has been repealed; and
WHEREAS, pursuant to the Agreement, the Company has requested the resignation of and removed the Resigning Co-Trustee, so that all the right, title and powers of the Trustee shall devolve upon the Successor Trustee and its successors alone; and
WHEREAS, the Company in the exercise of the powers and authority conferred upon and reserved to it under and by virtue of the Indenture, and pursuant to the resolutions of its Board of Directors (as defined in the Indenture, which definition includes the Executive Committee of the Board of Directors) has duly resolved and determined to make, execute and deliver a Supplemental Indenture in the form hereof for the purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized;
NOW, THEREFORE, the Company, the Resigning Trustee, the Successor Trustee and the Resigning Co-Trustee, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agree as follows:
ARTICLE I
CONFIRMATION OF CHANGE OF TRUSTEES
SECTION 1. The Company, the Resigning Trustee, the Resigning Co-Trustee and the Successor Trustee hereby confirm that the Resigning Trustee has resigned as Trustee under the Indenture, that the Resigning Co-Trustee has resigned and been removed as Co-Trustee under the Indenture, that the Successor Trustee has been appointed successor Trustee under the Indenture and that Successor Trustee has accepted such appointment, all effective as of the opening of business on July 25, 1994. From and after that date, all references in the Indenture to the Trustee or the Trustees shall be deemed to refer to First Chicago Trust Company of New York and its successors and assigns in the trust created under the Indenture, subject in all respects to the provisions of the Indenture.
SECTION 2. The principal office and place of business of Successor Trustee is located at 14 Wall Street, 8th Floor, New York, New York 10005.
SECTION 3. In order to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, according to their tenor and effect, Florida Power Corporation does hereby confirm the grant, sale, resale, conveyance, assignment, transfer, mortgage and pledge of the property described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and hath granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto First Chicago Trust Company of New York (as successor Trustee under the Indenture to Morgan Guaranty Trust Company of New York and First Union National Bank of Florida), and to the Trustee's successors in the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company on the date of the execution of this Supplemental Indenture or which may be hereafter acquired by it, including (but not
limited to) all property which it has acquired subsequent to the date of the Thirty-Seventh Supplemental Indenture and situated in the State of Florida, and including without limitation the property described on Exhibit B hereto (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way 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 other 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, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), 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 use and occupancy of the same (except as herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company 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 Original Indenture and said Supplemental Indentures, described.
IT IS HEREBY AGREED by the Company that all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted) shall, subject to the provisions of Section 9.01 of the Original Indenture and to the extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and
franchises were now owned by the Company and/or specifically described herein and conveyed hereby.
TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 9.01 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid mortgaged property and every part and parcel thereof.
TO HAVE AND TO HOLD THE SAME unto First Chicago Trust Company of New York (as successor Trustee under the Indenture to First Union National Bank of Florida and Morgan Guaranty Trust Company of New York), and its successors in the trust and its assigns forever, but IN TRUST NEVERTHELESS upon the terms and trusts set forth in the Indenture, for the benefit and security of those who shall hold the bonds and coupons issued and to be issued under the Indenture, without preference, priority or distinction as to lien of any of said bonds and coupons over any others thereof by reason or priority in the time of the issue or negotiation thereof, or otherwise howsoever, subject, however, to the provisions of Sections 10.03 and 10.12 of the Original Indenture.
SUBJECT, HOWEVER, to the reservations, exceptions, conditions, limitations and restrictions contained in the several deeds, servitudes and contracts or other instruments through which the Company acquired, and/or claims title to and/or enjoys the use of the aforesaid properties; and subject also to encumbrances of the character defined in the Original Indenture as "excepted encumbrances" in so far as the same may attach to any of the property embraced herein.
ARTICLE II
SUNDRY PROVISIONS
SECTION 1. This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture, and shall form a part thereof and all of the provisions contained in the Original Indenture in respect to the rights, privileges, immunities, powers and duties of the Trustee or Trustees under the Indenture shall be applicable in respect hereof as fully and with like effect as if set forth herein in full.
SECTION 2. This Supplemental Indenture may be simultaneously executed in any number of counterparts, and all of said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.
SECTION 3. None of the Resigning Trustee, the Resigning Co-Trustee or the Successor Trustee shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or of the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely.
SECTION 4. Although this Supplemental Indenture is dated for convenience and for purposes of reference as of July 25, 1994, the actual dates of execution by the Company and by the Resigning Trustee, the Resigning Co-Trustee and the Successor Trustee are as indicated by the respective acknowledgements hereto annexed.
IN WITNESS WHEREOF, FLORIDA POWER CORPORATION has caused this Supplemental Indenture to be signed in its name and behalf by its Vice President and Treasurer, and its corporate seal to be hereunto affixed and attested by its Secretary, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK has caused this Supplemental Indenture to be signed and sealed in its name and behalf by a Vice President, and its corporate seal to be attested by an Assistant Secretary, and FIRST UNION NATIONAL BANK OF FLORIDA has caused this Supplemental Indenture to be signed in its name and behalf by an Assistant Vice President, and its corporate seal to be hereunto affixed and attested by an Assistant Vice President, and FIRST CHICAGO TRUST COMPANY OF NEW YORK has caused this Supplemental Indenture to be signed and sealed in its name and behalf by a Vice President, and its corporate seal to be attested by a Trust Officer, all as of the day and year first above written.
FLORIDA POWER CORPORATION
By /s/ DAVID R. KUZMA
-------------------------------------
David R. Kuzma
Vice President and Treasurer
3201 34th Street South
St. Petersburg, FL 33711
[SEAL]
Attest:
/s/ KENNETH E. ARMSTRONG
- ----------------------------------------
Kenneth E. Armstrong
Secretary
3201 34th Street South
St. Petersburg, FL 33711
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Signed, sealed and delivered by said
FLORIDA POWER CORPORATION
in the presence of:
/s/ DOUGLAS E. WENTZ
- ----------------------------------------
Douglas E. Wentz
/s/ JOSEPH E. ORFANO
- ----------------------------------------
Joseph E. Orfano
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MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By /s/ CATHERINE F. DONOHUE
------------------------------------
Catherine F. Donohue
Vice President
60 Wall Street
New York, NY 10260
[SEAL]
Attest:
/s/ ROBERT W. RICH
- ----------------------------------------
Robert W. Rich
Assistant Secretary
60 Wall Street
New York, NY 10260
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Signed, sealed and delivered by said
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
in the presence of:
/s/ DENNIS KAROLY
- ----------------------------------------
Dennis Karoly
/s/ SUSAN F. DONNELLY
- ----------------------------------------
Susan F. Donnelly
|
FIRST UNION NATIONAL
BANK OF FLORIDA
By /s/ JANALEE R. SCOTT
------------------------------------
Janalee R. Scott
Vice President
214 Hogan Street, 2nd Floor
Jacksonville, FL 32202
[SEAL]
Attest:
/s/ KAREN REED
- -----------------------------------
Karen Reed
Vice President
214 Hogan Street, 2nd Floor
Jacksonville, FL 32202
|
Signed, sealed and delivered by said
FIRST UNION NATIONAL
BANK OF FLORIDA
in the presence of:
/s/ MARY DUNCAN
- -----------------------------------
Mary Duncan
/s/ MELBA POLK
- -----------------------------------
Melba Polk
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FIRST CHICAGO TRUST
COMPANY OF NEW YORK
By /s/ STEVEN M. WAGNER
------------------------------------
Steven M. Wagner
Vice President
14 Wall Street, 8th Floor
New York, NY 10005
[SEAL]
Attest:
/s/ SUZANNE MAUER
- -----------------------------------
Suzanne Mauer
Trust Officer
14 Wall Street, 8th Floor
New York, NY 10005
|
Signed, sealed and delivered by said
FIRST CHICAGO TRUST
COMPANY OF NEW YORK
in the presence of:
/s/ MELISSA G. WEISMAN
- -------------------------------------
Melissa G. Weisman
/s/ CHARLENE MULLANE
- -------------------------------------
Charlene Mullane
|
STATE OF FLORIDA )
SS:
COUNTY OF PINELLAS )
|
Before me, the undersigned, a notary public in and for the State and County aforesaid, an officer duly authorized to take acknowledgments of deeds and other instruments, personally appeared David R. Kuzma, Vice President and Treasurer of FLORIDA POWER CORPORATION, a corporation, the corporate party of the first part in and to the above written instrument, and also personally appeared before me Kenneth E. Armstrong, Secretary of the said corporation; such persons being severally personally known to me, who did take an oath and are known by me to be the same individuals who as such Vice President and Treasurer and as such Secretary executed the above written instrument on behalf of said corporation; and he, the said Vice President and Treasurer, acknowledged that as such Vice President and Treasurer, he subscribed the said corporate name to said instrument on behalf and by authority of said corporation, and he, the said Secretary, acknowledged that he affixed the seal of said corporation to said instrument and attested the same by subscribing his name as Secretary of said corporation, by authority and on behalf of said corporation, and each of the two persons above named acknowledged that, being informed of the contents of said instrument, they, as such Vice President and Treasurer and Secretary, delivered said instrument by authority and on behalf of said corporation and that all such acts were done freely and voluntarily and for the uses and purposes in said instrument set forth and that such instrument is the free act and deed of said corporation; and each of said persons further acknowledged and declared that he knows the seal of said corporation, and that the seal affixed to said instrument is the corporate seal of the corporation aforesaid.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 29th day of June, 1994, at St. Petersburg, in the State and County aforesaid.
/s/ LINDA LYLE
-------------------------------------
Linda Lyle
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[NOTARIAL SEAL]
STATE OF NEW YORK )
SS:
COUNTY OF NEW YORK )
|
Before me, the undersigned, a notary public in and for the State and County aforesaid, an officer duly authorized to take acknowledgments of deeds and other instruments, personally appeared Catherine F. Donohue, a Vice President of MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a corporation, one of the corporate parties of the second part in and to the above written instrument, and also personally appeared before me, Robert W. Rich, an Assistant Secretary of the said corporation; said persons being severally personally known to me, who did take an oath and are known by me to be the same individuals who as such Vice President and as such Assistant Secretary executed the above written instrument on behalf of said corporation; and she, the said Vice President, acknowledged that as such Vice President she subscribed the said corporate name to said instrument and affixed the seal of said corporation to said instrument on behalf and by authority of said corporation, and she, the said Assistant Secretary, acknowledged that she attested the same by subscribing her name as Assistant Secretary of said corporation, by authority and on behalf of said corporation, and each of the two persons above named acknowledged that, being informed of the contents of said instrument, they, as such Vice President and Assistant Secretary, delivered said instrument by authority and on behalf of said corporation and that all such acts were done freely and voluntarily and for the uses and purposes in said instrument set forth and that such instrument is the free act and deed of said corporation, and each of said persons further acknowledged and declared that she knows the seal of said corporation, and that the seal affixed to said instrument is the corporate seal of the corporation aforesaid.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 29th day of June, 1994, at New York City, in the State and County aforesaid.
/s/ JOANNE E. ILSE
-------------------------------------
Joanne E. Ilse
Notary Public, State of New York
No. 01IL5018680
Qualified in Queens County
Commission Expires October 4, 1995
|
[NOTARIAL SEAL]
STATE OF FLORIDA )
SS:
COUNTY OF DUVAL )
|
Before me, the undersigned, a notary public in and for the State and County aforesaid, an officer duly authorized to take acknowledgments of deeds and other instruments, personally appeared Janalee R. Scott, Vice President of FIRST UNION NATIONAL BANK OF FLORIDA, a corporation, one of the corporate parties of the second part in and to the above written instrument, and also personally appeared before me Karen Reed, Vice President of the said corporation; said persons being severally personally known to me, who did take an oath and are known by me to be the same individuals who as such Vice President and Vice President executed the above written instrument on behalf of said corporation; and she, the said Vice President, acknowledged that she subscribed the said corporate name to said instrument on behalf and by authority of said corporation, and she, the said Vice President, acknowledged that she affixed the seal of said corporation to said instrument and attested the same by subscribing her name as Vice President of said corporation, by authority and on behalf of said corporation, and each of the two persons above named acknowledged that, being informed of the contents of said instrument, they, as such Vice Presidents delivered said instrument by authority and on behalf of said corporation and that all such acts were done freely and voluntarily and for the uses and purposes in said instrument set forth and that such instrument is the free act and deed of said corporation; and each of said persons further acknowledged and declared that she knows the seal of said corporation, and that the seal affixed to said instrument is the corporate seal of the corporation aforesaid.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 27th day of June, 1994, at Jacksonville, in the State and County aforesaid.
/s/ CHARLOTTE A. KEMP
-------------------------------------
Charlotte A. Kemp
|
[NOTARIAL SEAL]
STATE OF NEW YORK )
SS:
COUNTY OF NEW YORK )
|
Before me, the undersigned, a notary public in and for the State and County aforesaid, an officer duly authorized to take acknowledgments of deeds and other instruments, personally appeared Steven M. Wagner, Vice President of FIRST CHICAGO TRUST COMPANY OF NEW YORK, a New York limited purpose trust company (the "Corporation"), one of the corporate parties of the second part in and to the above written instrument, and also personally appeared before me Suzanne Mauer, Trust Officer of the said corporation; said persons being severally personally known to me, who did take an oath and are known by me to be the same individuals who as such Vice President and Trust Officer executed the above written instrument on behalf of said corporation; and he, the said Vice President, acknowledged that as such Vice President, he subscribed the said corporate name to said instrument on behalf and by authority of said corporation, and she, the said Trust Officer, acknowledged that she affixed the seal of said corporation to said instrument and attested the same by subscribing her name as Trust Officer of said corporation, by authority and on behalf of said corporation, and each of the two persons above named acknowledged that, being informed of the contents of said instrument, they, as such Vice President and Trust Officer, delivered said instrument by authority and on behalf of said corporation and that all such acts were done freely and voluntarily and for the uses and purposes in said instrument set forth and that such instrument is the free act and deed of said corporation; and each of said persons further acknowledged and declared that he/she knows the seal of said corporation, and the seal affixed to said instrument is the corporate seal of the corporation aforesaid.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 29th day of June, 1994, at New York City, in the State and County aforesaid.
/s/ BARBARA MALFUCCI
-------------------------------------
Barbara Malfucci
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[NOTARIAL SEAL]
EXHIBIT A
RECORDING INFORMATION
ORIGINAL INDENTURE dated January 1, 1944
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 02/25/44 121 172 Bay 10/20/47 59 18 Brevard 10/30/91 3157 3297 Citrus 02/25/44 18 1 Columbia 02/25/44 42 175 Dixie 02/25/44 3 127 Flagler 10/30/91 456 288 Franklin 02/25/44 0 83 Gadsden 02/26/44 A-6 175 Gilchrist 02/25/44 5 60 Gulf 02/26/44 6 193 Hamilton 02/25/44 42 69 Hardee 02/25/44 23 1 Hernando 02/25/44 90 1 Highlands 02/25/44 48 357 Hillsborough 02/25/44 662 105 Jackson 02/26/44 370 1 Jefferson 07/02/51 25 1 Lafayette 02/25/44 22 465 Lake 02/25/44 93 1 Leon 02/25/44 41 1 Levy 02/25/44 3 160 Liberty 02/25/44 "H" 116 Madison 07/02/51 61 86 Marion 02/25/44 103 1 Orange 02/25/44 297 375 Osceola 02/25/44 20 1 Pasco 02/25/44 39 449 Pinellas 02/26/44 566 1 Polk 02/25/44 666 305 Seminole 02/25/44 65 147 Sumter 02/25/44 25 1 Suwanee 02/25/44 58 425 Taylor 07/03/51 36 1 Volusia 02/25/44 135 156 Wakulla 02/25/44 14 1 |
STATE OF GEORGIA
Cook 02/25/44 24 1 Echols 02/25/44 A-1 300 Lowndes 02/25/44 5-0 1 |
SUPPLEMENTAL INDENTURE (First) dated July 1, 1946
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 11/12/46 166 1 Bay 10/20/47 59 1 Brevard 10/30/91 3157 3590 Citrus 11/12/46 17 362 Columbia 11/12/46 49 283 Dixie 11/14/46 3 357 Flagler 10/30/91 456 579 Franklin 11/13/46 "P" 80 Gadsden 11/13/46 A-9 148 Gilchrist 11/14/46 7 120 Gulf 11/13/46 10 313 Hamilton 11/12/46 40 371 Hardee 11/12/46 24 575 Hernando 11/14/46 99 201 Highlands 11/12/46 55 303 Hillsborough 11/06/46 95 375 Jackson 11/13/46 399 1 Jefferson 07/02/51 25 287 Lafayette 11/14/46 23 156 Lake 11/13/46 107 209 Leon 11/13/46 55 481 Levy 11/14/46 4 133 Liberty 11/13/46 "H" 420 Madison 07/02/51 61 373 Marion 11/12/46 110 1 Orange 11/12/46 338 379 Osceola 11/12/46 20 164 Pasco 11/14/46 44 169 Pinellas 11/06/46 632 161 Polk 11/12/46 744 511 Seminole 11/13/46 74 431 Sumter 11/13/46 25 467 Suwanee 11/12/46 63 316 Taylor 07/03/51 36 145 Volusia 11/13/46 158 203 Wakulla 11/13/36 14 299 |
SUPPLEMENTAL INDENTURE (Second) dated November 1, 1948
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 01/08/49 196 287 Bay 01/10/49 64 395 Brevard 10/30/91 3157 3607 Citrus 01/13/49 18 414 Columbia 01/08/49 55 493 Dixie 01/10/49 4 201 Flagler 10/30/91 456 601 Franklin 01/10/49 "Q" 1 Gadsden 01/10/49 A-13 157 Gilchrist 01/08/49 6 274 Gulf 01/10/49 13 74 Hamilton 01/10/49 44 1 Hardee 01/08/49 28 110 Hernando 01/08/49 109 448 Highlands 01/08/49 61 398 Hillsborough 01/13/49 810 452 Jackson 01/10/49 400 563 Jefferson 07/02/51 25 320 Lafayette 01/10/49 25 210 Lake 01/08/49 119 555 Leon 01/10/49 82 303 Levy 01/08/49 5 242 Liberty 01/08/49 "H" 587 Madison 07/02/51 61 407 Marion 01/11/49 122 172 Orange 01/08/49 388 604 Osceola 01/08/49 25 104 Pasco 01/08/49 47 549 Pinellas 01/05/49 716 11 Polk 01/07/49 807 411 Seminole 01/06/49 84 389 Sumter 01/08/49 28 41 Suwanee 01/08/49 69 150 Taylor 07/03/51 36 162 Volusia 01/06/49 192 167 Wakulla 01/10/49 16 1 |
SUPPLEMENTAL INDENTURE (Third) dated July 1, 1951
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 08/02/51 234 340 Bay 08/03/51 93 155 Brevard 10/30/91 3157 3630 Citrus 07/30/51 20 251 Columbia 08/02/51 66 503 Dixie 08/02/51 5 271 Flagler 10/30/91 456 624 Franklin 08/03/51 "Q" 522 Gadsden 08/03/51 A-19 271 Gilchrist 08/02/51 7 422 Gulf 08/03/51 16 59 Hamilton 08/03/51 51 347 Hardee 08/02/51 32 1 Hernando 08/02/51 118 537 Highlands 08/02/51 69 344 Hillsborough 08/02/51 927 174 Jefferson 08/03/51 25 359 Lafayette 08/03/51 27 305 Lake 07/31/51 139 323 Leon 08/02/51 113 465 Levy 08/02/51 7 211 Liberty 07/25/51 I 232 Madison 08/07/51 62 1 Marion 08/02/51 142 143 Orange 08/07/51 460 60 Osceola 08/02/51 31 385 Pasco 08/10/51 56 1 Pinellas 08/02/51 847 301 Polk 08/01/51 899 539 Seminole 08/07/51 100 403 Sumter 08/02/51 32 345 Suwanee 08/02/51 76 413 Taylor 08/07/51 36 182 Volusia 08/07/51 245 393 Wakulla 08/03/51 17 259 STATE OF GEORGIA Cook 08/08/51 35 566 Echols 08/02/51 A-3 521 |
Lowndes 08/04/51 7-E 188
FOURTH SUPPLEMENTAL INDENTURE November 1, 1952
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 12/31/52 256 288 Bay 01/01/53 104 571 Brevard 10/30/91 3157 3663 Citrus 12/31/52 22 321 Columbia 12/31/52 72 521 Dixie 12/31/52 6 135 Flagler 10/30/91 456 657 Franklin 12/31/52 R 477 Gadsden 12/31/52 A-22 511 Gilchrist 12/31/52 9 124 Gulf 01/02/53 17 7 Hamilton 12/31/52 54 293 Hardee 12/31/52 33 433 Hernando 12/31/52 125 361 Highlands 01/02/53 74 131 Hillsborough 12/29/52 993 545 Jefferson 12/31/52 27 1 Lafayette 12/31/52 28 445 Lake 01/02/53 150 343 Leon 12/31/52 130 1 Levy 12/31/52 8 362 Liberty 01/09/53 I 462 Madison 01/02/53 65 134 Marion 01/02/53 153 434 Orange 12/31/52 505 358 Osceola 12/31/52 36 145 Pasco 01/02/53 61 563 Pinellas 12/29/52 926 561 Polk 01/12/53 974 177 Seminole 01/02/53 111 41 Sumter 12/31/52 35 441 Suwanee 01/02/53 82 27 Taylor 12/31/52 37 325 Volusia 01/10/53 278 107 Wakulla 01/02/53 18 383 STATE OF GEORGIA Cook 01/01/53 39 95 Echols 01/01/53 A-4 110 |
Lowndes 12/31/52 7-0 540
FIFTH SUPPLEMENTAL INDENTURE November 1, 1953
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 12/29/53 271 24 Bay 01/01/54 115 505 Brevard 10/30/91 3157 3690 Citrus 12/28/53 2 73 Columbia 12/28/53 7 3 Dixie 12/23/53 6 466 Flagler 10/30/91 456 684 Franklin 12/28/53 1 447 Gadsden 12/24/53 A-26 251 Gilchrist 12/23/53 9 317 Gulf 12/28/53 11 229 Hamilton 12/28/53 58 220 Hardee 12/23/53 35 518 Hernando 12/23/53 130 409 Highlands 12/29/53 78 1 Hillsborough 01/04/54 1050 229 Jefferson 12/29/53 28 91 Lafayette 12/24/53 30 16 Lake 12/23/53 160 189 Leon 12/23/53 144 268 Levy 12/23/53 9 368 Liberty 01/06/54 J 40 Madison 12/26/53 67 381 Marion 12/28/53 168 179 Orange 12/24/53 541 253 Osceola 12/24/53 39 42 Pasco 12/23/53 67 1 Pinellas 12/22/53 988 333 Polk 01/05/54 1021 473 Seminole 12/29/53 118 535 Sumter 12/28/53 37 466 Suwanee 12/28/53 85 346 Taylor 12/24/53 43 225 Volusia 12/24/53 303 454 Wakulla 12/30/53 19 380 STATE OF GEORGIA Cook 01/15/54 39 437 Echols 01/15/54 A-4 418 |
Lowndes 12/29/53 7-X 235
SIXTH SUPPLEMENTAL INDENTURE dated July 1, 1954
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 11/19/54 286 129 Bay 11/22/54 125 502 Brevard 10/30/91 3157 3719 Citrus 11/19/54 9 525 Columbia 11/20/54 17 479 Dixie 11/19/54 7 299 Flagler 10/30/91 456 713 Franklin 11/19/54 5 465 Gadsden 11/20/54 A-29 411 Gilchrist 11/19/54 9 530 Gulf 11/22/54 19 284 Hamilton 11/22/54 59 425 Hardee 11/19/54 37 307 Hernando 11/19/54 7 335 Highlands 11/19/54 82 403 Hillsborough 11/26/54 1116 164 Jefferson 11/19/54 29 17 Lafayette 11/19/54 31 138 Lake 11/19/54 170 225 Leon 11/19/54 159 209 Levy 11/19/54 10 523 Liberty 11/30/54 "J" 215 Madison 11/20/54 69 483 Marion 11/20/54 181 573 Orange 11/23/54 578 123 Osceola 11/20/54 42 216 Pasco 11/22/54 15 568 Pinellas 11/18/54 1046 507 Polk 11/23/54 1068 22 Seminole 11/19/54 28 374 Sumter 11/30/54 40 81 Suwanee 11/23/54 89 1 Taylor 11/20/54 45 377 Volusia 11/23/54 327 538 Wakulla 11/19/54 204 45 STATE OF GEORGIA Cook 11/20/54 55 385 Echols 11/20/54 5 86 |
Lowndes 11/20/54 3 387
SEVENTH SUPPLEMENTAL INDENTURE dated July 1, 1956
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 07/27/56 320 309 Bay 07/27/56 145 395 Brevard 10/30/91 3157 3746 Citrus 07/25/56 28 403 Columbia 07/26/56 38 279 Dixie 07/30/56 9 1 Flagler 10/30/91 456 740 Franklin 07/27/56 16 392 Gadsden 07/26/56 A-36 100 Gilchrist 07/31/56 11 289 Gulf 08/02/56 23 475 Hamilton 07/27/56 11 79 Hardee 07/31/56 43 1 Hernando 07/26/56 21 88 Highlands 07/31/56 11 571 Hillsborough 08/06/56 1260 125 Jefferson 07/25/56 30 295 Lafayette 07/25/56 33 117 Lake 07/26/56 189 613 Leon 07/25/56 190 301 Levy 07/30/56 14 13 Liberty 07/31/56 "J" 531 Madison 07/26/56 74 12 Marion 07/26/56 208 223 Orange 07/27/56 126 165 Osceola 07/26/56 49 1 Pasco 08/02/56 51 353 Pinellas 07/24/56 1168 481 Polk 08/20/56 1180 30 Seminole 07/27/56 90 5 Sumter 08/02/56 43 523 Suwanee 07/26/56 96 67 Taylor 07/25/56 52 451 Volusia 07/26/56 384 195 Wakulla 07/25/56 22 281 STATE OF GEORGIA Cook 07/26/56 48 36 Echols 07/26/56 5 401 |
Lowndes 07/25/56 22 419
EIGHTH SUPPLEMENTAL INDENTURE dated July 1, 1958
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 07/23/58 20 227 Bay 08/05/58 170 295 Brevard 10/30/91 3157 3785 Citrus 07/24/58 55 336 Columbia 07/23/58 66 365 Dixie 07/22/58 11 166 Flagler 10/30/91 456 779 Franklin 07/22/58 29 248 Gadsden 07/23/58 9 48 Gilchrist 07/22/58 12 341 Gulf 07/24/58 29 40 Hamilton 07/22/58 23 1 Hardee 07/22/58 49 451 Hernando 07/25/58 39 358 Highlands 07/29/58 50 514 Hillsborough 07/29/58 111 108 Jefferson 07/23/58 33 19 Lafayette 07/23/58 35 120 Lake 07/31/58 56 297 Leon 07/23/58 216 129 Levy 07/22/58 18 63 Liberty 07/24/58 "K" 413 Madison 07/23/58 78 310 Marion 07/29/58 237 447 Orange 07/23/58 403 300 Osceola 07/23/58 26 462 Pasco 07/25/58 96 455 Pinellas 07/24/58 381 683 Polk 07/24/58 165 452 Seminole 07/23/58 178 26 Sumter 08/01/58 5 66 Suwanee 07/23/58 102 360 Taylor 07/22/58 4 254 Volusia 07/23/58 129 244 Wakulla 07/25/58 24 375 |
NINTH SUPPLEMENTAL INDENTURE dated October 1, 1960
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 11/23/60 119 158 Bay 11/25/60 28 411 Brevard 10/30/91 3157 3822 Citrus 12/01/60 93 370 Columbia 11/17/60 105 133 Dixie 11/16/60 13 331 Flagler 10/30/91 456 816 Franklin 11/17/60 49 375 Gadsden 11/17/60 29 655 Gilchrist 11/16/60 1 473 Gulf 11/21/60 5 409 Hamilton 11/18/60 37 171 Hardee 11/17/60 60 76 Hernando 11/16/60 65 688 Highlands 11/18/60 108 421 Hillsborough 11/23/60 629 675 Jefferson 11/18/60 8 290 Lafayette 11/16/60 38 185 Lake 11/21/60 141 619 Leon 11/23/60 254 479 Levy 11/16/60 23 537 Liberty 11/17/60 "M" 525 Madison 11/22/60 11 153 Marion 11/18/60 54 420 Orange 11/22/60 817 569 Osceola 11/16/60 68 410 Pasco 11/21/60 158 530 Pinellas 11/16/60 1036 239 Polk 11/18/60 440 179 Seminole 11/21/60 332 203 Sumter 11/30/60 25 318 Suwanee 11/17/60 111 282 Taylor 11/18/60 21 626 Volusia 11/21/60 330 281 Wakulla 11/21/60 28 185 |
TENTH SUPPLEMENTAL INDENTURE dated May 1, 1962
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 06/07/62 188 123 Bay 06/15/62 70 173 Brevard 10/30/91 3157 3858 Citrus 06/08/62 120 221 Columbia 06/05/62 130 187 Dixie 06/05/62 15 36 Flagler 10/30/91 456 852 Franklin 06/06/62 58 333 Gadsden 06/05/62 45 493 Gilchrist 06/05/62 7 261 Gulf 06/06/62 14 147 Hamilton 06/05/62 46 407 Hardee 06/05/62 16 449 Hernando 06/05/62 82 326 Highlands 06/11/62 148 617 Hillsborough 06/11/62 949 738 Jefferson 06/05/62 13 606 Lafayette 06/08/62 39 385 Lake 06/06/62 204 1 Leon 06/11/62 48 49 Levy 06/05/62 27 574 Liberty 06/06/62 0 214 Madison 06/05/62 20 76 Marion 06/15/62 112 412 Orange 06/06/62 1060 464 Osceola 06/05/62 90 389 Pasco 06/08/62 202 457 Pinellas 06/01/62 1438 571 Polk 06/14/62 605 696 Seminole 06/13/62 408 102 Sumter 06/13/62 40 85 Suwanee 06/05/62 116 273 Taylor 06/05/62 34 330 Volusia 06/20/62 456 46 Wakulla 06/11/62 31 349 |
ELEVENTH SUPPLEMENTAL INDENTURE dated April 1, 1965
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 05/21/65 324 610 Bay 05/28/65 158 231 Brevard 10/30/91 3157 3894 Citrus 05/13/65 179 485 Columbia 05/17/65 184 314 Dixie 05/13/65 6 485 Flagler 10/30/91 456 888 Franklin 05/19/65 72 497 Gadsden 05/18/65 73 410 Gilchrist 05/13/65 17 11 Gulf 05/18/65 24 717 Hamilton 05/13/65 63 327 Hardee 05/13/65 47 377 Hernando 05/13/65 112 236 Highlands 05/21/65 232 421 Hillsborough 05/12/65 1448 57 Jefferson 05/14/65 23 198 Lafayette 05/13/65 1 687 Lake 05/19/65 287 74 Leon 05/21/65 178 48 Levy 05/21/65 34 519 Liberty 05/14/65 6 1 Madison 05/14/65 34 399 Marion 05/24/65 228 528 Orange 05/25/65 1445 830 Osceola 05/18/65 132 351 Pasco 05/13/65 291 437 Pinellas 05/12/65 2154 77 Polk 05/17/65 929 371 Seminole 05/19/65 535 241 Sumter 05/14/65 68 83 Suwanee 05/17/65 24 673 Taylor 05/17/65 56 129 Volusia 05/19/65 708 531 Wakulla 05/17/65 8 6 |
TWELFTH SUPPLEMENTAL INDENTURE dated November 1, 1965
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 12/10/65 355 229 Bay 12/20/65 174 619 Brevard 10/30/91 3157 3931 Citrus 12/22/65 192 309 Columbia 12/10/65 194 338 Dixie 12/10/65 9 42 Flagler 10/30/91 456 925 Franklin 12/13/65 76 249 Gadsden 12/10/65 78 606 Gilchrist 12/10/65 19 447 Gulf 12/10/65 26 692 Hamilton 12/10/65 66 303 Hardee 12/10/65 53 426 Hernando 12/13/65 118 441 Highlands 12/20/65 248 20 Hillsborough 12/17/65 1548 603 Jefferson 12/10/65 24 595 Lafayette 12/10/65 2 671 Lake 12/20/65 301 528 Leon 12/20/65 205 170 Levy 12/20/65 36 184 Liberty 12/10/65 6 477 Madison 12/11/65 36 806 Marion 12/27/65 254 153 Orange 12/10/65 1499 785 Osceola 12/10/65 140 445 Pasco 12/13/65 312 19 Pinellas 12/09/65 2283 186 Polk 12/20/65 984 641 Seminole 12/22/65 559 591 Sumter 12/14/65 73 283 Suwanee 12/14/65 30 218 Taylor 12/10/65 59 361 Volusia 12/10/65 755 174 Wakulla 12/20/65 9 390 |
THIRTEENTH SUPPLEMENTAL INDENTURE dated August 1, 1967
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 08/22/67 458 347 Bay 08/28/67 223 457 Brevard 10/30/91 3157 3964 Citrus 08/28/67 218 756 Columbia 08/22/67 225 304 Dixie 08/22/67 15 367 Flagler 10/30/91 456 962 Franklin 08/28/67 83 556 Gadsden 08/23/67 96 29 Gilchrist 08/22/67 25 131 Gulf 08/22/67 33 618 Hamilton 08/23/67 76 465 Hardee 08/22/67 71 366 Hernando 08/28/67 137 646 Highlands 08/30/67 288 585 Hillsborough 08/28/67 1795 635 Jefferson 08/23/67 30 662 Lafayette 08/22/67 5 694 Lake 08/25/67 342 196 Leon 08/30/67 280 594 Levy 08/28/67 41 262 Liberty 08/23/67 10 90 Madison 08/23/67 44 606 Marion 09/01/67 324 444 Orange 08/24/67 1660 421 Osceola 08/22/67 164 335 Pasco 08/28/67 370 728 Pinellas 08/21/67 2659 498 Polk 09/06/67 1108 900 Seminole 08/31/67 628 506 Sumter 09/06/67 87 602 Suwanee 08/23/67 47 228 Taylor 08/24/67 67 782 Volusia 08/24/67 964 254 Wakulla 08/31/67 14 755 |
FOURTEENTH SUPPLEMENTAL INDENTURE dated November 1, 1968
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 12/06/68 543 198 Bay 12/18/68 262 487 Brevard 10/30/91 3157 3984 Citrus 12/09/68 239 487 Columbia 12/09/68 242 397 Dixie 12/09/68 20 109 Flagler 10/30/91 456 983 Franklin 12/06/68 88 538 Gadsden 12/12/68 110 7 Gilchrist 12/06/68 29 281 Gulf 12/09/68 38 359 Hamilton 12/06/68 82 245 Hardee 12/06/68 83 221 Hernando 12/09/68 164 395 Highlands 12/11/68 319 390 Hillsborough 12/19/68 1977 890 Jefferson 12/09/68 35 32 Lafayette 12/06/68 9 170 Lake 12/06/68 371 438 Leon 12/19/68 342 572 Levy 12/09/68 44 215 Liberty 12/09/68 12 41 Madison 12/09/68 49 627 Marion 12/20/68 375 12 Orange 12/06/68 1785 837 Osceola 12/06/68 183 688 Pasco 12/06/68 423 607 Pinellas 12/06/68 2964 580 Polk 12/10/68 1193 854 Seminole 12/18/68 695 638 Sumter 01/02/69 98 509 Suwanee 12/06/68 60 50 Taylor 12/09/68 73 494 Volusia 12/09/68 1060 466 Wakulla 12/19/68 18 593 |
FIFTEENTH SUPPLEMENTAL INDENTURE dated August 1, 1969
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 08/26/69 592 206 Bay 09/03/69 283 513 Brevard 10/30/91 3157 4002 Citrus 08/26/69 251 437 Columbia 09/05/69 251 586 Dixie 08/26/69 21 705 Flagler 10/30/91 456 1001 Franklin 08/26/69 92 363 Gadsden 08/26/69 116 723 Gilchrist 09/04/69 31 539 Gulf 08/26/69 41 23 Hamilton 08/26/69 85 292 Hardee 08/26/69 91 19 Hernando 09/03/69 191 745 Highlands 09/05/69 339 90 Hillsborough 09/03/69 2073 501 Jefferson 08/26/69 37 193 Lafayette 08/26/69 12 235 Lake 09/11/69 389 148 Leon 09/05/69 377 548 Levy 08/26/69 6 348 Liberty 08/29/69 12 680 Madison 08/26/69 52 263 Marion 09/08/69 399 668 Orange 08/27/69 1867 156 Osceola 09/03/69 192 726 Pasco 08/26/69 459 315 Pinellas 08/26/69 3149 131 Polk 09/04/69 1241 971 Seminole 09/05/69 740 500 Sumter 09/05/69 104 504 Suwannee 08/26/69 66 489 Taylor 08/26/69 77 44 Volusia 08/26/69 1123 577 Wakulla 09/05/69 21 231 |
SIXTEENTH SUPPLEMENTAL INDENTURE dated February 1, 1970
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 03/13/70 625 297 Bay 03/23/70 298 539 Brevard 10/30/91 3157 4019 Citrus 03/16/70 261 729 Columbia 03/13/70 257 622 Dixie 03/13/70 23 107 Flagler 10/30/91 456 1019 Franklin 03/13/70 94 507 Gadsden 03/13/70 121 571 Gilchrist 03/20/70 33 449 Gulf 03/16/70 43 244 Hamilton 03/14/70 87 291 Hardee 03/16/70 97 225 Hernando 03/20/70 212 536 Highlands 03/20/70 352 25 Hillsborough 03/20/70 2146 824 Jefferson 03/13/70 38 643 Lafayette 03/16/70 14 42 Lake 03/13/70 400 545 Leon 04/02/70 406 203 Levy 03/20/70 11 150 Liberty 03/13/70 13 494 Madison 03/13/70 54 152 Marion 03/20/70 419 113 Orange 03/20/70 1927 853 Osceola 03/13/70 199 282 Pasco 03/13/70 487 207 Pinellas 03/23/70 3294 582 Polk 03/27/70 1278 4 Seminole 03/20/70 771 384 Sumter 03/27/70 109 1 Suwannee 03/13/70 71 61 Taylor 03/16/70 79 282 Volusia 03/13/70 1183 353 Wakulla 03/24/70 23 36 |
SEVENTEENTH SUPPLEMENTAL INDENTURE dated November 1, 1970
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 12/15/70 678 70
01/08/71 682 405B
Bay 01/11/71 321 565
Brevard 10/30/91 3157 4030
Citrus 01/07/71 277 324
Columbia 12/16/70 266 25
01/07/71 266 351
Dixie 01/07/71 25 246
Flagler 10/30/91 456 1030
Franklin 12/15/70 98 171
01/18/71 98 472
Gadsden 01/07/71 128 705
Gilchrist 01/13/71 36 5
Gulf 12/16/70 46 132
Hamilton 12/16/70 90 201
01/08/71 90 325
Hardee 12/16/70 106 109
01/07/71 107 15
Hernando 12/16/70 246 299
01/13/71 252 715
Highlands 01/11/71 372 79
Hillsborough 01/11/71 2261 308
Jefferson 12/16/70 41 467
Lafayette 01/06/71 16 144
Lake 01/12/71 421 742
Leon 01/14/71 449 244
Levy 01/11/71 18 65
Liberty 12/16/70 14 535
Madison 01/07/71 56 911
Marion 01/11/71 449 33
Orange 01/11/71 2021 24
Osceola 01/29/71 212 353
Pasco 01/08/71 524 86
Pinellas 01/14/71 3467 449
Polk 01/14/71 1331 880
Seminole 01/11/71 819 223
Sumter 01/11/71 115 308
Suwannee 12/17/70 77 82
Taylor 12/17/70 83 53
Volusia 01/11/71 1257 142
|
Wakulla 01/12/71 26 175
EIGHTEENTH SUPPLEMENTAL INDENTURE dated October 1, 1971
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 11/17/71 755 116 Bay 11/09/71 351 33 Brevard 10/30/91 3157 4062 Citrus 11/16/71 296 490 Columbia 11/15/71 278 597 Dixie 11/09/71 31 23 Flagler 10/30/91 456 1062 Franklin 11/09/71 103 278 Gadsden 11/10/71 138 360 Gilchrist 11/16/71 39 92 Gulf 11/11/71 49 107 Hamilton 11/09/71 93 538 Hardee 11/09/71 119 63 Hernando 11/17/71 280 1 Highlands 11/16/71 393 578 Hillsborough 11/17/71 2393 263 Jefferson 11/11/71 45 135 Lafayette 11/09/71 19 91 Lake 11/16/71 447 834 Leon 11/12/71 496 190 Levy 11/16/71 26 748 Liberty 11/10/71 16 108 Madison 11/11/71 61 220 Marion 11/16/71 487 239 Orange 11/18/71 2144 179 Osceola 11/10/71 229 360 Pasco 11/12/71 569 344 Pinellas 11/09/71 3659 630 Polk 11/16/71 1400 1 Seminole 11/16/71 892 460 Sumter 11/09/71 123 457 Suwannee 11/12/71 86 28 Taylor 11/09/71 87 706 Volusia 11/09/71 1352 118 Wakulla 11/16/71 30 218 |
NINETEENTH SUPPLEMENTAL INDENTURE dated June 1, 1972
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 07/31/72 797 81 Bay 07/31/72 378 483 Brevard 10/30/91 3157 4079 Citrus 08/01/72 314 557 Columbia 07/31/72 290 418 Dixie 07/31/72 35 44 Flagler 10/30/91 456 1079 Franklin 07/31/72 107 442 Gadsden 07/31/72 147 296 Gilchrist 07/31/72 41 148 Gulf 07/31/72 51 371 Hamilton 07/31/72 96 573 Hardee 07/31/72 130 35 Hernando 07/31/72 295 702 Highlands 07/31/72 409 578 Hillsborough 07/31/72 2518 15 Jefferson 07/31/72 48 389 Lafayette 08/04/72 22 70 Lake 08/02/72 474 134 Leon 08/02/72 537 763 Levy 08/02/72 35 5 Liberty 08/03/72 17 319 Madison 08/03/72 65 120 Marion 08/02/72 521 427 Orange 08/03/72 2259 950 Osceola 08/02/72 245 626 Pasco 08/03/72 619 487 Pinellas 08/02/72 3846 454 Polk 08/02/72 1467 276 Seminole 08/03/72 948 1035 Sumter 08/02/72 131 348 Suwannee 08/02/72 93 785 Taylor 08/03/72 92 198 Volusia 08/02/72 1456 420 Wakulla 08/03/72 33 147 |
TWENTIETH SUPPLEMENTAL INDENTURE dated November 1, 1972
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 01/22/73 818 709 Bay 01/22/73 400 226 Brevard 10/30/91 3157 4096 Citrus 01/22/73 328 152 Columbia 01/22/73 298 244 Dixie 01/22/73 38 92 Flagler 10/30/91 456 1096 Franklin 01/22/73 110 446 Gadsden 01/22/73 154 117 Gilchrist 01/22/73 42 685 Gulf 01/22/73 52 813 Hamilton 01/22/73 99 270 Hardee 01/22/73 138 88 Hernando 01/22/73 306 325 Highlands 01/22/73 42 25 Hillsborough 01/22/73 2612 659 Jefferson 01/23/73 50 632 Lafayette 01/22/73 23 338 Lake 01/22/73 492 696 Leon 01/25/73 567 238 Levy 01/22/73 40 755 Liberty 01/23/73 18 51 Madison 01/23/73 67 413 Marion 01/22/73 546 125 Orange 01/22/73 2345 569 Osceola 01/24/73 256 564 Pasco 01/22/73 654 281 Pinellas 01/23/73 3980 788 Polk 01/24/73 1514 854 Seminole 01/22/73 966 0803 Sumter 01/22/73 136 696 Suwannee 01/22/73 98 583 Taylor 01/22/73 95 99 Volusia 01/22/73 1533 327 Wakulla 01/26/73 35 266 |
TWENTY-FIRST SUPPLEMENTAL INDENTURE dated June 1, 1973
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 08/30/73 850 668 Bay 08/30/73 431 401 Brevard 10/30/91 3157 4126 Citrus 08/31/73 349 609 Columbia 08/30/73 309 245 Dixie 08/30/73 41 473 Flagler 10/30/91 456 1126 Franklin 08/31/73 115 120 Gadsden 08/31/73 164 90 Gilchrist 08/31/73 45 387 Gulf 09/04/73 54 736 Hamilton 09/04/73 104 250 Hardee 08/31/73 149 295 Hernando 08/31/73 321 479 Highlands 08/31/73 442 961 Hillsborough 08/31/73 2740 278 Jefferson 08/31/73 54 591 Lafayette 09/07/73 26 73 Lake 08/31/73 520 70 Leon 09/06/73 609 543 Levy 09/05/73 50 741 Liberty 08/31/73 19 111 Madison 08/31/73 71 22 Marion 09/04/73 585 491 Orange 09/07/73 2448 1009 Osceola 09/06/73 272 204 Pasco 09/04/73 707 613 Pinellas 08/31/73 4073 767 Polk 08/31/73 1550 1341 Seminole 09/04/73 993 0048 Sumter 08/31/73 144 265 Suwannee 09/04/73 106 192 Taylor 08/31/73 99 444 Volusia 08/31/73 1647 440 Wakulla 08/31/73 38 458 |
TWENTY-SECOND SUPPLEMENTAL INDENTURE dated December 1, 1973
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 02/28/74 876 74 Bay 02/28/74 457 572 Brevard 10/30/91 3157 4155 Citrus 03/18/74 365 200 Columbia 03/01/74 319 179 Dixie 02/28/74 44 149 Flagler 10/30/91 456 1155 Franklin 03/01/74 119 14 Gadsden 03/01/74 171 264 Gilchrist 02/28/74 48 25 Gulf 03/01/74 56 427 Hamilton 03/01/74 109 89 Hardee 02/28/74 158 140 Hernando 02/28/74 333 455 Highlands 02/28/74 458 394 Hillsborough 02/28/74 2842 642 Jefferson 03/01/74 58 5 Lafayette 03/01/74 28 34 Lake 03/04/74 540 77 Leon 03/01/74 638 672 Levy 02/28/74 57 769 Liberty 03/01/74 20 54 Madison 03/01/74 73 545 Marion 02/28/74 617 19 Orange 02/28/74 2504 1707 Osceola 03/01/74 284 344 Pasco 03/01/74 739 1360 Pinellas 02/28/74 4141 1397 Polk 02/28/74 1578 1983 Seminole 03/04/74 1010 1601 Sumter 03/01/74 150 278 Suwannee 03/04/74 111 766 Taylor 03/04/74 102 694 Volusia 03/04/74 1712 645 Wakulla 03/05/74 40 626 |
TWENTY-THIRD SUPPLEMENTAL INDENTURE dated October 1, 1976
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 11/29/76 1035 716 Bay 11/29/76 600 687 Brevard 10/30/91 3157 4184 Citrus 12/08/76 448 668 Columbia 12/03/76 370 898 Dixie 11/29/76 56 160 Flagler 10/30/91 456 1184 Franklin 11/29/76 136 420 Gadsden 12/06/76 219 533 Gilchrist 11/30/76 62 464 Gulf 11/30/76 68 753 Hamilton 11/30/76 131 855 Hardee 11/29/76 212 10 Hernando 12/03/76 397 623 Highlands 11/29/76 535 951 Hillsborough 11/29/76 3181 1281 Jefferson 11/29/76 75 198 Lafayette 11/29/76 36 422 Lake 12/06/76 620 66 Leon 11/30/76 823 723 Levy 11/29/76 98 32 Liberty 11/29/76 25 104 Madison 12/06/76 89 124 Marion 12/08/76 779 258 Orange 12/06/76 2745 889 Osceola 11/30/76 345 524 Pasco 12/03/76 867 1165 Pinellas 12/03/76 4484 1651 Polk 11/29/76 1720 2000 Seminole 12/06/76 1105 1137 Sumter 11/30/76 181 97 Suwannee 11/29/76 146 437 Taylor 11/30/76 123 111 Volusia 12/06/76 1872 1438 Wakulla 12/07/76 53 837 |
TWENTY-FOURTH SUPPLEMENTAL INDENTURE dated April 1, 1979
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 06/11/79 1212 956 Bay 06/12/79 734 343 Brevard 10/30/91 3157 4212 Citrus 06/12/79 538 1687 Columbia 06/14/79 429 139 Dixie 06/12/79 68 122 Flagler 10/30/91 456 1212 Franklin 06/13/79 159 186 Gadsden 06/13/79 259 396 Gilchrist 06/12/79 77 260 Gulf 06/14/79 78 174 Hamilton 06/12/79 142 859 Hardee 06/12/79 245 558 Hernando 06/12/79 443 17 Highlands 06/13/79 620 77 Hillsborough 06/12/79 3523 1162 Jefferson 06/13/79 93 685 Lafayette 06/13/79 44 496 Lake 06/12/79 678 266 Leon 06/15/79 931 526 Levy 06/12/79 141 163 Liberty 06/13/79 30 394 Madison 06/13/79 108 655 Marion 06/13/79 976 451 Orange 06/13/79 3018 812 Osceola 06/12/79 438 115 Pasco 06/14/79 1013 126 Pinellas 06/12/79 4867 291 Polk 06/12/79 1881 2012 Seminole 06/12/79 1228 606 Sumter 06/12/79 216 642 Suwannee 06/12/79 184 514 Taylor 06/13/79 145 686 Volusia 06/12/79 2082 1430 Wakulla 06/13/79 69 884 |
TWENTY-FIFTH SUPPLEMENTAL INDENTURE dated April 1, 1980
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 07/25/80 1290 319 Bay 07/25/80 794 596 Brevard 10/30/91 3157 4238 Citrus 07/28/80 560 2030 Columbia 07/24/80 451 126 Dixie 07/24/80 73 220 Flagler 10/30/91 456 1238 Franklin 07/28/80 169 589 Gadsden 07/25/80 275 649 Gilchrist 07/24/80 84 551 Gulf 07/28/80 82 290 Hamilton 07/25/80 148 774 Hardee 07/25/80 257 823 Hernando 07/24/80 465 441 Highlands 07/29/80 658 523 Hillsborough 07/24/80 3684 411 Jefferson 07/25/80 101 387 Lafayette 07/24/80 47 586 Lake 07/24/80 705 977 Leon 07/25/80 966 426 Levy 07/25/80 161 478 Liberty 07/25/80 32 981 Madison 07/28/80 117 572 Marion 07/28/80 1027 1141 Orange 07/25/80 3127 1401 Osceola 07/30/80 489 198 Pasco 07/25/80 1077 1362 Pinellas 06/24/80 5038 2013 Polk 07/25/80 1956 1808 Seminole 07/28/80 1288 1105 Sumter 07/25/80 233 598 Suwannee 07/29/80 200 618 Taylor 07/28/80 156 740 Volusia 07/25/80 2185 587 Wakulla 07/28/80 76 879 |
TWENTY-SIXTH SUPPLEMENTAL INDENTURE dated November 1, 1980
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 01/27/81 1326 527 Bay 01/26/81 823 570 Brevard 10/30/91 3157 4267 Citrus 01/28/81 570 1391 Columbia 01/27/81 461 435 Dixie 01/23/81 75 785 Flagler 10/30/91 456 1267 Franklin 01/27/81 174 320 Gadsden 01/26/81 282 356 Gilchrist 01/23/81 87 484 Gulf 01/26/81 84 307 Hamilton 01/26/81 151 44 Hardee 01/27/81 264 214 Hernando 01/26/81 476 916 Highlands 01/26/81 676 12 Hillsborough 01/26/81 3760 1223 Jefferson 01/26/81 104 658 Lafayette 01/27/81 49 175 Lake 01/27/81 717 2439 Leon 01/30/81 983 1982 Levy 01/26/81 169 71 Liberty 01/26/81 33 875 Madison 01/27/81 121 535 Marion 01/26/81 1051 47 Orange 01/26/81 3167 2388 Osceola 01/28/81 512 78 Pasco 01/26/81 1108 1247 Pinellas 12/31/80 5128 1781 Polk 01/27/81 1994 436 Seminole 01/27/81 1317 775 Sumter 01/26/81 241 211 Suwannee 01/27/81 209 696 Taylor 01/26/81 161 461 Volusia 01/26/81 2236 1396 Wakulla 01/26/81 79 837 |
TWENTY-SEVENTH SUPPLEMENTAL INDENTURE dated November 15, 1980
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 02/10/81 1328 880 Bay 02/10/81 825 667 Brevard 10/30/91 3157 4295 Citrus 02/13/81 571 1236 Columbia 02/09/81 462 275 Dixie 02/09/81 76 147 Flagler 10/30/91 456 1295 Franklin 02/11/81 174 590 Gadsden 02/11/81 283 105 Gilchrist 02/13/81 88 100 Gulf 02/17/81 84 561 Hamilton 02/11/81 151 256 Hardee 02/11/81 264 618 Hernando 02/10/81 477 904 Highlands 02/11/81 677 519 Hillsborough 02/10/81 3766 35 Jefferson 02/12/81 105 318 Lafayette 02/10/81 49 299 Lake 02/10/81 718 2428 Leon 02/18/81 985 1655 Levy 02/12/81 170 567 Liberty 02/12/81 34 94 Madison 02/11/81 122 47 Marion 02/10/81 1052 1660 Orange 02/11/81 3171 1797 Osceola 02/13/81 514 336 Pasco 02/10/81 1111 307 Pinellas 02/10/81 5147 951 Polk 02/11/81 1997 527 Seminole 02/11/81 1319 1660 Sumter 02/11/81 241 746 Suwannee 02/11/81 210 652 Taylor 02/11/81 161 793 Volusia 02/10/81 2241 333 Wakulla 02/11/81 80 188 |
TWENTY-EIGHTH SUPPLEMENTAL INDENTURE dated May 1, 1981
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 06/08/81 1351 161 Bay 07/20/81 853 623 Brevard 10/30/91 3157 4321 Citrus 06/08/81 578 919 Columbia 06/08/81 469 507 Dixie 06/09/81 78 172 Flagler 10/30/91 456 1321 Franklin 06/10/81 178 166 Gadsden 06/08/81 286 1847 Gilchrist 06/05/81 90 526 Gulf 06/09/81 85 881 Hamilton 06/08/81 152 776 Hardee 06/05/81 267 797 Hernando 06/05/81 484 1645 Highlands 06/05/81 689 338 Hillsborough 06/05/81 3814 700 Jefferson 06/09/81 107 352 Lafayette 06/05/81 50 758 Lake 06/08/81 727 209 Leon 06/08/81 996 1780 Levy 06/08/81 176 81 Liberty 06/12/81 34 859 Madison 06/08/81 125 615 Marion 06/05/81 1068 1824 Orange 06/08/81 3199 783 Osceola 06/09/81 532 1 Pasco 06/05/81 1132 1007 Pinellas 06/05/81 5201 1902 Polk 06/12/81 2022 642 Seminole 06/08/81 1340 894 Sumter 06/05/81 246 210 Suwannee 06/05/81 217 153 Taylor 06/09/81 165 536 Volusia 06/05/81 2272 1296 Wakulla 06/08/81 82 500 |
TWENTY-NINTH SUPPLEMENTAL INDENTURE dated September 1, 1982
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 10/06/82 1440 284 Bay 10/08/82 912 523 Brevard 10/30/91 3157 4348 Citrus 10/07/82 604 1403 Columbia 10/06/82 498 260 Dixie 10/07/82 85 2 Flagler 10/30/91 456 1348 Franklin 10/11/82 191 239 Gadsden 10/08/82 297 266 Gilchrist 10/07/82 98 657 Gulf 10/07/82 91 125 Hamilton 10/06/82 159 396 Hardee 10/07/82 281 339 Hernando 10/06/82 510 1386 Highlands 10/08/82 733 571 Hillsborough 10/06/82 4009 985 Jefferson 10/08/82 115 766 Lafayette 10/06/82 55 163 Lake 10/08/82 759 836 Leon 10/07/82 1041 20 Levy 10/06/82 198 511 Liberty 10/07/82 38 218 Madison 10/07/82 136 685 Marion 10/06/82 1128 717 Orange 10/07/82 3316 738 Osceola 10/11/82 606 68 Pasco 10/06/82 1212 1279 Pinellas 10/07/82 5411 1407 Polk 10/07/82 2110 93 Seminole 10/06/82 1416 535 Sumter 10/06/82 263 631 Suwannee 10/06/82 238 524 Taylor 10/07/82 178 879 Volusia 10/06/82 2391 1879 Wakulla 10/07/82 91 306 |
THIRTIETH SUPPLEMENTAL INDENTURE dated October 1, 1982
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 12/02/82 1450 90 Bay 12/06/82 916 1538 Brevard 10/30/91 3157 4364 Citrus 12/03/82 607 1034 Columbia 12/06/82 501 729 Dixie 12/06/82 86 49 Flagler 10/30/91 456 1364 Franklin 12/07/82 192 448 Gadsden 12/06/82 298 608 Gilchrist 12/03/82 100 18 Gulf 12/07/82 91 744 Hamilton 12/06/82 160 118 Hardee 12/08/82 283 11 Hernando 12/03/82 513 992 Highlands 12/07/82 738 221 Hillsborough 12/03/82 4033 293 Jefferson 12/06/82 117 9 Lafayette 12/06/82 55 444 Lake 12/03/82 763 19 Leon 12/07/82 1047 812 Levy 12/06/82 201 136 Liberty 12/08/82 38 547 Madison 12/07/82 137 808 Marion 12/07/82 1135 1015 Orange 12/06/82 3330 2301 Osceola 12/09/82 615 721 Pasco 12/06/82 1222 1592 Pinellas 11/23/82 5434 229 Polk 12/08/82 2121 118 Seminole 12/06/82 1425 1476 Sumter 12/06/82 265 768 Suwannee 12/07/82 240 699 Taylor 12/06/82 180 189 Volusia 12/06/82 2406 460 Wakulla 12/06/82 92 272 |
THIRTY-FIRST SUPPLEMENTAL INDENTURE dated November 1, 1991
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 12/05/91 1836 2215 Bay 12/04/91 1347 1335 Brevard 12/05/91 3165 1204 Citrus 12/04/91 917 725 Columbia 12/04/91 753 1847 Dixie 12/09/91 156 90 Flagler 12/04/91 458 1266 Franklin 12/04/91 364 11 Gadsden 12/04/91 386 1240 Gilchrist 12/09/91 182 573 Gulf 12/04/91 148 72 Hamilton 12/04/91 294 236 Hardee 12/04/91 420 322 Hernando 12/03/91 843 1139 Highlands 12/03/91 1161 1860 Hillsborough 12/04/91 6449 1412 Jefferson 12/04/91 225 39 Lafayette 12/05/91 87 430 Lake 12/04/91 1138 1083 Leon 12/04/91 1530 452 Levy 12/05/91 446 454 Liberty 12/04/91 68 508 Madison 12/04/91 258 173 Marion 12/04/91 1787 161 Orange 12/06/91 435 222 Osceola 12/05/91 1042 587 Pasco 12/03/91 2071 503 Pinellas 11/13/91 7731 740 Polk 12/06/91 3041 1252 Seminole 12/05/91 2364 1942 Sumter 12/03/91 443 254 Suwannee 12/05/91 423 515 Taylor 12/04/91 296 232 Volusia 12/09/91 3712 968 Wakulla 12/05/91 185 524 |
THIRTY-SECOND SUPPLEMENTAL INDENTURE dated December 1, 1992
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 12/30/92 1888 2338 Bay 12/30/92 1410 42 Brevard 12/29/92 3256 2503 Citrus 12/29/92 965 231 Columbia 12/30/92 769 532 Dixie 12/30/92 165 484 Flagler 12/30/92 480 212 Franklin 12/30/92 399 1 Gadsden 12/30/92 399 1762 Gilchrist 12/30/92 194 693 Gulf 01/06/93 157 343 Hamilton 12/29/92 314 215 Hardee 12/31/92 439 211 Hernando 12/29/92 894 688 Highlands 12/29/92 1200 1665 Hillsborough 12/30/92 6838 810 Jefferson 12/30/92 250 196 Lafayette 12/30/92 92 129 Lake 12/30/92 1203 323 Leon 01/07/93 1611 2296 Levy 12/29/92 479 312 Liberty 12/30/92 73 427 Madison 12/30/92 292 205 Marion 12/29/92 1888 1815 Orange 12/30/92 4506 2985 Osceola 12/31/92 1102 2325 Pasco 12/29/92 3101 950 Pinellas 12/15/92 8120 1705 Polk 12/31/92 3185 899 Seminole 12/29/92 2525 1408 Sumter 12/29/92 471 468 Suwannee 12/29/92 449 469 Taylor 01/21/93 313 221 Volusia 12/30/92 3797 1647 Wakulla 12/31/92 204 765 |
THIRTY-THIRD SUPPLEMENTAL INDENTURE dated December 1, 1992
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 12/30/92 1888 2426 Bay 12/30/92 1410 130 Brevard 12/29/92 3256 2592 Citrus 12/29/92 965 319 Columbia 12/30/92 769 622 Dixie 12/30/92 165 572 Flagler 12/30/92 480 300 Franklin 12/30/92 399 89 Gadsden 12/30/92 399 1850 Gilchrist 12/30/92 195 1 Gulf 01/06/93 157 431 Hamilton 12/29/92 315 1 Hardee 12/31/92 439 299 Hernando 12/29/92 8947 76 Highlands 12/29/92 1200 1754 Hillsborough 12/30/92 6838 898 Jefferson 12/30/92 250 285 Lafayette 12/30/92 92 217 Lake 12/30/92 1203 411 Leon 01/07/93 1611 2384 Levy 12/29/92 479 400 Liberty 12/30/92 73 515 Madison 12/30/92 292 293 Marion 12/29/92 1888 1903 Orange 12/30/92 4506 3073 Osceola 12/31/92 1102 2413 Pasco 12/29/92 3101 1038 Pinellas 12/15/92 8120 1795 Polk 12/31/92 3185 987 Seminole 12/29/92 2525 1496 Sumter 12/29/92 471 556 Suwannee 12/29/92 449 595 Taylor 01/21/93 313 309 Volusia 12/30/92 3797 1735 Wakulla 12/31/92 204 853 |
THIRTY-FOURTH SUPPLEMENTAL INDENTURE dated February 1, 1993
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 02/23/93 1895 1712 Bay 02/22/93 1418 1202 Brevard 02/22/93 3268 4928 Citrus 03/03/93 972 1372 Columbia 02/23/93 771 1030 Dixie 02/23/93 166 771 Flagler 02/23/93 483 86 Franklin 02/23/93 404 209 Gadsden 02/22/93 402 153 Gilchrist 02/22/93 196 612 Gulf 02/22/93 158 636 Hamilton 02/22/93 317 37 Hardee 02/26/93 442 29 Hernando 02/22/93 901 1009 Highlands 02/23/93 1206 1393 Hillsborough 02/23/93 6891 182 Jefferson 02/23/93 254 267 Lafayette 02/22/93 92 788 Lake 02/22/93 1211 1060 Leon 02/23/93 1621 51 Levy 02/22/93 484 459 Liberty 02/22/93 74 366 Madison 02/22/93 297 50 Marion 03/01/93 1902 1706 Orange 03/01/93 4527 4174 Osceola 02/23/93 1111 2070 Pasco 03/01/93 3118 1205 Pinellas 02/09/93 8173 382 Polk 02/22/93 3203 2186 Seminole 02/22/93 2547 765 Sumter 02/22/93 475 750 Suwannee 02/23/93 454 51 Taylor 02/25/93 314 853 Volusia 02/23/93 3808 3551 Wakulla 02/23/93 207 396 |
THIRTY-FIFTH SUPPLEMENTAL INDENTURE dated March 1, 1993
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 03/22/93 1898 2769 Bay 03/23/93 1423 659 Brevard 03/22/93 3275 3473 Citrus 03/22/93 975 1 Columbia 03/24/93 772 1536 Dixie 03/23/93 167 499 Flagler 03/23/93 484 1113 Franklin 03/22/93 407 47 Gadsden 03/22/93 403 66 Gilchrist 03/22/93 197 704 Gulf 03/22/93 159 388 Hamilton 03/22/93 320 1 Hardee 03/22/93 443 137 Hernando 03/22/93 905 480 Highlands 03/22/93 1210 47 Hillsborough 03/22/93 6917 972 Jefferson 03/24/93 257 40 Lafayette 03/23/93 93 218 Lake 03/23/93 1216 1165 Leon 03/23/93 1626 1941 Levy 03/23/93 487 375 Liberty 03/22/93 74 627 Madison 03/22/93 299 211 Marion 03/22/93 1910 738 Orange 03/23/93 4539 2634 Osceola 03/25/93 1115 2511 Pasco 03/22/93 3129 149 Pinellas 03/10/93 8200 2030 Polk 03/22/93 3214 1331 Seminole 03/22/93 2559 1330 Sumter 03/22/93 478 191 Suwannee 03/24/93 456 58 Taylor 03/26/93 316 580 Volusia 03/23/93 3814 4453 Wakulla 03/22/93 208 563 |
THIRTY-SIXTH SUPPLEMENTAL INDENTURE dated July 1, 1993
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 08/06/93 1919 2335 Bay 08/09/93 1447 1661 Brevard 08/05/93 3312 2304 Citrus 08/06/93 994 111 Columbia 08/09/93 778 736 Dixie 08/10/93 171 595 Flagler 08/06/93 493 183 Franklin 08/16/93 423 78 Gadsden 08/06/93 407 1440 Gilchrist 08/06/93 202 372 Gulf 08/06/93 162 831 Hamilton 08/06/93 326 301 Hardee 08/06/93 450 623 Hernando 08/09/93 925 1936 Highlands 08/06/93 1225 1608 Hillsborough 08/05/93 7071 222 Jefferson 08/10/93 266 252 Lafayette 08/09/93 95 394 Lake 08/06/93 1241 430 Leon 08/09/93 1660 1955 Levy 08/06/93 500 395 Liberty 08/06/93 76 362 Madison 08/06/93 312 20 Marion 08/06/93 1948 1022 Orange 08/09/93 4602 366 Osceola 08/06/93 1138 832 Pasco 08/05/93 3182 104 Pinellas 07/20/93 8342 522 Polk 08/05/93 3268 1251 Seminole 08/09/93 2627 330 Sumter 08/05/93 489 700 Suwannee 08/09/93 467 488 Taylor 08/06/93 323 490 Volusia 08/06/93 3848 2752 Wakulla 08/06/93 217 104 |
THIRTY-SEVENTH SUPPLEMENTAL INDENTURE dated December 1, 1993
STATE OF FLORIDA
County Date of Recordation Book Page Alachua 12/29/93 1942 1768 Bay 12/29/93 1473 1090 Brevard 12/28/93 3353 2186 Citrus 12/29/93 1013 1791 Columbia 12/30/93 784 1174 Dixie 01/04/94 175 744 Flagler 12/30/93 503 269 Franklin 12/30/93 437 69 Gadsden 12/29/93 412 1638 Gilchrist 01/03/94 207 597 Gulf 12/29/93 166 710 Hamilton 12/29/93 334 78 Hardee 12/28/93 458 139 Hernando 12/30/93 947 1037 Highlands 12/29/93 1241 1888 Hillsborough 12/29/93 7235 1829 Jefferson 12/30/93 276 231 Lafayette 12/29/93 97 746 Lake 12/29/93 1267 2229 Leon 12/29/93 1698 1017 Levy 12/30/93 512 733 Liberty 12/29/93 78 291 Madison 12/29/93 324 302 Marion 12/29/93 1990 1962 Orange 12/29/93 4675 2208 Osceola 12/30/93 1163 2641 Pasco 12/29/93 3239 112 Pinellas 12/15/93 8502 2162 Polk 12/28/93 3327 562 Seminole 12/28/93 2703 466 Sumter 12/28/93 502 167 Suwannee 12/29/93 478 324 Taylor 12/29/93 330 533 Volusia 12/29/93 3886 2736 Wakulla 12/30/93 224 727 |
PASCO COUNTY, FLORIDA
Union Hall Substation
Pasco Cogen, Ltd. 11/20/92 3094 1313
LAKE COUNTY, FLORIDA
Montverde Substation
Hartle Groves, Inc. 01/03/94 1280 2319
Hartle Groves, Inc. 01/03/94 1280 2316
Enola Substation
Lake Cogen, Ltd. 08/12/92 1180 2426
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SEMINOLE COUNTY, FLORIDA
West Chapman Substation
A. Duda & Sons, Inc. 08/26/92 2698 0341
HIGHLANDS COUNTY, FLORIDA
Dinner Lake Substation
Sebring Utilities
Commission 04/01/93 1211 0920
Lakewood Substation
Sebring Utilities
Commission 04/01/93 1211 0924
Sebring District Office
Sebring Utilities
Commission 04/01/93 1211 0916
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Exhibit 4.(g)
This instrument was prepared
under the supervision of:
Kenneth E. Armstrong, Esq.
Florida Progress Corporation
One Progress Plaza
St. Petersburg, FL 33701
FLORIDA POWER CORPORATION
TO
FIRST CHICAGO TRUST COMPANY
OF NEW YORK,
TRUSTEE.
SUPPLEMENTAL INDENTURE
Dated as of , 199
This is a security agreement covering personal property as well as a mortgage upon real estate and other property.
SUPPLEMENT TO INDENTURE
DATED AS OF JANUARY 1, 1944, AS SUPPLEMENTED.
TABLE OF CONTENTS*
PAGE
----
Recitals.......................................................... 1
Granting language................................................. 4
Article I -- The New Series Bonds................................. 7
Section 1 -- Creation of the New Series Bonds................ 7
Section 2 -- Form of Bond of the New Series Bonds............ 9
Section 3 -- Payment of Interest on the New Series Bonds..... 15
Article II -- Additional Covenants................................ 17
Section 1 -- Delivery of Instruments......................... 17
Section 2 -- Restriction on Dividends........................ 17
Article III -- Sundry Provisions.................................. 17
Section 1 -- Integration with Original Indenture............. 17
Section 2 -- Execution in Counterparts....................... 17
Section 3 -- No Recitals by Trustee.......................... 18
Section 4 -- Date of Execution............................... 18
|
* The headings listed in this Table of Contents are for convenience only, and should not be included for substantive purposes as part of this Supplemental Indenture.
SUPPLEMENTAL INDENTURE, dated as of the day of , 199 , made and entered into by and between FLORIDA POWER CORPORATION, a corporation of the State of Florida (hereinafter sometimes called the "Company"), party of the first part, and FIRST CHICAGO TRUST COMPANY OF NEW YORK, a banking corporation of the State of New York, whose post office address is 14 Wall Street, New York, New York 10005 (hereinafter sometimes called the "Trustee"), as Trustee, party of the second part.
WHEREAS, the Company has heretofore executed and delivered an indenture of mortgage and deed of trust, titled the Indenture, dated as of January 1, 1944, and the same has been recorded in the public records of the counties listed on Exhibit A hereto, on the dates and in the official record books and at the page numbers listed thereon, and for the purpose of preventing the extinguishment of said Indenture under Chapter 712, Florida Statutes, the above-referred-to Indenture applicable to each county in which this instrument is recorded is hereby incorporated herein and made a part hereof by this reference thereto (said Indenture is hereinafter referred to as the "Original Indenture" and with the below-mentioned Supplemental Indentures and this Supplemental Indenture and all other indentures, if any, supplemental to the Original Indenture collectively referred to as the "Indenture"), in and by which the Company conveyed and mortgaged to the Trustee certain property therein described to secure the payment of all bonds of the Company to be issued thereunder in one or more series; and
WHEREAS, pursuant to and under the terms of the Original Indenture, the Company issued $16,500,000 First Mortgage Bonds, 3 3/8% Series due 1974; and
WHEREAS, subsequent to the date of the execution and delivery of the Original Indenture, the Company has from time to time executed and delivered indentures supplemental to the Original Indenture (collectively, the "Supplemental Indentures"), providing for the creation of additional series of bonds secured by the Original Indenture and/or for amendment of certain terms and provisions of the Original Indenture and of indentures supplemental thereto, such Supplemental Indentures, and the purposes thereof, being as follows:
SUPPLEMENTAL INDENTURE
AND DATE PROVIDING FOR:
- ---------------------- -------------------------------------------
First $4,000,000 First Mortgage Bonds, 2 7/8%
July 1, 1946 Series due 1974
Second $8,500,000 First Mortgage Bonds, 3 1/4%
November 1, 1948 Series due 1978
Third $14,000,000 First Mortgage Bonds, 3 3/8%
July 1, 1951 Series due 1981
Fourth $15,000,000 First Mortgage Bonds, 3 3/8%
November 1, 1952 Series due 1982
Fifth $10,000,000 First Mortgage Bonds, 3 5/8%
November 1, 1953 Series due 1983
Sixth $12,000,000 First Mortgage Bonds, 3 1/8%
July 1, 1954 Series due 1984
Seventh $20,000,000 First Mortgage Bonds, 3 7/8%
July 1, 1956 Series due 1986, and amendment of certain
provisions of the Original Indenture
Eighth $25,000,000 First Mortgage Bonds, 4 1/8%
July 1, 1958 Series due 1988, and amendment of certain
provisions of the Original Indenture
Ninth $25,000,000 First Mortgage Bonds, 4 3/4%
October 1, 1960 Series due 1990
Tenth $25,000,000 First Mortgage Bonds, 4 1/4%
May 1, 1962 Series due 1992
Eleventh $30,000,000 First Mortgage Bonds, 4 5/8%
April 1, 1965 Series due 1995
Twelfth $25,000,000 First Mortgage Bonds, 4 7/8%
November 1, 1965 Series due 1995
Thirteenth $25,000,000 First Mortgage Bonds, 6 1/8%
August 1, 1967 Series due 1997
Fourteenth $30,000,000 First Mortgage Bonds, 7% Series
November 1, 1968 due 1998
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SUPPLEMENTAL INDENTURE
AND DATE PROVIDING FOR:
- ---------------------- -------------------------------------------
Fifteenth $35,000,000 First Mortgage Bonds, 7 7/8%
August 1, 1969 Series due 1999
Sixteenth Amendment of certain provisions of the
February 1, 1970 Original Indenture
Seventeenth $40,000,000 First Mortgage Bonds, 9% Series
November 1, 1970 due 2000
Eighteenth $50,000,000 First Mortgage Bonds, 7 3/4%
October 1, 1971 Series due 2001
Nineteenth $50,000,000 First Mortgage Bonds, 7 3/8%
June 1, 1972 Series due 2002
Twentieth $50,000,000 First Mortgage Bonds, 7 1/4%
November 1, 1972 Series A due 2002
Twenty-First $60,000,000 First Mortgage Bonds, 7 3/4%
June 1, 1973 Series due 2003
Twenty-Second $70,000,000 First Mortgage Bonds, 8% Series
December 1, 1973 A due 2003
Twenty-Third $80,000,000 First Mortgage Bonds, 8 3/4%
October 1, 1976 Series due 2006
Twenty-Fourth $40,000,000 First Mortgage Bonds,
April 1, 1979 6 3/4-6 7/8% Series due 2004-2009
Twenty-Fifth $100,000,000 First Mortgage Bonds, 13 5/8%
April 1, 1980 Series due 1987
Twenty-Sixth $100,000,000 First Mortgage Bonds, 13.30%
November 1, 1980 Series A due 1990
Twenty-Seventh $38,000,000 First Mortgage Bonds,
November 15, 1980 10-10 1/4% Series due 2000-2010
Twenty-Eighth $50,000,000 First Mortgage Bonds, 9 1/4%
May 1, 1981 Series A due 1984
Twenty-Ninth Amendment of certain provisions of the
September 1, 1982 Original Indenture
Thirtieth $100,000,000 First Mortgage Bonds, 13 1/8%
October 1, 1982 Series due 2012
Thirty-First $150,000,000 First Mortgage Bonds, 8 5/8%
November 1, 1991 Series due 2021
|
SUPPLEMENTAL INDENTURE
AND DATE PROVIDING FOR:
- ---------------------- -------------------------------------------
Thirty-Second $150,000,000 First Mortgage Bonds, 8%
December 1, 1992 Series due 2022
Thirty-Third $75,000,000 First Mortgage Bonds, 6 1/2%
December 1, 1992 Series due 1999
Thirty-Fourth $80,000,000 First Mortgage Bonds, 6-7/8%
February 1, 1993 Series due 2008
Thirty-Fifth $70,000,000 First Mortgage Bonds, 6-1/8%
March 1, 1993 Series due 2003
Thirty-Sixth $110,000,000 First Mortgage Bonds, 6%
July 1, 1993 Series due 2003
Thirty-Seventh $100,000,000 First Mortgage Bonds, 7%
December 1, 1993 Series due 2023
Thirty-Eighth Appointment of First Chicago Trust Company of
July 25, 1994 New York as successor Trustee and resignation
of former Trustee and Co-Trustee
|
[List additional Supplemental Indentures here as necessary.]
WHEREAS, the Supplemental Indentures have each been recorded in the public records of the counties listed on Exhibit A hereto, on the dates and in the official record books and at the page numbers listed thereon; and
WHEREAS, subsequent to the date of the execution and delivery of the Supplemental Indenture the Company has purchased, constructed or otherwise acquired certain property hereinafter referred to, and the Company desires by this Supplemental Indenture to confirm the lien of the Original Indenture on such property; and
WHEREAS, the Company desires by this Supplemental Indenture to create a new
series of bonds to be designated as First Mortgage Bonds, % Series due
(sometimes called the "New Series Bonds"), to be issued under the Original
Indenture pursuant to Section 2.01 of the Original Indenture, and also desires
to deliver to the Trustee prior to or simultaneously with the authentication and
delivery of the initial issue of Dollars
($ ) principal amount of bonds of such new series pursuant to
Section of the Original Indenture the documents and instruments required by
said section; and
WHEREAS, the Company in the exercise of the powers and authority conferred upon and reserved to it under and by virtue of the Indenture, and pursuant to the resolutions of its Board of Directors (as defined in the Indenture, which definition includes the Executive Committee of the Board of Directors) has duly resolved and determined to make, execute and deliver to the Trustee a Supplemental Indenture in the form hereof for the purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That Florida Power
Corporation, in consideration of the premises and
of One Dollar ($1.00) and other good and valuable consideration 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 order to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, according to their tenor and effect, does hereby confirm the grant, sale, resale, conveyance, assignment, transfer, mortgage and pledge of the property described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and hath granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto First Chicago Trust Company of New York, as Trustee, and to its successors in the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company on the date of the execution of this Supplemental Indenture or which may be hereafter acquired by it (except such property as is expressly excepted by the Original Indenture from the lien and operation thereof), including (but not limited to) all property which it has acquired subsequent to the date of execution of the Supplemental Indenture and situated in the State of Florida, including without limitation the property described on Exhibit B hereto; and without in any way 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 other 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, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furni-
ture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), 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 use and occupancy of the same (except as herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company 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 Original Indenture and said Supplemental Indentures, described.
IT IS HEREBY AGREED by the Company that all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted) shall, subject to the provisions of Section 9.01 of the Original Indenture and to the extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby.
TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 9.01 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid mortgaged property and every part and parcel thereof.
TO HAVE AND TO HOLD THE SAME unto First Chicago Trust Company of New York, the Trustee, and its successors in the trust and its assigns forever, but IN TRUST NEVERTHELESS upon the terms and trusts set forth in the Indenture, for the benefit and security of those who shall hold the bonds and coupons issued and to be issued under the Indenture, without preference, priority or distinction as to lien of any of said bonds and coupons over any others thereof by reason or priority in the time of the issue or
negotiation thereof, or otherwise howsoever, subject, however, to the provisions of Sections 10.03 and 10.12 of the Original Indenture.
SUBJECT, HOWEVER, to the reservations, exceptions, conditions, limitations and restrictions contained in the several deeds, servitudes and contracts or other instruments through which the Company acquired, and/or claims title to and/or enjoys the use of the aforesaid properties; and subject also to encumbrances of the character defined in the Original Indenture as "excepted encumbrances" in so far as the same may attach to any of the property embraced herein.
And, upon the consideration hereinbefore set forth, the Company does hereby covenant and agree to and with the Trustee and its successors in trust under the Indenture for the benefit of those who shall hold bonds and coupons issued and to be issued under the Indenture, as follows:
ARTICLE I
THE NEW SERIES BONDS
SECTION 1. The Company hereby creates a new series of bonds, not limited in principal amount except as provided in the Original Indenture, to be issued under and secured by the Original Indenture, to be designated by the title "First Mortgage Bonds, % Series due ." The initial issue of bonds of the New Series Bonds shall consist of Dollars ($ ) principal amount thereof.
The bonds of the New Series Bonds shall be issued only as registered bonds without coupons in the denomination of One Thousand Dollars ($1,000) or any integral multiple thereof.
, 199 shall be the date of the beginning of the first interest period for bonds of the New Series Bonds. Bonds of the New Series Bonds shall be dated as provided in Section 2.01 of the Original Indenture. All bonds of the New Series Bonds shall be payable on , in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and shall bear interest, payable in like coin or currency, at the rate of per centum ( %) per annum, payable semiannually on and of each year (each an "Interest Payment Date") to the persons in whose names the bonds of the New Series Bonds are registered at the close of business on the or , as the case may be, next preceding the Interest Payment Date
(each a "Regular Record Date") (subject to certain exceptions provided in this Supplemental Indenture and the Indenture), until maturity, according to the terms of the bonds or on prior redemption or by declaration or otherwise, and at the highest rate of interest borne by any of the bonds outstanding under the Indenture from such date of maturity until they shall be paid or payment thereof shall have been duly provided for. Principal of and interest on the bonds of the New Series Bonds shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York; provided, however, that payment of interest may be made at the option of the Company by check mailed by the Company or its affiliate to the person entitled thereto at his registered address.
Except as provided in the next paragraph, the bonds of the New Series Bonds will not be redeemable prior to . On and after that date, the bonds of the New Series Bonds shall be redeemable at the option of the Company, as a whole or from time to time in part, upon notice given by mailing the same to each registered holder directed to his registered address not less than thirty (30) days and not more than ninety (90) days before the redemption date, at the following redemption prices (expressed in percentages of the principal amount thereof) together with accrued interest to the date of redemption:
IF REDEEMED IF REDEEMED
DURING DURING
THE 12 MONTH THE 12 MONTH
PERIOD REDEMPTION PERIOD REDEMPTION
ENDING PRICE ENDING PRICE
- ---------------- --------- ---------------- ---------
............... % ............... %
............... ...............
............... ...............
............... ...............
............... ...............
............... ...............
............... ...............
............... ...............
............... ...............
............... ...............
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All bonds of the New Series Bonds shall also be redeemable, as a whole but not in part, upon notice given by mailing the same to each registered holder directed to his registered address not more than ninety (90) days before the redemption date, at a redemption price of 100% of the principal amount thereof, together with accrued interest to the date of redemption, as more fully provided in Section 8.08 of the Original Indenture, in the event (a) that all the outstanding common stock of the Company shall be
acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all series, the redemption date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (b) that all or substantially all the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Indenture as a first lien shall be released from the lien of the Indenture pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event.
Bonds of the New Series Bonds of the several denominations are exchangeable for a like aggregate principal amount of other bonds of the New Series Bonds of other authorized denominations. Notwithstanding the provisions of Section 2.03 of the Original Indenture, for any exchange of bonds of the New Series Bonds for other bonds of the New Series Bonds of different authorized denominations, or for any transfer of bonds of the New Series Bonds, the Company may require the payment of a sum sufficient to reimburse it for any tax or other governmental charge incident thereto only.
As provided in Section 2.04 of the Original Indenture, the New Series Bonds
shall be definitive bonds in the form of lithographed bonds on steel engraved
borders. However, pending the preparation of definitive bonds of the New Series
Bonds, the Company may issue one or more temporary printed bonds as provided in
Section 2.04 of the Original Indenture.
SECTION 2. Bonds of the New Series Bonds shall be substantially in the following form, with such inclusions, omissions, and variations as the Board of Directors of the Company may determine in accordance with the provisions of the Indenture:
[FORM OF BOND OF THE NEW SERIES BONDS]
FLORIDA POWER CORPORATION
(Incorporated under the laws of the State of Florida)
FIRST MORTGAGE BOND,
% SERIES DUE
DUE
No. $
FLORIDA POWER CORPORATION, a corporation of the State of Florida (hereinafter called the Company), for value received, hereby promises to pay to or registered assigns, on at the office or agency of the Company in the Borough of Manhattan, The City of New York, Dollars ($ ) in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and to pay interest thereon, semiannually on and of each year to the person in whose name this bond is registered at the close of business on the or , as the case may be, next preceding the interest payment date (subject to certain exceptions provided in the Mortgage hereinafter mentioned), at the rate of per centum ( %) per annum, at said office or agency in like coin or currency, from the date hereof until this bond shall mature, according to its terms or on prior redemption or by declaration or otherwise, and at the highest rate of interest borne by any of the bonds outstanding under the Mortgage hereinafter mentioned from such date of maturity until this bond shall be paid or the payment hereof shall have been duly provided for; provided, however, that payment of interest may be made at the option of the Company by check mailed by the Company or its affiliate to the person entitled thereto at his registered address.
Additional provisions of this bond are set forth on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth at this place.
This bond shall not become valid or obligatory for any purpose until First Chicago Trust Company of New York, or its successor as Trustee under the Mortgage, shall have signed the certificate of authentication endorsed hereon.
IN WITNESS WHEREOF, FLORIDA POWER CORPORATION has caused this bond to be signed in its name by its President or one of its VicePresidents by his signature or a facsimile thereof, and its corporate seal, or a
facsimile thereof, to be affixed hereto and attested by its Secretary or one of its Assistant Secretaries by his signature or a facsimile thereof.
Dated
FLORIDA POWER CORPORATION,
Attest:
[TEXT APPEARING ON REVERSE SIDE OF BOND]
This bond is one of an issue of bonds of the Company (herein referred to as the bonds), not limited in principal amount except as provided in the Mortgage hereinafter mentioned, issuable in series, which different series may mature at different times, may bear interest at different rates, and may otherwise vary as provided in the Mortgage hereinafter mentioned, and is one of a series known as its First Mortgage Bonds, % Series due (herein referred to as the "Bonds of this Series"), all bonds of all series issued and to be issued under and equally and ratably secured (except insofar as any sinking or analogous fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by an Indenture dated as of January 1, 1944 (herein, together with all indentures supplemental thereto including the Supplemental Indenture dated as of , 199 between the Company and First Chicago Trust Company of New York, as Trustee, called the "Mortgage"), to which reference is made for the nature and extent of the security, the rights of the holders of bonds and of the Company in respect thereof, the rights, duties and immunities of the Trustee, and the terms and conditions upon which the bonds are, and are to be, issued and secured. The Mortgage contains provisions permitting the holders of not less than seventy-five per centum (75%) in principal amount of all the bonds at the time outstanding, determined and evidenced as provided in the Mortgage, or in case the rights under the Mortgage of the holders of bonds of one or more, but less than all, of the series of bonds outstanding shall be affected, the holders of not less than seventy-five per centum (75%) in principal amount of the bonds at the time outstanding of the series affected,
determined and evidenced as provided in the Mortgage, on behalf of the holders of all the bonds to waive any past default under the Mortgage and its consequences except a completed default, as defined in the Mortgage, in respect of the payment of the principal of or interest on any bond or default arising from the creation of any lien ranking prior to or equal with the lien of the Mortgage on any of the mortgaged and pledged property. The Mortgage also contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than seventy-five per centum (75%) in principal amount of all the bonds at the time outstanding, determined and evidenced as provided in the Mortgage, or in case the rights under the Mortgage of the holders of bonds of one or more, but less than all, of the series of bonds outstanding shall be affected, then with the consent of the holders of not less than seventy-five per centum (75%) in principal amount of the bonds at the time outstanding of the series affected, determined and evidenced as provided in the Mortgage, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Mortgage or modifying in any manner the rights of the holders of the bonds and coupons; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any bonds, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, without the express consent of the holder of each bond so affected, or (ii) reduce the aforesaid percentage of bonds, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all bonds then outstanding, or (iii) permit the creation of any lien ranking prior to or equal with the lien of the Mortgage on any of the mortgaged and pledged property, or (iv) deprive the holder of any outstanding bond of the lien of the Mortgage on any of the mortgaged and pledged property. Any such waiver or consent by the registered holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond, irrespective of whether or not any notation of such waiver or consent is made upon this bond. No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this bond at the time and place and at the rate and in the coin or currency herein prescribed.
The Bonds of this Series are issuable in denominations of One Thousand Dollars ($1,000) and any integral multiple thereof and are exchangeable for a like aggregate principal amount of Bonds of this Series of other
authorized denominations. This bond is transferable as prescribed in the Mortgage by the registered holder hereof in person, or by his duly authorized attorney, at the office or agency of the Company in said Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, and upon payment, if the Company shall require it, of the transfer charges prescribed in the Supplemental Indenture hereinabove referred to, and thereupon a new fully registered bond or bonds of authorized denominations of the same series and for the same aggregate principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustee, any paying agent and any bond registrar may deem and treat the person in whose name this bond is registered as the absolute owner hereof, whether or not this bond shall be overdue, for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustee nor any paying agent nor any bond registrar shall be affected by any notice to the contrary.
Except as provided in the next paragraph, the Bonds of this Series will not be redeemable prior to . On and after that date, the Bonds of this Series may be redeemed, at the option of the Company, as a whole or from time to time in part by mailing notice of redemption to each registered holder directed to his registered address not less than thirty (30) days and not more than ninety (90) days before the redemption date, all as provided in the Mortgage, at the following redemption prices (expressed in percentages of the principal amount thereof) together with accrued interest to the date of redemption:
IF REDEEMED IF REDEEMED
DURING DURING
THE 12 MONTH THE 12 MONTH
PERIOD REDEMPTION PERIOD REDEMPTION
ENDING PRICE ENDING PRICE
- ---------------- --------- ---------------- ---------
..................... % ..................... %
..................... .....................
..................... .....................
..................... .....................
..................... .....................
..................... .....................
..................... .....................
..................... .....................
..................... .....................
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All Bonds of this Series shall also be redeemable, as a whole but not in part, upon notice given by mailing the same to each registered holder directed to his registered address not more than ninety (90) days before the redemption date, at a redemption price of 100% of the principal amount
thereof, together with accrued interest to the date of redemption, as more fully provided in Section 8.08 of the Mortgage, in the event (a) that all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all the bonds of all series, the redemption date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (b) that all or substantially all the mortgaged and pledged property (constituting bondable property as defined in the Mortgage) which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereof, and available moneys in the hands of First Chicago Trust Company of New York or its successor as Trustee, including any moneys deposited by the Company for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event.
The Mortgage provides that if the Company shall deposit with First Chicago Trust Company of New York or its successor as Trustee in trust for the purpose funds sufficient to pay the principal of all the bonds of any series, or such of the bonds of any series as have been or are to be called for redemption (including any portions, constituting $1,000 or an integral multiple thereof, of fully registered bonds), and premium, if any, thereon, and all interest payable on such bonds (or portions) to the date on which they become due and payable at maturity or upon redemption or otherwise, and complies with the other provisions of the Mortgage in respect thereof, then from the date of such deposit such bonds (or portions) shall no longer be secured by the lien of the Mortgage.
The Mortgage provides that, upon any partial redemption of a fully registered bond, upon surrender thereof endorsed for transfer, new bonds of the same series and of authorized denominations in principal amount equal to the unredeemed portion of such fully registered bond will be delivered in exchange therefor.
The principal hereof may be declared or may become due prior to the express date of the maturity hereof on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided.
No recourse shall be had for the payment of the principal of or interest on this bond, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Mortgage or under or upon any obligation,
covenant or agreement contained in the Mortgage, against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director, as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any predecessor or successor corporation under any present or future rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the holder and owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.
SECTION 3. Interest on any bond of the New Series Bonds which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that bond (or one or more predecessor bonds) is registered at the close of business on the Regular Record Date for such interest specified in the provisions of this Supplemental Indenture. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months.
Any interest on any bond of the New Series Bonds which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the registered holder on the relevant Regular Record Date solely by virtue of such holder having been such holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Subsection A or B below:
A. The Company may elect to make payment of any Defaulted Interest on the bonds of the New Series Bonds to the persons in whose names such bonds (or their respective predecessor bonds) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner (a "Special Record Date"). The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each bond and the date of the proposed payment (which date shall be such as will enable the Trustee to comply with the next sentence hereof), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest
as in this Subsection provided and not to be deemed part of the trust estate or trust moneys. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each holder of a bond of the New Series Bonds at his address as it appears in the bond register not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion in the name and at the expense of the Company, cause a similar notice to be published at least once in a newspaper approved by the Company in each place of payment of the bonds of the New Series Bonds, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the bonds of the New Series Bonds, (or their respective predecessor bonds) are registered on such Special Record Date and shall no longer be payable pursuant to the following Subsection B.
B. The Company may make payment of any Defaulted Interest on the bonds of the New Series Bonds in any other lawful manner not inconsistent with the requirements of any securities exchange on which such bonds may be listed and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Subsection, such payment shall be deemed practicable by the Trustee.
Subject to the foregoing provisions of this Section, each bond of the New Series Bonds delivered under this Supplemental Indenture upon transfer of or in exchange for or in lieu of any other bond of the New Series Bonds shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other bond and each such bond shall bear interest from such date, that neither gain nor loss in interest shall result from such transfer, exchange or substitution.
ARTICLE II
ADDITIONAL COVENANTS
The Company hereby covenants as follows:
SECTION 1. That it will, prior to or simultaneously with the initial authentication and delivery by the Trustee of the New Series Bonds under Section 4.05 of the Original Indenture, deliver to the Trustee the instruments required by said Section.
SECTION 2. That, so long as any of the New Series Bonds shall be outstanding, it will not declare or pay any dividends (except a dividend in its own common stock) upon its common stock, or make any other distribution (by way of purchase, or otherwise) to the holders thereof, except a payment or distribution out of net income of the Company subsequent to December 31, 1943; and that it will not permit any subsidiary of the Company to purchase any shares of common stock of the Company.
For the purpose of this Section, net income of the Company shall be determined by regarding as charges or credits to income, as the case may be, any and all charges or credits to earned surplus subsequent to December 31, 1943, representing adjustments on account of excessive or deficient accruals to income for taxes, and operating expenses shall include all proper charges for the maintenance and repairs of the property owned by the Company and appropriations out of income for the retirement or depreciation of the property used in its electric business in an amount of not less than the amount of the minimum provision for depreciation determined as provided in clause (5) of paragraph A of Section 1.05 of the Original Indenture.
ARTICLE III
SUNDRY PROVISIONS
SECTION 1. This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture, and shall form a part thereof and all of the provisions contained in the Original Indenture in respect to the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect hereof as fully and with like effect as if set forth herein in full.
SECTION 2. This Supplemental Indenture may be simultaneously executed in any number of counterparts, and all of said counterparts executed
and delivered, each as an original, shall constitute but one and the same instrument.
SECTION 3. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or of the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely.
SECTION 4. Although this Supplemental Indenture is dated for convenience and for purposes of reference as of , 199 , the actual dates of execution by the Company and by the Trustee are as indicated by the respective acknowledgements hereto annexed.
IN WITNESS WHEREOF, FLORIDA POWER CORPORATION has caused this Supplemental Indenture to be signed in its name and behalf by its Vice President and Treasurer, and its corporate seal to be hereunto affixed and attested by its Secretary, and FIRST CHICAGO TRUST COMPANY OF NEW YORK has caused this Supplemental Indenture to be signed and sealed in its name and behalf by a Vice President, and its corporate seal to be attested by a Trust Officer, all as of the day and year first above written.
FLORIDA POWER CORPORATION
By_____________________________________
Vice President and Treasurer
3201 34th Street South
St. Petersburg, FL 33711
[SEAL]
Attest:
Secretary
3201 34th Street South
St. Petersburg, FL 33711
Signed, sealed and delivered by said
FLORIDA POWER CORPORATION
in the presence of:
FIRST CHICAGO TRUST
COMPANY OF NEW YORK
By______________________________
Vice President
14 Wall Street
New York, NY 10005
[SEAL]
Attest:
Trust Officer
14 Wall Street
New York, NY 10005
Signed, sealed and delivered by said
FIRST CHICAGO TRUST
COMPANY OF NEW YORK
in the presence of:
STATE OF FLORIDA )
SS:
COUNTY OF PINELLAS )
|
Before me, the undersigned, a notary public in and for the State and County aforesaid, an officer duly authorized to take acknowledgments of deeds and other instruments, personally appeared , Vice President and Treasurer of FLORIDA POWER CORPORATION, a corporation, the corporate party of the first part in and to the above written instrument, and also personally appeared before me , Secretary of the said corporation; such persons being severally personally known to me, who did take an oath and are known by me to be the same individuals who as such Vice President and Treasurer and as such Secretary executed the above written instrument on behalf of said corporation; and he, the said Vice President and Treasurer, acknowledged that as such Vice President and Treasurer, he subscribed the said corporate name to said instrument on behalf and by authority of said corporation, and he, the said Secretary, acknowledged that he affixed the seal of said corporation to said instrument and attested the same by subscribing his name as Secretary of said corporation, by authority and on behalf of said corporation, and each of the two persons above named acknowledged that, being informed of the contents of said instrument, they, as such Vice President and Treasurer and Secretary, delivered said instrument by authority and on behalf of said corporation and that all such acts were done freely and voluntarily and for the uses and purposes in said instrument set forth and that such instrument is the free act and deed of said corporation; and each of said persons further acknowledged and declared that he knows the seal of said corporation, and that the seal affixed to said instrument is the corporate seal of the corporation aforesaid.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this day of , 199 , at St. Petersburg, in the State and County aforesaid.
[NOTARIAL SEAL]
STATE OF NEW YORK )
SS:
COUNTY OF NEW YORK )
|
Before me, the undersigned, a notary public in and for the State and County aforesaid, an officer duly authorized to take acknowledgments of deeds and other instruments, personally appeared , a Vice President of FIRST CHICAGO TRUST COMPANY OF NEW YORK, a New York banking corporation, the corporate party of the second part in and to the above written instrument, and also personally appeared before me , a Trust Officer of the said corporation; said persons being severally personally known to me, who did take an oath and are known by me to be the same individuals who as such Vice President and as such Trust Officer executed the above written instrument on behalf of said corporation; and he, the said Vice President, acknowledged that as such Vice President he subscribed the said corporate name to said instrument and affixed the seal of said corporation to said instrument on behalf and by authority of said corporation, and she, the said Trust Officer, acknowledged that she attested the same by subscribing her name as Trust Officer of said corporation, by authority and on behalf of said corporation, and each of the two persons above named acknowledged that, being informed of the contents of said instrument, they, as such Vice President and Trust Officer, delivered said instrument by authority and on behalf of said corporation and that all such acts were done freely and voluntarily and for the uses and purposes in said instrument set forth and that such instrument is the free act and deed of said corporation, and each of said persons further acknowledged and declared that he/she knows the seal of said corporation, and that the seal affixed to said instrument is the corporate seal of the corporation aforesaid.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this day of , 199 , at New York City, in the State and County aforesaid.
[NOTARIAL SEAL]
EXHIBIT A
RECORDING INFORMATION
[TO BE INSERTED]
EXHIBIT B
PROPERTY DESCRIPTIONS
[TO BE INSERTED]
Exhibit 5
Florida Progress Corporation
One Progress Plaza
St. Petersburg, FL 33701
(813) 824-6508
Kenneth E. Armstrong
Vice President, General Counsel
and Secretary
August 29, 1994
Florida Power Corporation
3201 34th Street South
St. Petersburg, Florida 33711
Re: Issuance and Sale of First Mortgage Bonds.
Ladies and Gentlemen:
As Vice President, General Counsel and Secretary of Florida Progress Corporation ("Florida Progress"), I have acted as counsel to Florida Power Corporation (the "Company") in connection with the proposed issuance and sale of up to $250,000,000 aggregate principal amount of the Company's First Mortgage Bonds (the "New Bonds") in one or more series, and the registration of the New Bonds under the Securities Act of 1933, as amended. The New Bonds will be issued under the Indenture dated as of January 1, 1944 between the Company and First Chicago Trust Company of New York, as Trustee, as amended and supplemented by thirty-eight supplemental indentures and as to be further amended and supplemented by one or more supplemental indentures creating one or more series of New Bonds (the "Supplemental Indentures"). The Indenture, as amended and supplemented to date, and as supplemented by the Supplemental Indentures, is hereinafter referred to as the "Mortgage."
As your counsel, I and attorneys under my supervision in the legal department of Florida Progress have participated in the preparation of a Registration Statement on Form S-3 relating to the New Bonds (the "Registration Statement") that the Company intends to file with the Securities and Exchange Commission on or about August 29, 1994. In connection therewith, I have examined the Registration Statement, including all exhibits thereto, the Company's Amended Articles of Incorporation and Bylaws as amended to date, the resolutions adopted by the Company's Board of Directors on October 21, 1993 relating to the New Bonds (the "Resolutions"), Order No. PSC-93-1757-FOF-EI of the Florida Public Service Commission that authorizes the Company to issue additional securities during 1994 and such other documents as I have deemed necessary for the purpose of rendering this opinion.
The opinions expressed below are based on the following assumptions:
(a) The issuance and sale of the New Bonds will be carried out (i) on the basis set forth in the Registration Statement, (ii) in conformity with the Resolutions; (iii) in conformity with the appropriate authorizations, consents or exemptions under the securities or "blue sky" laws of the various States of the United States, and (iv) in conformity with the appropriate authorizations, consents or orders under the laws, rules and regulations of the Florida Public Service Commission;
(b) The Registration Statement will become effective;
(c) The Company's Board of Directors, or an appropriate Committee of the Board of Directors, will have approved the terms and conditions of each series of the New Bonds, including but not limited to the maturity dates, interest rates, redemption provisions and other terms thereof, and will have authorized the issuance and sale of each series of New Bonds in accordance with the provisions of the Mortgage and the Resolutions;
(d) Each series of New Bonds will be duly executed and delivered by the proper officers of the Company and duly authenticated by the Trustee as provided in the Mortgage and the Resolutions;
(e) Supplemental Indentures creating each series of New Bonds, aggregating in principal amount not more than $250,000,000, (i) will have been qualified in accordance with the provisions of the Trust Indenture Act of 1939, as amended, (ii) will have been duly completed, executed and delivered by the proper officers of the Company, (iii) will have been duly executed by the Trustee, and (iv) will be duly recorded; and
(f) The Company will have prepared and filed with the Securities and Exchange Commission a prospectus supplement with respect to each series of New Bonds containing the terms of that series, and each series of New Bonds will have been sold and delivered to the underwriters, dealers, agents or other purchasers thereof against payment therefor as contemplated by the applicable prospectus supplement.
Based upon and subject to the foregoing, I am of the opinion that:
1. Florida Power Corporation is a corporation duly organized and existing under the laws of the State of Florida.
2. The New Bonds, when properly authenticated and delivered against payment therefor in accordance with the foregoing assumptions, will be legally issued, valid and binding obligations of the Company.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference to me under the headings "Legal Matters" and "Experts" therein.
Very truly yours,
/s/ Kenneth E. Armstrong Kenneth E. Armstrong Vice President, General Counsel and Secretary |
I:\FMBONDS\OPINION.EDG
EXHIBIT 12
FLORIDA POWER CORPORATION
STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS
TO FIXED CHARGES
(Dollar Amounts in Thousands)
12 Months Ended
June 30, 1994 Year Ended Decemeber 31,
(Unaudited) ------------------------------------------
--------------- 1993 1992 1991 1990 1989
Earnings
Net Income. . . . $ 201,534 $194,873 $186,977 $180,894 $182,316 $184,044
Income Taxes. . . 112,656 104,387 97,536 92,667 102,971 85,761
Fixed Charges . . 107,492 105,827 100,120 95,220 98,802 96,620
-------- ------- ------- ------- ------- -------
Total Earnings . $ 421,682 $405,087 $384,633 $368,781 $384,089 $366,425
======== ======= ======= ======= ======= =======
Ratio of Earnings to
Fixed Charges . . 3.92 3.83 3.84 3.87 3.89 3.79
==== ==== ==== ==== ==== ====
|
Exhibit 24.(a)
KPMG Peat Marwick
Certified Public Accountants
P.O. Box 31002
St. Petersburg, FL 33702
The Board of Directors
Florida Power Corporation
We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. Our report refers to a change in the methods of accounting for income taxes and postretirement benefits other than pensions.
/s/ KPMG Peat Marwick
August 29, 1994
|
Exhibit 26
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) _______
FIRST CHICAGO TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
A New York Banking Corporation 13-3340857
(I.R.S. employer
identification number)
14 Wall Street, New York, New York 10005
(Address of principal executive offices) (Zip Code)
|
First Chicago Trust Company of New York 14 Wall Street New York, New York 10005 Attn: Charlene Mullane (212) 240-8862
(Name, address and telephone number of agent for service)
FLORIDA POWER CORPORATION
(Exact name of obligor as specified in its charter)
Florida 59-0247770
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
3201 34th Street South
St. Petersburg, Florida 33711
(Address of Principal FIRST MORTGAGE BONDS (Zip Code)
|
executive offices) (Title of Indenture Securities)
Item 1. General Information. Furnish the following information as to
the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.
State of New York Banking Department, New York, New York; The Board of Governors of the Federal Reserve System, Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations With the Obligor. If the obligor is an affiliate
of the trustee, describe each such affiliation.
No such affiliation exists with the trustee.
Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the restated organization certificate of the trustee now in effect.
2. A copy of the certificate of authority of the trustee to commence business.
3. A copy of the authorization of the trustee to exercise corporate trust powers.
4. A copy of the existing by-laws of the trustee.
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
8. Not Applicable
9. Not Applicable
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, First Chicago Trust Company of New York, a limited purpose trust company, organized and existing under the laws of the State of New York, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago and State of Illinois, on the 26th day of August, 1994.
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ Steven M. Wagner
---------------------------
Steven M. Wagner
Vice President
|
EXHIBIT 1
A COPY OF THE RESTATED ORGANIZATION CERTIFICATE OF THE TRUSTEE
State of New York,
Banking Department
I, DONALD J. KAVANAGH, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed certificate entitled "RESTATED ORGANIZATION
CERTIFICATE OF FIRST CHICAGO TRUST COMPANY OF NEW YORK UNDER SECTION 8007 OF
THE BANKING LAW," dated May 31, 1989.
WITNESS, my hand and official seal of the Banking Department at the City of New York, this 30th day of April in the Year of our Lord one thousand nine hundred and ninety.
/s/ Donald J. Kavanagh ------------------------ Deputy Superintendent of Banks |
RESTATED ORGANIZATION CERTIFICATE OF
FIRST CHICAGO TRUST COMPANY OF NEW YORK
UNDER SECTION 8007 OF THE BANKING LAW
WE, the undersigned, being DONALD R. HOLLIS, Executive Vice President of FIRST CHICAGO CORPORATION, and LORNE H. PRICE, President of FIRST CHICAGO TRUST COMPANY OF NEW YORK (formerly known as MORGAN SHAREHOLDER SERVICES TRUST COMPANY), a New York limited-purpose trust company, do hereby certify:
1. The name of the corporation is First Chicago Trust Company of New York. The name under which the corporation was formed is Morgan Shareholder Services Trust Company.
2. The Organization Certificate of the corporation was filed by the Superintendent of Banks of the State of New York on December 12, 1985.
3. Article First of the Organization Certificate provides:
"That the name by which the corporation is to be known is MORGAN
SHAREHOLDER SERVICES TRUST COMPANY."
4. Article First of the Organization Certificate is hereby amended to read as follows:
"That the name by which the corporation is to be known is FIRST CHICAGO
TRUST COMPANY OF NEW YORK."
5. The foregoing amendment was authorized by votes of each of the Board of Directors of First Chicago Trust Company of New York and the Board of Directors of Morgan Shareholder Services Trust Company held on May 31, 1989, approving the Plan of Merger between First Chicago Trust Company of New York and Morgan Shareholder Services Trust Company, which Plan of Merger contained the foregoing amendment.
6. The sole shareholder of the corporation consented to the foregoing amendment by written consent dated May 31, 1989 pursuant to Section 6015 of the New York Banking Law.
7. The text of the Organization Certificate, as amended heretofore, is hereby restated as amended to read as herein set forth in full:
ORGANIZATION CERTIFICATE
OF
"FIRST CHICAGO TRUST COMPANY OF NEW YORK"
We, the undersigned all being of full age, each of us being citizens of the United States and having associated ourselves together for the purpose of forming a Trust Company under and pursuant to the Banking Law of the State of New York, do hereby certify:
FIRST. That the name by which the corporation is to be
known is FIRST CHICAGO TRUST COMPANY OF NEW YORK.
SECOND. That the place where its principal office is to be located is 30 West Broadway, New York, New York 10015.
THIRD. That the amount of its capital stock is to be One Million Dollars ($1,000,000) and the number of shares into which such capital stock is to be divided is 10,000 with a par value of $100 each.
FOURTH. The shares are not to be classified as preferred and common.
If the shares are to be so classified,
(c) The number of shares of common stock which are to be reserved for issuance exchange for preferred shares or otherwise to replace any capital stock represented by preferred shares is none.
FIFTH. The name, place of residence and citizenship of each incorporator, and the number of shares subscribed for by each are:
No. of
Full Name Residence *Citizenship Shares
John M. Stadter 39 East 72nd Street, #2F New York --
New York, NY 10021
Thomas W. Stanley 104 Fisher Road New Jersey --
Mahwah, NJ 07430
James C.P. Berry 10 West 65th Street New York --
New York, NY 10023
James T. Flynn 169 West End Avenue New Jersey --
Ridgewood, NJ 07450
Peter B. Smith 136 East 79th Street New York --
New York, NY 10021
Ralph M. Mastrangelo 813 Tequesta Drive New Jersey --
Franklin Lakes, NJ 07417
John T. Lane 94 Sixth Street New York --
Garden City, NY 11530
______________________________
|
*If a citizen of New York or a contiguous state, insert name of such state.
SIXTH. The term of existence of the corporation is to be perpetual.
SEVENTH. The number of directors is to be not less than five nor more than fifteen.
EIGHTH. The names of the incorporators who shall be the directors until the first annual meeting of stockholders are:
John M. Stadter
Thomas W. Stanley
James C.P. Berry
James T. Flynn
Peter B. Smith
Ralph M. Mastrangelo
John T. Lane
NINTH. The Corporation is to exercise the powers conferred by Section 100 of the Banking Law. The Corporation shall neither accept deposits nor make loans except for deposits and loans arising directly from the exercise of the fiduciary powers specified in Section 100 of the Banking Law.
IN WITNESS WHEREOF, we have made, signed and acknowledged this certificate in duplicate this 31st day of May, 1989.
/s/ Donald R. Hollis ------------------------- Donald R. Hollis Title: Executive Vice President First Chicago Corporation /s/ Lorne H. Price ------------------------- Lorne H. Price Title: President First Chicago Trust Company of New York |
EXHIBIT 2
A COPY OF THE CERTIFICATE OF AUTHORITY
OF THE TRUSTEE TO COMMENCE BUSINESS
State of New York,
Banking Department
I, GEORGE BENCZAK, Deputy Superintendent of Banks of the State of New
York, DO HEREBY CERTIFY:
THAT, FIRST CHICAGO TRUST COMPANY OF NEW YORK is a corporation duly organized and existing under the laws of the State of New York and has its principal office and place of business at 14 Wall Street, New York, New York.
THAT, FIRST CHICAGO TRUST COMPANY OF NEW YORK is validly existing as a banking organization under the Banking Law of the State of New York. The authorization certificate of such corporation has not been revoked or suspended and such corporation is a subsisting trust company under the supervision of this Department.
The powers of such corporation are subject to certain restrictions in its organization certificate.
Witness, my hand and official seal of the Banking Department at the City of New York, this 27th day of June in the Year of our Lord one thousand nine hundred and ninety-four.
/s/ George Benczak
----------------------
George Benczak
|
Deputy Superintendent of Banks.
EXHIBIT 3
A COPY OF THE AUTHORIZATION OF THE TRUSTEE
TO EXERCISE CORPORATE TRUST POWERS
State of New York,
Banking Department
I, GEORGE BENCZAK, Deputy Superintendent of Banks of the State of New
York, DO HEREBY CERTIFY:
THAT, FIRST CHICAGO TRUST COMPANY OF NEW YORK is a corporation duly organized and existing under the laws of the State of New York and has its principal office and place of business at 14 Wall Street, New York, New York.
THAT, FIRST CHICAGO TRUST COMPANY OF NEW YORK is validly existing as a banking organization under the Banking Law of the State of New York. The authorization certificate of such corporation has not been revoked or suspended and such corporation is a subsisting trust company under the supervision of this Department.
The powers of such corporation are subject to certain restrictions in its organization certificate.
Witness, my hand and official seal of the Banking Department at the City of New York, this 27th day of June in the Year of our Lord one thousand nine hundred and ninety-four.
/s/ George Benczak
--------------------------
George Benczak
|
Deputy Superintendent of Banks.
EXHIBIT 4
A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE
BY-LAWS
OF
FIRST CHICAGO TRUST COMPANY OF NEW YORK
As amended to July 25, 1989
BY-LAWS
of
First Chicago Trust Company of New York
ARTICLE l
Stockholders
SECTION 1.l. Annual Meeting. The annual meeting of the stockholders of the Company shall be held in the Borough of Manhattan, City of New York, on the third Tuesday of March of each year at 1l o'clock A.M., New York City time, for the election of Directors and such other business as may properly come before the meeting. Written notice of the time, place and purpose or purposes of such meeting shall be given not less than 10 nor more than 40 days before said meeting signed by the President or a Vice President or the Secretary or an Assistant Secretary, to each stockholder of record entitled to vote at such meeting at his address as it appears on the stock book of the Company, unless he shall have filed with the Secretary a written request that notices intended for him or her be mailed to some other address, in which case it shall be mailed to the address designated in such request. Notice shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy, or who shall waive such notice in writing.
SECTION 1.2. Special Meetings. Special meetings of the stockholders may be called by the Chairman of the Board, the President of the Board or the Board of Directors and shall be held at the principal offices of the Company on such date and at such time as the Chairman, the President or the Board of Directors shall fix. Notice of any special meeting, stating the time, place and purpose or purposes thereof, shall be given in the manner provided in Section 1.1 for the calling of annual meetings of stockholders.
SECTION 1.3. Quorum. At all meetings of stockholders, unless otherwise provided by law, stockholders of a majority of the capital stock of the Company, present either in person or by proxy, shall constitute a quorum, but less than a quorum shall have power to adjourn any meeting to another place, date or time. Except as otherwise provided by law, a majority of the quorum at a meeting, voting either in person or by proxy, shall decide any question brought before such meeting.
SECTION 1.4. Organization. The Chairman of the Board, or in his absence, the President, shall preside at all meetings of stockholders, and the order in which the business thereof shall be disposed of, in the absence of a contrary vote by stockholders owning a majority of the capital stock of the Company present and voting at the meeting, whether in person or by proxy, shall be determined by the presiding officer. In the absence of the Secretary of the Company, the secretary of the meeting shall be such person as the presiding officer shall appoint.
SECTION 1.5. Conduct of Business. The presiding officer of any meeting of stockholders shall determine the order of business and the procedure of the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order.
SECTION 1.6. Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder, a stock vote by ballot shall be taken. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the presiding officer of the meeting. All meetings and other matters shall be determined by a majority of votes cast.
ARTICLE II
Board of Directors
SECTION 2.1. Number. The affairs of the Company shall be managed and its corporate powers exercised by a Board of Directors which shall consist of not less than 7 nor more than 15 members. The Board shall from time to time by vote of a majority of Directors then in office fix the number of Directors within the maximum and minimum limits. The initial members of the Board of Directors of the Company, including the Chairman of the Board, shall be elected by the majority vote of the incorporators of the Company, who shall consider the matter at the organizational meeting of the incorporators. Such Directors shall hold office until the first annual meeting of the stockholders and until their successors have been duly elected and qualified.
SECTION 2.2. Term of Office. At each annual meeting of stockholders each of the Directors shall be elected to serve until the next annual meeting of stockholders and until his successor shall have been elected and shall have qualified. If the office of any Director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the Directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until his successor is elected and qualified.
SECTION 2.3. Regular Meetings. The Board of Directors shall hold regular meetings for business, of which meetings no notice shall be required, on the fourth Tuesday of each month, other than the month of August when the Executive Committee shall meet on the 4th Tuesday, at such time and place as may be fixed by the Board of Directors.
SECTION 2.4. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President, and any of them shall call a special meeting whenever requested to do so by any two members of the Board of Directors. Notice of such meeting shall be mailed to each Director addressed to him at his usual residence or place of business at least two days before the day on which such meeting is to be held, or shall be sent to him at such address by telegram, radio or cable or given personally or by telephone not later than the day before such meeting is held.
SECTION 2.5. Participation in Meetings by Conference Telephone. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or a committee thereof by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to here each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting.
SECTION 2.6. Quorum. Except as otherwise required by law, one-third of the number of Directors, as fixed from time to time, shall constitute a quorum.
SECTION 2.7. Compensation. Directors and members of the Executive Committee and the members of any other committee shall be entitled to received such compensation or such fees for attendance as the Board of Directors shall fix from time. Nothing herein contained shall be construed to preclude any Director from serving in any other capacity and receiving compensation therefor.
SECTION 2.8. Indemnification. The Company shall, to the extent specified herein, indemnify each person made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that he, or his testator or interstate, is or was a director, officer or employee of the Company or served any other corporation of any kind, domestic or foreign, in any capacity at the request of the Company. Officers and directors of the Company shall be so indemnified to the full extent permitted by law and persons other than officers and directors of the Company shall be so indemnified to the same extent as officers and directors of the Company.
SECTION 2.9. Conduct of Business. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the Directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.
SECTION 2.10. Fiscal Year. The fiscal year of the Company shall be as fixed by the Board of Directors.
ARTICLE III
Committees
SECTION 3.1. Committees. The Board of Directors shall, at its first meeting held after the adoption of these By-Laws and at its regular meeting in April of each year, appoint an Executive Committee of such number of Directors, including the Chairman of the Board, the Vice Chairman, or if there be more than one, the Vice Chairmen of the Board, the Chairman of the Executive Committee and the President, as the Board of Directors may determine, which, unless otherwise instructed, may exercise the powers of the Board of Directors in the intervals between the meetings of the Board of Directors. The minutes of each meeting of the Executive Committee shall be submitted to the first regular meeting of the Board of Directors following the meeting of the Executive Committee. The Executive Committee may adopt its own rules of procedure and shall hold meetings upon request of any member thereof. No notice of any meetings of the Executive Committee shall be required. Three members of the Executive Committee shall constitute a quorum.
SECTION 3.2. Conduct of Business. The Board of Directors may appoint, from among its membership or otherwise, such other committees with such powers as it shall determine. Such committees shall determine their own quorum and adopt their own rules of procedure.
SECTION 3.3. Vacancies. The Board of Directors may fill any vacancy in any Committee, and may designate from time to time a person to act as a member of any committee at any meeting or meetings thereof in the place of any member absent therefrom.
ARTICLE IV
Officers and Employees
SECTION 4.1. Generally. The Board of Directors shall, at its first meeting held after adoption of these By-Laws and at the first meeting after each annual meeting of stockholders, elect from their number a Chairman of the Board, a Chairman of the Executive Committee and a President, each of whom shall hold office until the next annual election of officers and until his successor is elected and shall have qualified. Any vacancy occurring in the office of the Chairman of the Board, Vice Chairman of the Board, Chairman of the Executive Committee or President may be filled at any regular or special meeting of the Board of Directors.
The Board of Directors may also elect or appoint one or more Vice Chairmen of the Board, one or more Vice Presidents (any one or more of whom may be designated Executive Vice Presidents or Senior Vice Presidents), a Treasurer, a Secretary, a Comptroller, and an Auditor. In addition, either the Board of Directors or any two of the Chairman of the Board, a Vice Chairman of the Board, the Chairman of the Executive Committee, the President, and an Executive Vice President, may elect or appoint one or more Assistant Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, one or more Assistant Comptrollers, one or more Assistant Auditors, one or more Assistant Trust Officers, and such other officers as they may deem fit. All officers elected or appointed pursuant to this paragraph shall hold office at the pleasure of the Board of Directors.
The compensation of officers required by this Section 4.1 to be elected or appointed by the Board of Directors shall be fixed by the Board of Directors, provided that salaries of Vice Presidents may be fixed by any two of the officers mentioned in the following sentence. The compensation of other officers shall be fixed either by the Board of Directors or by any two of the Chairman of the Board, a Vice Chairman of the Board, the Chairman of the Executive Committee, the President, an Executive Vice President, and the officer in charge of personnel.
SECTION 4.2. Other Appointments. All other agents and employees of the Company shall be appointed, their duties prescribed and their compensation fixed, by the Chairman of the Board or the President, or any officer authorized to do so by either of them.
SECTION 4.3. Bonds. Any or all of the officers of employees of the Company may be required to give such bonds as the Board of Directors may determine.
SECTION 4.4. Chairman. The Chairman of the Board shall have general supervision of the policies and operations of the Company on behalf of the Board of Directors. He shall preside at meetings of the stockholders and at meetings of the Board of Directors, and, in the absence of the Chairman of the Executive Committee, at meetings of the Executive Committee. He shall have the power to sign checks, orders, contracts, leases, notes, drafts and other documents and instruments in connection with the business of the Company, and together with the Secretary or an Assistant Secretary conveyances of real estate and other documents and instruments to which the seal of the Company is affixed.
SECTION 4.5. President. The President of the Company shall participate in the supervision of the policies of the Company on behalf of the Board of Directors, shall be the chief executive officer of the Company and shall manage and administer the Company's operations. He shall perform all duties incident to the office of President, and, except as the Board of Directors or Executive Committee shall otherwise direct, in the event of the absence or disability of the Chairman of the Board shall act in his place and assume his duties. He shall have the same power to sign for the Company as is prescribed in these By-Laws for the Chairman of the Board. In the absence of the President, such officer as the Board of Directors or the Executive Committee or the Chairman of the Board may designate shall act in his stead.
SECTION 4.6. Vice Chairman. The Vice Chairman of the Board, of if there be more than one, then each of them, shall participate in the supervision of the policies and operations of the Company on behalf of the Board of Directors, and shall have such duties as shall be assigned to them by the Board of Directors, the Executive Committee and the Chairman of the Board. Each Vice Chairman shall have the same power to sign for the Company as is prescribed in these By-Laws for the Chairman of the Board.
SECTION 4.7. Chairman of Executive Committee. The Chairman of the Executive Committee shall preside at meetings of the Executive Committee and shall participate in the supervision of the policies and operations of the Company on behalf of the Board of Directors and shall have such other duties as shall be assigned to him by the Board of Directors, the Executive Committee and the Chairman of the Board. He shall have the same power to sign for the Company as is prescribed in these By-Laws for the Chairman of the Board.
SECTION 4.8. Vice President. Each Vice President shall have the duties and authority usually pertaining to such office and in addition such other duties as shall be assigned him by the Board of Directors, the Executive Committee, the Chairman of the Board, a Vice Chairman of the Board and the President. Unless otherwise ordered by the Board of Directors or the Executive Committee, each Vice President shall have the same power to sign for the Company as is prescribed in these By-Laws for the Chairman of the Board.
SECTION 4.9. Treasurer. The Treasurer shall have the supervision and care of all the funds and securities of the Company. He shall keep permanent records of the evidences of property or indebtedness and of all fiscal transactions of the Company. He shall perform all acts incident to the office of Treasurer.
SECTION 4.10. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and of all meetings of the stockholders; he shall attend to the giving and receiving of all notices of and to the Company; he may sign, with other authorized officers, all contracts, instruments or documents in the name of the Company and may affix or cause to be affixed thereto the seal of the Company, of which he shall be the custodian; and he shall in general perform all the duties incident to the office of Secretary.
SECTION 4.11. Comptroller. The Comptroller shall exercise general supervision over, and be responsible for, the operation of all matters pertaining to the accounting and bookkeeping of the Company and shall have such further duties as the Chairman of the Board or the President shall assign to him. He shall render to the Board of Directors, the Chairman of the Board and the President condensed monthly statements of the condition of the Company and of its operating results and shall prepare such cost control reports and such other statements and reports as the Chairman of the Board, a Vice Chairman of the Board or the President may request.
SECTION 4.l2. Auditor. The Auditor shall exercise general supervision over, and be responsible for, the operation of all matters pertaining to the auditing of the Company and shall have such further duties as the Chairman of the Board or the President shall assign to him. He shall render to the Board of Directors, the Chairman of the Board and the President such regular audit statements and reports as may be requested of him and such other reports as in his judgment are necessary in the performance of the duties incident to the office of Auditor.
SECTION 4.13. Assistant Treasurer. Any Assistant Treasurer shall perform such duties as may be designated by the President with the approval of the Board of Directors or the Chairman of the Board. In the absence or inability of the Treasurer to act, any Assistant Treasurer may perform all the duties and may exercise all the powers of the Treasurer.
SECTION 4.14. Assistant Secretary. Any Assistant Secretary shall perform such duties as may be designated by the President with the approval of the Board of Directors or the Chairman of the Board. In the absence or inability of the Secretary to act, any Assistant Secretary may perform all the duties and may exercise any of the powers of the Secretary.
SECTION 4.15. Delegation of Authority. All other officers Company shall have such titles and perform such duties as may be designated by the Chairman of the Board or the President or any officer authorized to do so by either of them.
SECTION 4.16. Instruments. All instruments executed by the Company as trustee, executor, administrator, registrar, transfer agent, depositary, agent or in any other fiduciary capacity, including agreements, indentures, mortgages, deeds, conveyances, satisfactions, releases, assignments, transfers, participation certificates, powers of attorney, proxies, petitions, proofs of claim and all other documents and writings in connection with any fiduciary capacity, may be executed by the Chairman of the Board, a Vice Chairman of the Board, the President, any Vice President, the Secretary, the Treasurer, any Assistant Vice President, or any other person thereunto authorized by the Board of Directors or the Executive Committee. Any officer or person authorized to execute any such instrument is also authorized to affix the seal of the Company thereto and to cause the same to be attested by the Secretary or an Assistant Secretary.
All authentications or certifications of the Company as trustee under any mortgage, deed of trust, indenture or agreement securing or providing for bonds, debentures or notes, and all certificates as registrar or transfer agent, and all checks as disbursing agent, and all certificates of deposit, interim certificates and trust receipts or certificates, may be executed either by any officer or person hereinabove mentioned or referred to in the first paragraph of this Section 4.16 or by an Assistant Secretary or an Assistant Treasurer.
The foregoing provisions of this Section 4.16 are in addition to and not in substitution for the manner of execution of any instrument elsewhere provided in these By-Laws.
SECTION 4.17. Miscellaneous. All checks, orders, contracts, advices and other instruments and documents shall be signed by the officers authorized in these By-Laws to do so or by such other officers or by such employees and agents other than officers as the Board of Directors or the Executive Committee shall authorize, and subject to such restrictions as the Board of Directors or Executive Committee shall prescribe. The Board of Directors or Executive Committee may delegate to one or more officers of the Company all or part of the authority to grant signing powers contained in this Section 4.17.
SECTION 4.18. Removal. Any officer of the Company may be removed at any time, with or without cause, by the Board of Directors or by the Chairman and the President.
ARTICLE V
Corporate Seal
SECTION 5.1. Corporate Seal. The Company shall have a seal which shall be in such form as the Board of Directors shall approve.
ARTICLE VI
Capital Stock
SECTION 6.1. Certificates of Stock. All certificates of stock shall be signed by the President or a Vice President, and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and shall bear the corporate seal. The signatures and the seal may be facsimile, engraved or printed, to the extent permitted by law.
SECTION 6.2. Transfers of Stock. No transfer of stock of the Company shall be Permitted except upon the surrender of the outstanding certificate of stock.
No new certificate shall be issued until the former certificate is cancelled, except that in the case of loss or destruction of a certificate, a new certificate may be issued upon such terms as the Board of Directors may prescribe.
SECTION 6.3. Record Date. The stock transfer books may be closed for such period and under such conditions as the Board of Directors may at any time determine; or in lieu thereof the Board of Directors may at any time fix a day as the day as of which stockholders entitled to notice of and to vote at any meeting shall be determined, and only stockholders of record at the close of business on such day shall be entitled to notice of or to vote at such meeting.
ARTICLE VII
Amendments
SECTION 7.1. Amendments. Except as may be otherwise provided by law, these By-Laws may be altered or repealed at any meeting of the Board of Directors, whether or not such alteration or repeal shall or may affect any By-Law which does or may be deemed to limit the powers of the Directors, provided notice of such meeting setting forth the substance of the proposed alteration or repeal shall have been mailed to each Director addressed to him at his usual residence or place of business at least three days before such meeting.
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
August 26, 1994
Securities and Exchange Commission,
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Florida Power Corporation and First Chicago Trust Company of New York, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State Authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefore.
Very truly yours,
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By:/s/ Steven M. Wagner
----------------------------
Steven M. Wagner
Vice President
|
EXHIBIT 7
A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
First Chicago Trust Company of New York
New York, New York 10005
Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for June 30, 1994
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount
outstanding of the last business day of the quarter.
Schedule RC--Balance Sheet
C200 <-
Dollar Amounts in Thousands MIL THOU -------
---------------------------- --------
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1) . . . . 954 1.a.
b. Interest-bearing balances(2). . 182,474 1.b.
2. Securities :
a. Held-to-maturity securities (from Schedule RC-B, column A). . -- 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D). -- 2.b.
3. Federal funds sold and securities purchased under agreements to
resell :
a. Federal Funds sold. . . -- 3.a.
b. Securities purchased under agreements to resell -- 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C). . . . 4.a.
b. LESS: Allowance for loan and lease losses . . . 4.b
c. LESS: Allocated transfer risk reserve . . . . . 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c). . . . . . -- 4.d.
5. Assets held in trading accounts . . . . . . . -- 5.
6. Premises and fixed assets (including capitalized leases). . 17,046 6.
7. Other real estate owned (from Schedule RC-M). -- 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M). . . -- 8.
9. Customers' liability to this bank on acceptances outstanding -- 9.
10.Intangible assets (from Schedule RC-M). . . . 9,049 10.
11.Other assets (from Schedule RC-F). . . . . . 49,068 11.
12.Total assets (sum of items 1 through 11). . . 258,591 12.
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, ) . 231,596 13.a.
(1) Noninterest-bearing(1). . . 231,596 13.a.(1)
(2) Interest-bearing. . -- 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(1) Noninterest-bearing
(2) Interest-bearing
14. Federal funds purchased and securities sold under agreements
to repurchase:
a. Federal funds purchased -- 14.a.
b. Securities sold under agreements to repurchase. -- 14.b.
15. a. Demand notes issued to the U.S. Treasury . -- 15.a.
b. Trading liabilities . . -- 15.b.
16. Other borrowed money
a. With original maturity of one year or less. . . -- 16.a.
b. With original maturity of more than one year. . -- 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases . . . -- 17.
18. Bank's liability on acceptance executed and outstanding . . -- 18.
19. Subordinated notes and debentures . . . . . . -- 19.
20. Other liabilities (from Schedule RC-G). . . . 11 ,507 20.
21. Total liabilities (sum of items 13 through 20). . . . . . . 243,103 21.
22. Limited-Life preferred stock and related surplus. . . . . . -- 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 23.
24. Common stock. . . . . 24.
25. Surplus (exclude all surplus related to preferred stock). . 25.
26. a. Undivided profits and capital reserves . . 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities . 26.b.
27. Cumulative foreign currency translation adjustments . 27.
28. Total equity capital (sum of items 23 through 27) . . 15,488 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28). . . . . . . 258,591 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the most
comprehensive level of auditing work performed for the bank by independent external
auditors as of any date during 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 2________________ M.1.
1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
_______________________
(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
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