Exhibit 4

This instrument was prepared
under the supervision of:
R. Alexander Glenn, Deputy General Counsel
Florida Power Corporation
d/b/a Progress Energy Florida, Inc.
299 First Avenue North
St. Petersburg, Florida 33701

 

 

FLORIDA POWER CORPORATION
d/b/a PROGRESS ENERGY FLORIDA, INC.

TO

JPMORGAN CHASE BANK, N.A.
(Resigning Trustee)

AND

THE BANK OF NEW YORK
(Successor Trustee)

FORTY-SEVENTH
SUPPLEMENTAL INDENTURE

Dated as of December 1, 2007

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

 

 

NOTE TO RECORDER: This document confirms a change in the trustee under the Indenture dated as of January 1, 1944, as supplemented and recorded in the various official records books and pages of the public records of the various counties in the State of Florida that are set forth on the schedules attached to this document as Exhibit A . Documentary stamp tax and intangibles tax were paid as required upon recordation of such Indenture and prior supplements, and this document does not increase or change the terms of the indebtedness secured thereby; accordingly, no new taxes are due in connection with this document.

TABLE OF CONTENTS*

		PAGE
RECITALS			1
ARTICLE I—Confirmation of Change of Trustee			5
ARTICLE II— Sundry Provisions			7
EXHIBITS :
Exhibit A — Recording Information			A-1
Exhibit B — Property Descriptions			B-1

RECITALS

SUPPLEMENTAL INDENTURE , dated as of the 1 ^st day of December 2007, made and entered into by and between FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC. , a corporation of the State of Florida (hereinafter sometimes called the “Company”), party of the first part, and JPMORGAN CHASE BANK, N.A. , a national banking association, whose address is 4 New York Plaza, New York, New York 10004 (hereinafter sometimes called the “Resigning Trustee”), and THE BANK OF NEW YORK , a New York banking corporation, whose post office address is 101 Barclay Street, New York, New York 10286 (hereinafter sometimes called the “Successor 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 forty-six 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 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 forty-six 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:

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 Forty-Sixth 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 , pursuant to the Forty-Second Supplemental Indenture, First Chicago Trust Company of New York resigned as trustee and Bank One, N.A. as appointed as the successor trustee, effective May 1, 2003; and on November 16, 2003, Bank One, N.A. sold all of its corporate trust business and assets and, in connection with such sale, JPMorgan Chase Bank became the successor trustee pursuant to Section 14.21 of the Original Indenture; and on November 13, 2004, Bank One, N.A. merged with JPMorgan Chase Bank and, in connection with such merger, JPMorgan Chase Bank became JPMorgan Chase Bank, N.A., a national banking association; and

WHEREAS , pursuant to a Purchase and Assumption Agreement, dated as of April 7, 2006, by and between The Bank of New York Company, Inc. and JPMorgan Chase & Co., the corporate trust business of the Resigning Trustee was sold to the Successor Trustee; and

WHEREAS, the parties hereto have executed an Agreement of Resignation, Appointment and Acceptance dated December 12, 2007 (the “Agreement”), pursuant to which, effective December 13, 2007, the Resigning Trustee will resign as Trustee under the Indenture (the “Trustee”), the Company will appoint the Successor Trustee to succeed the Resigning Trustee as Trustee, and the Successor Trustee will accept the appointment as Trustee; and

WHEREAS, the Company desires by this Supplemental Indenture to evidence the appointment of the Successor Trustee in place of the Resigning Trustee; 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 any duly authorized committee of the Board of Directors, including the First Mortgage Bond Indenture Committee of the Board of Directors) has duly resolved and determined to make, execute and deliver to the Resigning Trustee and Successor 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 the Company, the Resigning Trustee and the Successor Trustee, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of whereof is hereby acknowledged, agree as follows:

ARTICLE I

CONFIRMATION OF CHANGE OF TRUSTEE

Section 1. The Company, the Resigning Trustee and the Successor Trustee hereby confirm that the Resigning Trustee has resigned as 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 at December 13, 2007 at 12:00 A.M. New York City time. From and after that date, all references in the Indenture to the Trustee or the Trustees shall be deemed to refer to The Bank 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 101 Barclay Street, New York, New York 10286. The Successor Trustee shall maintain a principal office and place of business in the Borough of Manhattan, The City of New York currently located at the above address.

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, the Company 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 The Bank of New York (as successor Trustee under the Indenture), 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, including (but not limited to) all property which it has acquired subsequent to the date of execution of the Forty-Sixth Supplemental Indenture and situated in the State of Florida, 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 The Bank of New York (as successor Trustee under the Indenture), 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.

Without derogating from the security and priority presently afforded by the Indenture and by law for all of the bonds of the Company that have been, are being, and may in the future be, issued pursuant to the Indenture, for purposes of obtaining any additional benefits and security provided by Section 697.04 of the Florida Statutes, the following provisions of this paragraph shall be applicable. The Indenture also shall secure the payment of both principal and interest and premium, if any, on the bonds from time to time hereafter issued pursuant to the Indenture, according to their tenor and effect, and the performance and observance of all the provisions of the Indenture (including any indentures supplemental thereto and any modification or alteration thereof made as therein provided), whether the issuance of such bonds may be optional or mandatory, and for any purpose, within twenty (20) years from the date of this Supplemental Indenture. The total amount of indebtedness secured by the Indenture may decrease or increase from time to time, but the total unpaid balance so secured at any one time shall not exceed the maximum principal amount of $3,000,000,000, plus interest and premium, if any, as well as any disbursements made for the payment of taxes, levies or insurance on the property encumbered by the Indenture, with interest on those disbursements, plus any increase in the principal balance as the result of negative amortization or deferred interest. For purposes of Section 697.04 of the Florida Statutes, the Original Indenture, as well as all of the indentures supplemental thereto that have been executed prior to the date of this Supplemental Indenture, are incorporated herein by this reference with the same effect as if they had been set forth in full 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 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 . Neither the Resigning Trustee nor 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. Due to scriveners error, the Thirty-Ninth and Fortieth Supplemental Indentures to the Original Indenture erroneously indicated that the Thirty-Seventh Supplemental Indenture dated as of December 1, 1993 was recorded in Sumter County, Florida at Book 502, Page 157. The correct recording location is Book 502, Page 167.

Section 5. Although this Supplemental Indenture is dated for convenience and for purposes of reference as of December 1, 2007, the actual dates of execution by the Company and by the Trustee are as indicated by the respective acknowledgments hereto annexed.

      IN WITNESS WHEREOF, FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC. has caused this Supplemental Indenture to be signed in its name and on its behalf by its Executive Vice President, and its corporate seal to be hereunto affixed and attested by its Assistant Secretary, and JPMORGAN CHASE BANK, N.A. has caused this Supplemental Indenture to be signed and sealed in its name and on its behalf by a Vice President, and its corporate seal to be attested by a Vice President, and THE BANK OF NEW YORK has caused this Supplemental Indenture to be signed and sealed in its name and on its behalf by a Vice President, and its corporate seal to be attested by a Vice President, all as of the day and year first above written.

[Company’s Signature Page of Forty-Seventh Supplemental Indenture]

[Resigning Trustee Signature Page of Forty-Seventh Supplemental Indenture]

[Successor Trustee Signature Page of Forty-Seventh Supplemental Indenture]

STATE OF NORTH CAROLINA)
		SS:
COUNTY OF WAKE                    )

Before me, the undersigned, a notary public in and for the State of North Carolina and County of Wake, an officer duly authorized to take acknowledgments of deeds and other instruments, personally appeared Peter M. Scott III, Executive Vice President of FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC. , a corporation, the corporate party of the first part in and to the above written instrument, and also personally appeared before me Arlene S. Graves, Assistant 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 Executive Vice President and as such Assistant Secretary executed the above written instrument on behalf of said corporation; and he, the said Executive Vice President, acknowledged that as such Executive Vice President, he subscribed the said corporate name to said instrument on behalf and by authority of said corporation, and she, the said Assistant Secretary, acknowledged that she affixed the seal of said corporation to said instrument and 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 Executive 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 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 13th day of December, 2007 at Raleigh in the State and County aforesaid.

My commission expires: July 1, 2010

[NOTARIAL SEAL]

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 Francis J. Grippo, Vice President (the “Executing Vice President”) of JPMORGAN CHASE BANK, N.A. , a national banking association, the corporate party of the second part in and to the above written instrument, and also personally appeared before me Thomas J. Foley, Vice President (the “Attesting 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 Executing Vice President and as such Attesting Vice President executed the above written instrument on behalf of said corporation; and he, the said Executing Vice President, acknowledged that as such Executing 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 he, the said Attesting Vice President, acknowledged that he attested the same by subscribing his 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 Executing Vice President and Attesting Vice President, 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 13th day of December, 2007, at New York, New York, in the State and County aforesaid.

/s/ Linda D’Alessandro

My commission expires: August 30, 2008

[NOTARIAL SEAL]

Before me, the undersigned, a notary public in and for the State of New York and County of Queens, an officer duly authorized to take acknowledgments of deeds and other instruments, personally appeared L. O’Brien, Vice President (the “Executing Vice President”) of THE BANK 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 Francine Kincaid, Vice President (the “Attesting 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 Executing Vice President and as such Attesting Vice President executed the above written instrument on behalf of said corporation; and he, the said Executing Vice President, acknowledged that as such Executing 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 Attesting Vice President, acknowledged that she 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 Executing Vice President and Attesting Vice President, 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 13 ^th day of December, 2007, at New York, New York, in the State and County aforesaid.

/s/ Carlos R. Luciano

My commission expires: April 30, 2010

[NOTARIAL SEAL]