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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

 

 

Date of Report (Date of earliest event reported): November 21, 2019

 

 

 

DUKE ENERGY FLORIDA, LLC

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Florida 001-3274 59-0247770

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission

File Number)

(IRS Employer

Identification No.)

 

299 First Avenue North, St. Petersburg, Florida 33701

(Address of Principal Executive Offices, including Zip Code)

 

(704) 382-3853

(Registrant’s telephone number, including area code)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

¨ Emerging growth company

 

¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class: Trading Symbol(s): Name of each exchange on which registered:
     
  None  

 

 

 

 

 

 

Item 8.01. Other Events.

 

On November 26, 2019, Duke Energy Florida, LLC (the “Company”) consummated the issuance and sale of the securities described below pursuant to an underwriting agreement, dated November 21, 2019 (the “Mortgage Bonds Underwriting Agreement”), with BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (the “Mortgage Bonds Underwriters”), pursuant to which the Company agreed to issue and sell to the Mortgage Bonds Underwriters $700,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 2.50% Series due 2029 (the “Mortgage Bonds”). The Mortgage Bonds were sold to the Mortgage Bonds Underwriters at a discount to their principal amount. The Mortgage Bonds were issued under the Indenture, dated as of January 1, 1944, as amended and supplemented from time to time, including by the Fifty-Sixth Supplemental Indenture, dated as of November 1, 2019 (the “Fifty-Sixth Supplemental Indenture”), each between the Company and The Bank of New York Mellon, as successor Trustee, relating to the Mortgage Bonds (collectively, the “Mortgage”).

 

The foregoing disclosure is qualified in its entirety by the provisions of the Mortgage, the Fifty-Sixth Supplemental Indenture, together with the form of global bond evidencing the Mortgage Bond included therein, which is filed as Exhibit 4.1 hereto, and the Mortgage Bonds Underwriting Agreement, which is filed as Exhibit 99.1 hereto. Such exhibits are incorporated herein by reference. Also, in connection with the issuance and sale of the Mortgage Bonds, the Company is filing a legal opinion regarding the validity of the Mortgage Bonds as Exhibit 5.1 to this Current Report on Form 8-K for the purpose of incorporating the opinion into the Company’s Registration Statement on Form S-3 (No. 333-233896-05).

 

On November 26, 2019, the Company also consummated the issuance and sale of the securities described below pursuant to an underwriting agreement, dated November 21, 2019 (the “Notes Underwriting Agreement”), with PNC Capital Markets LLC, CastleOak Securities, L.P., Great Pacific Securities, Samuel A. Ramirez & Company, Inc., C.L. King & Associates, Inc. and Drexel Hamilton, LLC, as representatives of the several underwriters named therein (the “Notes Underwriters”), pursuant to which the Company agreed to issue and sell to the Notes Underwriters $200,000,000 aggregate principal amount of the Company’s Series A Floating Rate Senior Notes due 2021 (the “Notes”). The Notes were sold to the Notes Underwriters at par. The Notes were issued under the Indenture (For Debt Securities), dated as of December 7, 2005, as supplemented from time to time, including by the Second Supplemental Indenture, dated as of November 26, 2019 (the “Second Supplemental Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor Trustee and Calculation Agent, relating to the Notes (collectively, the “Indenture”).

 

The foregoing disclosure is qualified in its entirety by the provisions of the Indenture, the Second Supplemental Indenture, together with the form of global note evidencing the Note included therein, which is filed as Exhibit 4.2 hereto, and the Notes Underwriting Agreement, which is filed as Exhibit 99.2 hereto. Such exhibits are incorporated herein by reference. Also, in connection with the issuance and sale of the Notes, the Company is filing a legal opinion regarding the validity of the Notes as Exhibit 5.1 to this Current Report on Form 8-K for the purpose of incorporating the opinion into the Company’s Registration Statement on Form S-3 (No. 333-233896-05).

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit   Description
Exhibit 4.1   Fifty-Sixth Supplemental Indenture, dated as of November 1, 2019, between the Company and The Bank of New York Mellon, as successor Trustee
     
Exhibit 4.2   Second Supplemental Indenture, dated as of November 26, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor Trustee and Calculation Agent
     
Exhibit 5.1   Opinion regarding validity of the Mortgage Bonds and the Notes
     
Exhibit 23.1   Consent (included as part of Exhibit 5.1)
     
Exhibit 99.1   Underwriting Agreement, dated November  21, 2019, among the Company and BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein
     
Exhibit 99.2   Underwriting Agreement, dated November  21, 2019, among the Company and PNC Capital Markets LLC, CastleOak Securities, L.P., Great Pacific Securities, Samuel A. Ramirez & Company, Inc., C.L. King & Associates, Inc. and Drexel Hamilton, LLC, as representatives of the several underwriters named therein
     
Exhibit 104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within Inline XBRL document.

 

  2  

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  DUKE ENERGY FLORIDA, LLC
   
Date: November 26, 2019 By: /s/ Robert T. Lucas III, Esq.
    Name: Robert T. Lucas III, Esq.
    Title: Assistant Secretary  

 

  3  

 

 

Exhibit 4.1

 

This instrument was prepared

under the supervision of:

Dianne M. Triplett, Deputy General Counsel

Duke Energy Business Services LLC

550 S. Tryon Street

Charlotte, North Carolina 28202

  

 

DUKE ENERGY FLORIDA, LLC

 

TO

 

THE BANK OF NEW YORK MELLON, TRUSTEE

 

 

FIFTY-SIXTH

SUPPLEMENTAL INDENTURE

 

Dated as of November 1, 2019 

 

 

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:   Nonrecurring Intangible Taxes and Documentary Stamp Taxes have been collected by the Pinellas County Circuit Court Clerk. With respect to the Nonrecurring Intangible Taxes due, the Intangible Tax Base was calculated in compliance with Subsections (1) and (2) of Section 199.133 of the Florida Statutes and is $57,470,000.

 

 

 

 

TABLE OF CONTENTS*

 

  Page
RECITALS 1
Granting Language 4
ARTICLE I  
THE NEW SERIES BONDS 6
A. CREATION OF FIRST MORTGAGE BONDS, 2.50% SERIES DUE 2029 6
B. FORM OF THE NEW SERIES BONDS 10
C. INTEREST ON THE NEW SERIES BONDS 16
ARTICLE II 17
ADDITIONAL COVENANTS 17
ARTICLE III  
SUNDRY PROVISIONS 18

 

EXHIBIT:

 

Exhibit A—Recording Information A-1

 

* 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.

 

  i  

 

 

RECITALS

 

SUPPLEMENTAL INDENTURE, dated as of the 1st day of November 2019, made and entered into by and between DUKE ENERGY FLORIDA, LLC, a limited liability company of the State of Florida (hereinafter sometimes called the “Company”), party of the first part, and THE BANK OF NEW YORK MELLON (formerly known of record as The Bank of New York), a New York banking corporation, whose post office address is 240 Greenwich Street, New York, New York 10286, as successor trustee (hereinafter sometimes called the “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 and on the dates listed on Exhibit A hereto, 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 fifty-five 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 fifty-five indentures supplemental to the Original Indenture (together with this Supplemental 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
July 1, 1946
$4,000,000 First Mortgage Bonds, 2 7/8% Series due 1974
Second
November 1, 1948
$8,500,000 First Mortgage Bonds, 3 1/4% Series due 1978
Third
July 1, 1951
$14,000,000 First Mortgage Bonds, 3 3/8% Series due 1981
Fourth
November 1, 1952
$15,000,000 First Mortgage Bonds, 3 3/8% Series due 1982
Fifth
November 1, 1953
$10,000,000 First Mortgage Bonds, 3 5/8% Series due 1983
Sixth
July 1, 1954
$12,000,000 First Mortgage Bonds, 3 1/8% Series due 1984
Seventh
July 1, 1956
$20,000,000 First Mortgage Bonds, 3 7/8% Series due 1986, and amendment of certain provisions of the Original Indenture
Eighth
July 1, 1958
$25,000,000 First Mortgage Bonds, 4 1/8% Series due 1988, and amendment of certain provisions of the Original Indenture
Ninth
October 1, 1960
$25,000,000 First Mortgage Bonds, 4 3/4% Series due 1990
Tenth
May 1, 1962
$25,000,000 First Mortgage Bonds, 4 1/4% Series due 1992
Eleventh
April 1, 1965
$30,000,000 First Mortgage Bonds, 4 5/8% Series due 1995
Twelfth
November 1, 1965
$25,000,000 First Mortgage Bonds, 4 7/8% Series due 1995

 

  1  

 

 

 

Supplemental Indenture
and Date
Providing for:
Thirteenth
August 1, 1967
$25,000,000 First Mortgage Bonds, 6 1/8% Series due 1997
Fourteenth
November 1, 1968
$30,000,000 First Mortgage Bonds, 7% Series due 1998
Fifteenth
August 1, 1969
$35,000,000 First Mortgage Bonds, 7 7/8% Series due 1999
Sixteenth
February 1, 1970
Amendment of certain provisions of the Original Indenture
Seventeenth
November 1, 1970
$40,000,000 First Mortgage Bonds, 9% Series due 2000
Eighteenth
October 1, 1971
$50,000,000 First Mortgage Bonds, 7 3/4% Series due 2001
Nineteenth
June 1, 1972
$50,000,000 First Mortgage Bonds, 7 3/8% Series due 2002
Twentieth
November 1, 1972
$50,000,000 First Mortgage Bonds, 7 1/4% Series A due 2002
Twenty-First
June 1, 1973
$60,000,000 First Mortgage Bonds, 7 3/4% Series due 2003
Twenty-Second
December 1, 1973
$70,000,000 First Mortgage Bonds, 8% Series A due 2003
Twenty-Third
October 1, 1976
$80,000,000 First Mortgage Bonds, 8 3/4% Series due 2006
Twenty-Fourth
April 1, 1979
$40,000,000 First Mortgage Bonds, 6 3/4-6 7/8% Series due 2004-2009
Twenty-Fifth
April 1, 1980
$100,000,000 First Mortgage Bonds, 13 5/8% Series due 1987
Twenty-Sixth
November 1, 1980
$100,000,000 First Mortgage Bonds, 13.30% Series A due 1990
Twenty-Seventh
November 15, 1980
$38,000,000 First Mortgage Bonds, 10-10 1/4% Series due 2000-2010
Twenty-Eighth
May 1, 1981
$50,000,000 First Mortgage Bonds, 9 1/4% Series A due 1984
Twenty-Ninth
September 1, 1982
Amendment of certain provisions of the Original Indenture
Thirtieth
October 1, 1982
$100,000,000 First Mortgage Bonds, 13 1/8% Series due 2012
Thirty-First
November 1, 1991
$150,000,000 First Mortgage Bonds, 8 5/8% Series due 2021
Thirty-Second
December 1, 1992
$150,000,000 First Mortgage Bonds, 8% Series due 2022
Thirty-Third
December 1, 1992
$75,000,000 First Mortgage Bonds, 6 1/2% Series due 1999
Thirty-Fourth
February 1, 1993
$80,000,000 First Mortgage Bonds, 6-7/8% Series due 2008
Thirty-Fifth
March 1, 1993
$70,000,000 First Mortgage Bonds, 6-1/8% Series due 2003
Thirty-Sixth
July 1, 1993
$110,000,000 First Mortgage Bonds, 6% Series due 2003
Thirty-Seventh
December 1, 1993
$100,000,000 First Mortgage Bonds, 7% Series due 2023
Thirty-Eighth
July 25, 1994
Appointment of First Chicago Trust Company of New York as successor Trustee and resignation of former Trustee and Co-Trustee
Thirty-Ninth
July 1, 2001
$300,000,000 First Mortgage Bonds, 6.650% Series due 2011

 

  2  

 

 

 

 

Supplemental Indenture
and Date
Providing for:
Fortieth
July 1, 2002
$240,865,000 First Mortgage Bonds in three series as follows: (i) $108,550,000 Pollution Control Series 2002A Bonds due 2027; (ii) $100,115,000 Pollution Control Series 2002B Bonds due 2022; and (iii) $32,200,000 Pollution Control Series 2002C Bonds due 2018; and reservation of amendment of certain provisions of the Original Indenture
Forty-First
February 1, 2003
$650,000,000 First Mortgage Bonds in two series as follows: (i) $425,000,000 4.80% Series due 2013 and (ii) $225,000,000 5.90% Series due 2033; and reservation of amendment of certain provisions of the Original Indenture
Forty-Second
April 1, 2003
Amendment of certain provisions of the Original Indenture; appointment of Bank One, N.A. as successor Trustee and resignation of former Trustee; and reservation of amendment of certain provisions of the Original Indenture
Forty-Third
November 1, 2003
$300,000,000 First Mortgage Bonds, 5.10% Series due 2015; and reservation of amendment of certain provisions of the Original Indenture
Forty-Fourth
August 1, 2004
Amendment of certain provisions of the Original Indenture
Forty-Fifth
May 1, 2005
$300,000,000 First Mortgage Bonds, 4.50% Series due 2010
Forty-Sixth
September 1, 2007
$750,000,000 First Mortgage Bonds in two series as follows: (i) $250,000,000 5.80% Series due 2017 and (ii) $500,000,000 6.35% Series due 2037
Forty-Seventh
December 1, 2007
Appointment of The Bank of New York Mellon as successor Trustee and resignation of former Trustee
Forty-Eighth
June 1, 2008
$1,500,000,000 First Mortgage Bonds in two series as follows: (i) $500,000,000 5.65% Series due 2018 and (ii) $1,000,000,000 6.40% Series due 2038
Forty-Ninth
March 1, 2010
$600,000,000 First Mortgage Bonds in two series as follows: (i) $250,000,000 4.55% Series due 2020 and (ii) $350,000,000 5.65% Series due 2040
Fiftieth
August 1, 2011
$300,000,000 First Mortgage Bonds, 3.10% Series due 2021

Fifty-First
November 1, 2012

$650,000,000 First Mortgage Bonds in two series as follows: (i) $250,000,000 0.65% Series due 2015 and (ii) $400,000,000 3.85% Series due 2042
Fifty-Second
August 1, 2015
Amendment of certain provisions of the Original Indenture
Fifty-Third
September 1, 2016
$600,000,000 First Mortgage Bonds, 3.40% Series due 2046

Fifty-Fourth
January 1, 2017

$900,000,000 First Mortgage Bonds in two series as follows: (i) $250,000,000 1.85% Series due 2020 and (ii) $650,000,000 3.20% Series due 2027
   

Fifty-Fifth
June 1, 2018

$1,000,000,000 First Mortgage Bonds in two series as follows: (i) $600,000,000 3.80% Series due 2028 and (ii) $400,000,000 4.20% Series due 2048

 

WHEREAS, such 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, the Company converted its form of organization effective August 1, 2015 from a Florida corporation to a Florida limited liability company named “Duke Energy Florida, LLC,” and evidence of such conversion was recorded in all counties in the State of Florida in which this Supplemental Indenture is to be recorded; and

 

  3  

 

 

WHEREAS, subsequent to the date of the execution and delivery of the Fifty-Fifth 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-Seventh Supplemental Indenture, JPMorgan Chase Bank, N.A., resigned as Trustee and The Bank of New York Mellon was appointed as the successor Trustee, effective December 13, 2007; and

 

WHEREAS, The Bank of New York Mellon is eligible and qualified to serve as Trustee under the Indenture; and

 

WHEREAS, the Company desires by this Supplemental Indenture to create a new series of bonds to be designated as First Mortgage Bonds, 2.50% Series due 2029 (the “ 2029 Bonds” or 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 Seven Hundred Million Dollars ($700,000,000) aggregate principal amount of New Series Bonds pursuant to Section 4.03 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 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 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, 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 The Bank of New York Mellon, 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, including (but not limited to) all property which it has acquired subsequent to the date of execution of the Fifty-Fifth Supplemental Indenture and situated in the State of Florida (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.

 

  4  

 

 

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 Mellon, as 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.

 

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 $10,000,000,000, 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.

 

  5  

 

 

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

 

A. CREATION OF FIRST MORTGAGE BONDS, 2.50% SERIES DUE 2029

 

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, 2.50% Series due 2029.” The initial issue of the 2029 Bonds shall consist of Seven Hundred Million Dollars ($700,000,000) principal amount thereof. Subject to the terms of the Indenture, the principal amount of the 2029 Bonds is unlimited. The Company may, at its option in the future, issue additional 2029 Bonds.

 

The 2029 Bonds shall be issued only as registered bonds without coupons in the denomination of Two Thousand Dollars ($2,000) and any integral multiple of One Thousand Dollars ($1,000) above that amount.

 

Section 2. (a) The 2029 Bonds shall be issued in registered form without coupons and shall be issued initially in the form of one or more Global Bonds (each such Global Bond, a “2029 Global Bond”) to or on behalf of The Depository Trust Company (“DTC”), as depositary therefor (in such capacity, the “Depositary”), and registered in the name of such Depositary or its nominee. Any 2029 Bonds to be issued or transferred to, or to be held by or on behalf of DTC as such Depositary or such nominee (or any successor of such nominee) for such purpose shall bear the depositary legends in substantially the form set forth at the top of the form of the 2029 Bonds in Section B of this Article I, unless otherwise agreed by the Company, and in the case of a successor Depositary, such legend or legends as such Depositary and/or the Company shall require and to which each shall agree, in each case such agreement to be confirmed in writing to the Trustee. Principal of, and interest on, the 2029 Bonds and the 2029 Bonds Redemption Price (as defined below), if applicable, will be payable, the transfer of the 2029 Bonds will be registrable and the 2029 Bonds will be exchangeable for the 2029 Bonds bearing identical terms and provisions, at the office or agency of the Company in the Borough of Manhattan, The City and State of New York; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holders thereof at their registered address; and further provided, however, that with respect to a 2029 Global Bond, the Company may make payments of principal of, and interest on, the 2029 Global Bond and the 2029 Bonds Redemption Price, if applicable, and interest on such 2029 Global Bond pursuant to and in accordance with such arrangements as are agreed upon by the Company and the Depositary for such 2029 Global Bond. The 2029 Bonds shall have the terms set forth in the form of the New Series Bond set forth in Section C of this Article I.

 

(b)                Notwithstanding any other provision of this Subsection A.2 of this Article I or of Section 2.03 of the Original Indenture, except as contemplated by the provisions of paragraph (c) below, a 2029 Global Bond may be transferred, in whole but not in part and in the manner provided in Section 2.03 of the Original Indenture, only to a nominee of the Depositary for such 2029 Global Bond, or to the Depositary, or to a successor Depositary for such 2029 Global Bond selected or approved by the Company, or to a nominee of such successor Depositary.

 

(c)                 (1) If at any time the Depositary for a 2029 Global Bond notifies the Company that it is unwilling or unable to continue as the Depositary for such 2029 Global Bond or if at any time the Depositary for a 2029 Global Bond ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary, the Company shall appoint a successor Depositary with respect to such 2029 Global Bond. If a successor Depositary for such 2029 Global Bond is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such cessation, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of 2029 Bonds in the form of definitive certificates in exchange for such 2029 Global Bond, will authenticate and deliver, without service charge, 2029 Bonds in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the 2029 Global Bond in exchange for such 2029 Global Bond. Such 2029 Bonds will be issued to and registered in the name of such person or persons as are specified by the Depositary.

 

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(2)                The Company may at any time and in its sole discretion (subject to the procedures of the Depositary) determine that any 2029 Bonds issued or issuable in the form of one or more 2029 Global Bonds shall no longer be represented by such 2029 Global Bond or Bonds. In any such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of 2029 Bonds in the form of definitive certificates in exchange in whole or in part for such 2029 Global Bond or Bonds, will authenticate and deliver, without service charge, to each person specified by the Depositary, 2029 Bonds in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such 2029 Global Bond or the aggregate principal amount of such 2029 Global Bonds in exchange for such 2029 Global Bond or Bonds.

 

(3)                If at any time a completed default has occurred and is continuing with respect to the 2029 Bonds and beneficial owners of a majority in aggregate principal amount of the 2029 Bonds represented by 2029 Global Bonds advise the Depositary to cease acting as the Depositary, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of 2029 Bonds in the form of definitive certificates in exchange for such 2029 Global Bond, will authenticate and deliver, without service charge, 2029 Bonds in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the 2029 Global Bond in exchange for such 2029 Global Bond. Such 2029 Bonds will be issued to and registered in the name of such person or persons as are specified by the Depositary.

 

(4)                In any exchange provided for in any of the preceding three subparagraphs, the Company shall execute and the Trustee shall authenticate and deliver 2029 Bonds in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a 2029 Global Bond for 2029 Bonds in the form of definitive certificates, such 2029 Global Bond shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, 2029 Bonds issued in exchange for a 2029 Global Bond pursuant to Subsection A.2 of this Article I shall be registered in such names and in such authorized denominations as the Depositary for such 2029 Global Bond, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such 2029 Bonds to the persons in whose names the 2029 Bonds are so to be registered.

 

(5)                Any endorsement of a 2029 Global Bond to reflect the principal amount thereof, or any increase or decrease in such principal amount, shall be made in such manner and by such person or persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such 2029 Global Bond or in the Company order delivered or to be delivered pursuant to Section 4.07 of the Original Indenture with respect thereto. Subject to the provisions of Section 4.07 of the Original Indenture, the Trustee shall deliver and redeliver any such 2029 Global Bond in the manner and upon instructions given by the person or persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such 2029 Global Bond or in any applicable Company order. If a Company order pursuant to Section 4.07 of the Original Indenture is so delivered, any instructions by the Company with respect to such 2029 Global Bond contained therein shall be in writing but need not be accompanied by or contained in an officers’ certificate and need not be accompanied by an opinion of counsel.

 

(6)                The Depositary or, if there be one, its nominee, shall be the holder of a 2029 Global Bond for all purposes under the Indenture and the 2029 Bonds and beneficial owners with respect to such 2029 Global Bond shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee and any bond registrar shall be entitled to deal with such Depositary for all purposes of the Indenture relating to such 2029 Global Bond (including the payment of principal, the 2029 Bonds Redemption Price, if applicable, and interest and the giving of instructions or directions by or to the beneficial owners of such 2029 Global Bond as the sole holder of such 2029 Global Bond and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary)). None of the Company, the Trustee, any paying agent or bond registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a beneficial owner in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such 2029 Global Bond or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

 

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Section 3. (a)    November 26, 2019, shall be the date of the beginning of the first interest period for the 2029 Bonds. The first Interest Payment Date (as defined below) shall be June 1, 2020. The 2029 Bonds shall be dated as provided in Section 2.01 of the Original Indenture. The 2029 Bonds shall be payable on December 1, 2029 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 2.50% per annum, payable semi-annually on June 1 and December 1 of each year (each an “Interest Payment Date”) to the person(s) in whose name(s) the 2029 Bonds are registered at the close of business on the record date for the applicable Interest Payment Date, which will be (i) the close of business on the business day immediately preceding such Interest Payment Date so long as all of the 2029 Bonds remain in book-entry only form or (ii) the tenth calendar day immediately preceding such Interest Payment Date if any of the 2029 Bonds do not remain in book-entry only form (each a “Regular Record Date”), in each case, 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 2029 Bonds and the 2029 Bonds Redemption Price, if applicable, 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. If a due date for the payment of interest, principal or the 2029 Bonds Redemption Price, if applicable, falls on a day that is not a business day, then the payment will be made on the next succeeding business day, and no interest will accrue on the amounts payable for the period from and after the original due date and until the next business day. The term “business day” means any day other than a Saturday or Sunday or day on which banking institutions in The City of New York are required or authorized to close.

 

(b)       At any time before September 1, 2029 (the “2029 Par Call Date”), the 2029 Bonds shall be redeemable, in whole or in part and from time to time, at the option of the Company, on any date (a “Redemption Date”), at a redemption price (the “2029 Bonds Make-Whole Redemption Price”) equal to the greater of (i) 100% of the principal amount of the 2029 Bonds being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2029 Bonds being redeemed that would be due if the 2029 Bonds matured on the 2029 Par Call Date (exclusive of interest accrued to such Redemption Date), discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, such Redemption Date.

 

At any time on or after the 2029 Par Call Date, the 2029 Bonds shall be redeemable, in whole or in part and from time to time, at the option of the Company, at a redemption price (together with any 2029 Bonds Make-Whole Redemption Price, each a “2029 Bonds Redemption Price”) equal to 100% of the principal amount of the 2029 Bonds being redeemed plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, such Redemption Date.

 

For purposes of this Section 3(b), the following terms have the following meanings:

 

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the 2029 Bonds to be redeemed (assuming, for this purpose, that the 2029 Bonds matured on the 2029 Par Call Date), that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2029 Bonds.

 

“Comparable Treasury Price” means, with respect to any Redemption Date for the 2029 Bonds, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four of such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations as determined by the Company.

 

“Quotation Agent” means a Reference Treasury Dealer appointed by the Company.

 

“Reference Treasury Dealer” means each of (i) BNP Paribas Securities Corp., RBC Capital Markets, LLC and TD Securities (USA) LLC and (ii) a Primary Treasury Dealer (as defined below) selected by each of MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and U.S. Bancorp Investments, Inc., or their respective affiliates or successors, each of which is a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”); provided, however, that if any of the foregoing or their affiliates or successors shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.

 

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“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date for the 2029 Bonds, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such Redemption Date.

 

“Treasury Rate” means, with respect to any Redemption Date for the 2029 Bonds, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated by the Company on the third business day preceding the Redemption Date.

 

So long as the 2029 Bonds are registered in the name of DTC, its nominee or a successor depositary, if the Company elects to redeem less than all of the 2029 Bonds, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in the 2029 Bonds to be redeemed. At all other times, the Trustee shall draw by lot, in such manner as it deems appropriate, the particular 2029 Bonds, or portions of them, to be redeemed.

 

Notwithstanding the provisions of Article VIII of the Original Indenture, any notice of redemption pursuant to this Section 3(b) hereof may state that the redemption will be conditional upon the Trustee receiving sufficient funds to pay the principal, premium, if any, and interest on the 2029 Bonds to be redeemed on the Redemption Date and that if the Trustee does not receive such funds, the redemption notice will not apply, and the Company will not be required to redeem such 2029 Bonds. In the event of any such redemption, the Company will notify the Trustee of its election at least 15 days prior to the Redemption Date. The Company will provide the Trustee a reasonably detailed computation of the 2029 Bonds Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).

 

Any notice of redemption pursuant to this Section 3(b) hereof shall be delivered or given by mail not less than 10 nor more than 90 days prior to the Redemption Date to the holders of the 2029 Bonds to be redeemed (which, as long as the 2029 Bonds are held in the book-entry only system, will be the Depositary, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the 2029 Bonds so called for redemption.

 

(c)       The 2029 Bonds shall also be redeemable, as a whole but not in part, at the 2029 Bonds Make-Whole Redemption Price in the event that (i) 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 (ii) 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.

 

In the event of any redemption pursuant to this Section 3(c) hereof, the Company has agreed that before any such Redemption Date, the Company will deposit with the Trustee a sum of money equal to the 2029 Bonds Make-Whole Redemption Price.

 

Any notice of redemption pursuant to this Section 3(c) hereof shall be delivered or given by mail not less than 30 nor more than 90 days prior to the Redemption Date to the holders of 2029 Bonds to be redeemed (which, as long as the 2029 Bonds are held in the book-entry only system, will be the Depositary, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the 2029 Bonds so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the 2029 Bonds Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).

 

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(d)       The 2029 Bonds of the several denominations are exchangeable for a like aggregate principal amount of other 2029 Bonds of other authorized denominations. Notwithstanding the provisions of Section 2.03 of the Original Indenture, for any exchange of the 2029 Bonds for other 2029 Bonds of different authorized denominations, or for any transfer of 2029 Bonds, the Company may require the payment of a sum sufficient to reimburse it for any tax or other governmental charge incident thereto only. The 2029 Bonds may be presented for transfer or exchange at the corporate trust office of the Trustee in New York, New York.

 

B. FORM OF THE NEW SERIES BONDS

 

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 THE NEW SERIES BONDS]

 

[Insert applicable depositary legend or legends, which initially shall be the following:

 

THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO DUKE ENERGY FLORIDA, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

THIS FIRST MORTGAGE BOND, 2.50% SERIES DUE 2029 MAY, UNDER CONDITIONS PROVIDED IN THE INDENTURE, BE EXCHANGED FOR FIRST MORTGAGE BONDS, 2.50% SERIES DUE 2029 IN THE FORM OF DEFINITIVE CERTIFICATES OF LIKE TENOR AND OF AN EQUAL AGGREGATE PRINCIPAL AMOUNT, IN AUTHORIZED DENOMINATIONS, REGISTERED IN THE NAMES OF SUCH PERSONS AS THE DEPOSITARY SHALL INSTRUCT THE TRUSTEE. ANY SUCH EXCHANGE SHALL BE MADE UPON RECEIPT BY THE TRUSTEE OF AN OFFICERS’ CERTIFICATE THEREFOR AND A WRITTEN INSTRUCTION FROM THE DEPOSITARY SETTING FORTH THE NAME OR NAMES IN WHICH THE TRUSTEE IS TO REGISTER SUCH FIRST MORTGAGE BONDS, 2.50% SERIES DUE 2029 IN THE FORM OF DEFINITIVE CERTIFICATES.]

 

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REGISTERED BOND CUSIP No.

 

 

DUKE ENERGY FLORIDA, LLC

(Organized under the laws of the State of Florida)

 

FIRST MORTGAGE BOND,
2.50% SERIES DUE 2029

DUE DECEMBER 1, 2029

 

No. $

 

DUKE ENERGY FLORIDA, LLC, a limited liability company of the State of Florida (hereinafter called the Company), for value received, hereby promises to pay to                    or registered assigns, on December 1, 2029 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, semi-annually on June 1 and December 1 of each year, commencing June 1, 2020, to the person in whose name this bond is registered at the close of business on the record date for the applicable interest payment date, which will be (i) the close of business on the business day immediately preceding such interest payment date so long as all of the Bonds of this Series (as hereinafter defined) remain in book-entry only form or (ii) the tenth calendar day immediately preceding such interest payment date if any of the Bonds of this Series do not remain in book-entry only form, in each case, subject to certain exceptions provided in the Mortgage hereinafter mentioned), at the rate of 2.50% 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. If a due date for the payment of interest, principal, or the Redemption Price, if applicable, falls on a day that is not a business day, then the payment will be made on the next succeeding business day, and no interest will accrue on the amounts payable for the period from and after the original due date and until the next business day. The term “business day” means any day other than a Saturday or Sunday or day on which banking institutions in The City of New York are required or authorized to close.

 

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 The Bank of New York Mellon, or its successor as Trustee under the Mortgage, shall have signed the certificate of authentication endorsed hereon.

 

IN WITNESS WHEREOF, DUKE ENERGY FLORIDA, LLC has caused this bond to be signed in its name by its President or one of its Vice Presidents by his signature or a facsimile thereof, and its company 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: November             , 2019

 

  DUKE ENERGY FLORIDA, LLC

 

  By:  
  Name:
  Title:

 

[SEAL]

 

Attest:

 

 

Name:  
Title:  

 

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TRUSTEE’S AUTHENTICATION CERTIFICATE

 

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.

 

  THE BANK OF NEW YORK MELLON

 

  By:  
  Name:
  Title:

 

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[TEXT APPEARING ON REVERSE SIDE OF BOND]

 

DUKE ENERGY FLORIDA, LLC

 

FIRST MORTGAGE BOND
2.50% SERIES DUE 2029
DUE DECEMBER 1, 2029

 

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, 2.50% Series due 2029 (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 (the “Original Indenture” and herein, together with all indentures supplemental thereto including the Fifty-Sixth Supplemental Indenture dated as of November 1, 2019 (the “Fifty- Sixth Supplemental Indenture”) between the Company and The Bank of New York Mellon, 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 all 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 all 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 Two Thousand Dollars ($2,000) and any integral multiple of One Thousand Dollars ($1,000) above that amount 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 Fifty-Sixth 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.

 

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Optional Redemption

 

At any time before September 1, 2029 (the “Par Call Date”), the Bonds of this Series shall be redeemable, in whole or in part and from time to time, at the option of the Company, on any date (a “Redemption Date”), at a redemption price (the “Make-Whole Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Bonds of this Series being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Bonds of this series being redeemed that would be due if the Bonds of this series matured on the Par Call Date (exclusive of interest accrued to such Redemption Date), discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, such Redemption Date.

 

At any time on or after the Par Call Date, the Bonds of this Series shall be redeemable, in whole or in part and from time to time, at the option of the Company, at a redemption price (together with any Make-Whole Redemption Price, each a “Redemption Price”) equal to 100% of the principal amount of the Bonds of this Series being redeemed plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, such Redemption Date.

 

For purposes of the second immediately preceding paragraph, the following terms have the following meanings:

 

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Bonds of this Series to be redeemed (assuming, for this purpose, that the Bond of this series matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Bonds of this Series.

 

“Comparable Treasury Price” means, with respect to any Redemption Date for the Bonds of this Series, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four of such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations as determined by the Company.

 

“Quotation Agent” means a Reference Treasury Dealer appointed by the Company.

 

“Reference Treasury Dealer” means each of (i) BNP Paribas Securities Corp., RBC Capital Markets, LLC and TD Securities (USA) LLC and (ii) a Primary Treasury Dealer (as defined below) selected by each of MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and U.S. Bancorp Investments, Inc., or their respective affiliates or successors, each of which is a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”); provided, however, that if any of the foregoing or their affiliates or successors shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.

 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date for the Bonds of this Series, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such Redemption Date.

 

  14  

 

 

“Treasury Rate” means, with respect to any Redemption Date for the Bonds of this Series, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated by the Company on the third business day preceding the Redemption Date.

 

So long as the Bonds of this Series are registered in the name of DTC, its nominee or a successor depositary, if the Company elects to redeem less than all of the Bonds of this Series, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in the Bonds of this Series to be redeemed. At all other times, the Trustee shall draw by lot, in such manner as it deems appropriate, the particular Bonds of this Series, or portions of them, to be redeemed.

 

Notwithstanding the provisions of Article VIII of the Original Indenture, any notice of redemption as described under “Optional Redemption” may state that the redemption will be conditional upon the Trustee receiving sufficient funds to pay the principal, premium, if any, and interest on the Bonds of this Series to be redeemed on the Redemption Date and that if the Trustee does not receive such funds, the redemption notice will not apply, and the Company will not be required to redeem such Bonds of this Series. In the event of any such redemption, the Company will notify the Trustee of its election at least 15 days prior to the Redemption Date. The Company will provide the Trustee a reasonably detailed computation of the Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).

 

Any notice of redemption as described under “Optional Redemption” shall be delivered or given by mail not less than 10 nor more than 90 days prior to the Redemption Date to the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the Bonds of this Series so called for redemption.

 

Special Optional Redemption

 

The Bonds of this Series shall also be redeemable, as a whole but not in part, at the Make-Whole Redemption Price in the event that (i) 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 (ii) all, or substantially all, 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 released from the lien of the Mortgage 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.

 

In the event of any redemption as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Date, the Company will deposit with the Trustee a sum of money equal to the Make-Whole Redemption Price.

 

Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given by mail not less than 30 nor more than 90 days prior to the Redemption Date to the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the Bonds of this Series so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).

 

  15  

 

 

Miscellaneous

 

The Mortgage provides that if the Company shall deposit with The Bank of New York Mellon 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, the Redemption Price, if applicable, 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.

 

C. INTEREST ON THE NEW SERIES BONDS

 

Interest on any New Series Bond 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 New Series Bond 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 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 the 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 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 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.

 

  16  

 

 

B.                  The Company may make payment of any Defaulted Interest on 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 New Series Bond delivered under this Supplemental Indenture upon transfer of or in exchange for or in lieu of any other 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 4.03 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. The terms (i) “dividend” shall be interpreted so as to include distributions and (ii) “common stock” and “shares of common stock” shall be interpreted so as to include membership interests.

 

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.

 

  17  

 

 

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. The Trustee agrees to accept and act upon instructions or directions pursuant to this Supplemental Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Company shall provide to the Trustee an incumbency certificate listing designated persons authorized to provide such instructions, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee e-mail or facsimile instructions pursuant to this Supplemental Indenture (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling in the absence of manifest error. Subject to Sections 14.02 and 14.03 of the Indenture, the Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding whether such instructions conflict or are inconsistent with a subsequent written instruction. Subject to Sections 14.02 and 14.03 of the Indenture, the Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee pursuant to this Supplemental Indenture, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

 

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 November 1, 2019, the actual dates of execution by the Company and by the Trustee are as indicated by the respective acknowledgments hereto annexed.

 

[signature page follows]

 

  18  

 

 

 

IN WITNESS WHEREOF, DUKE ENERGY FLORIDA, LLC has caused this Supplemental Indenture to be signed in its name and behalf by its Assistant Treasurer, and its company seal to be hereunto affixed and attested by its Assistant Secretary, and THE BANK OF NEW YORK MELLON has caused this Supplemental Indenture to be signed and sealed in its name and behalf by a Vice President, and its company seal to be attested by a Vice President, all as of the day and year first above written.

 

  DUKE ENERGY FLORIDA, LLC
   
   
  By: /s/ John L. Sullivan, III
    John L. Sullivan, III, Assistant Treasurer
    299 First Avenue North
    St. Petersburg, Florida 33701

 

[SEAL]  
   
Attest:  
   
/s/ Robert T. Lucas III  
Robert T. Lucas III, Assistant Secretary  
299 First Avenue North  
St. Petersburg, Florida 33701  
   
Signed, sealed and delivered by said  
DUKE ENERGY FLORIDA, LLC  
   
in the presence of:  
   
/s/ Aloma M. Felder  
Aloma M. Felder  
   
/s/ Jenny Pattana  
Jenny Pattana  

 

[Company’s Signature Page of Fifty-Sixth Supplemental Indenture] 

 

 

 

 

  THE BANK OF NEW YORK MELLON, as Trustee
   
   
  By: /S/ Latoya S. Elvin
    Latoya S. Elvin, Vice President
    385 Rifle Camp Road, 3rd Floor
    Woodland Park, NJ 07424

 

[SEAL]  
   
Attest:  
   
/s/ John D. Bowman  
John D. Bowman, Vice President  
385 Rifle Camp Road, 3rd Floor  
Woodland Park, NJ 07424  
   
Signed, sealed and delivered by said  
THE BANK OF NEW YORK MELLON  
   
in the presence of:  
   
/s/ Janet Russo  
Janet Russo  
   
/s/ Brett Anderson  
Brett Anderson  

 

[Trustee’s Signature Page of Fifty-Sixth Supplemental Indenture]

 

 

 

 

STATE OF NORTH CAROLINA )

SS:

COUNTY OF MECKLENBURG )

 

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 John L. Sullivan, III, Assistant Treasurer of DUKE ENERGY FLORIDA, LLC, a limited liability company, the limited liability company party of the first part in and to the above written instrument, and also personally appeared before me Robert T. Lucas III, Assistant Secretary of the said limited liability company; 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 Assistant Treasurer and as such Assistant Secretary executed the above written instrument on behalf of said limited liability company; and he, the said Assistant Treasurer, acknowledged that as such Assistant Treasurer, he subscribed the said company name to said instrument on behalf and by authority of said limited liability company, and he, the said Assistant Secretary, acknowledged that he affixed the seal of said limited liability company to said instrument and attested the same by subscribing his name as Assistant Secretary of said limited liability company, by authority and on behalf of said limited liability company, and each of the two persons above named acknowledged that, being informed of the contents of said instrument, they, as such Assistant Treasurer and Assistant Secretary, delivered said instrument by authority and on behalf of said limited liability company 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 limited liability company; and each of said persons further acknowledged and declared that he/she knows the seal of said limited liability company, and that the seal affixed to said instrument is the company seal of the limited liability company aforesaid.

 

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 26th day of November, 2019 at Charlotte in the State and County aforesaid.

 

  /s/ Phoebe P. Elliot
  Phoebe P. Elliott
  Notary Public, State of North Carolina
  My commission expires: June 26, 2021
 
 
[NOTARIAL SEAL]  

 

 

 

 

STATE OF NEW JERSEY )

SS:

COUNTY OF PASSAIC )

 

Before me, the undersigned, a notary public in and for the State of New York, an officer duly authorized to take acknowledgments of deeds and other instruments, personally appeared Latoya S. Elvin, Vice President (the “Executing Vice President”) of THE BANK OF NEW YORK MELLON, 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 John D. Bowman, 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 she, the said Executing Vice President, acknowledged that as such Executing 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 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 knows the seal of said corporation, and that the seal affixed to said instrument is the corporate seal of the Company aforesaid.

 

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 22nd day of November, 2019, at Woodland Park, in the State and County aforesaid.

 

  /s/ Rosemarie Socorro-Garcia
  Rosemarie Socorro-Garcia
  Notary Public, State of New Jersey
  My Commission Expires December 5, 2021
   
   
[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

 

County   Date of Recordation   Book     Page  
Cook   02/25/44     24       1  
Echols   02/25/44     A-1       300  
Lowndes   02/25/44     5-0       1  

 

A-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  

 

A-2

 

 

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  

 

A-3

 

 

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     1       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

 

County   Date of Recordation   Book     Page  
Cook   08/08/51     35       566  
Echols   08/02/51     A-3       521  
Lowndes   08/04/51     7-E       188  

 

A-4

 

 

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   10/31/91     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     1       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

 

County   Date of Recordation   Book     Page  
Cook   01/01/53     39       95  
Echols   01/01/53     A-4       110  
Lowndes   12/31/52     7-0       540  

 

A-5

 

 

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

 

County   Date of Recordation   Book     Page  
Cook   01/15/54     39       437  
Echols   01/15/54     A-4       418  
Lowndes   12/29/53     7-X       235  

 

A-6

 

 

 

 

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     20       445  

 

STATE OF GEORGIA

 

County   Date of Recordation   Book     Page  
Cook   11/20/54     55       385  
Echols   11/20/54     5       86  
Lowndes   11/20/54     3       387  

 

A-7

 

 

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

 

County   Date of Recordation   Book     Page  
Cook   07/26/56     48       36  
Echols   07/26/56     5       401  
Lowndes   07/25/56     22       419  

 

A-8

 

 

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  

 

A-9

 

 

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  

 

A-10

 

 

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  

 

A-11

 

 

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  

 

A-12

 

 

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  

 

A-13

 

 

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  

 

A-14

 

 

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  

 

A-15

 

 

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  
Suwanee   08/26/69     66       489  
Taylor   08/26/69     77       44  
Volusia   08/26/69     1123       577  
Wakulla   09/05/69     21       231  

 

A-16

 

 

 

 

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  
Suwanee   03/13/70     71       61  
Taylor   03/16/70     79       282  
Volusia   03/13/70     1183       353  
Wakulla   03/24/70     23       36  

 

  A-17  

 

 

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  
Suwanee   12/17/70     77       82  
Taylor   12/17/70     83       53  
Volusia   01/11/71     1257       142  
Wakulla   01/12/71     26       175  

 

  A-18  

 

 

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  
Suwanee   11/12/71     86       28  
Taylor   11/09/71     87       706  
Volusia   11/09/71     1352       118  
Wakulla   11/16/71     30       218  

 

  A-19  

 

 

NINETEENTH SUPPLEMENTAL INDENTURE dated June 1, 1971

 

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  
Suwanee   08/02/72     93       785  
Taylor   08/03/72     92       198  
Volusia   08/02/72     1456       420  
Wakulla   08/03/72     33       147  

 

  A-20  

 

 

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     422       5  
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     136       696  
Sumter   01/22/73     136       696  
Suwanee   01/22/73     98       583  
Taylor   01/22/73     95       99  
Volusia   01/22/73     1533       327  
Wakulla   01/26/73     35       266  

 

  A-21  

 

 

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  
Suwanee   09/04/73     106       192  
Taylor   08/31/73     99       444  
Volusia   08/31/73     1647       440  
Wakulla   08/31/73     38       458  

 

  A-22  

 

 

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  
Suwanee   03/04/74     111       766  
Taylor   03/04/74     102       694  
Volusia   03/04/74     1712       645  
Wakulla   03/05/74     40       626  

 

  A-23  

 

 

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  
Suwanee   11/29/76     146       437  
Taylor   11/30/76     123       111  
Volusia   12/06/76     1872       1438  
Wakulla   12/07/76     53       837  

 

  A-24  

 

 

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  
Suwanee   06/12/79     184       514  
Taylor   06/13/79     145       686  
Volusia   06/12/79     2082       1430  
Wakulla   06/13/79     69       884  

 

  A-25  

 

 

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  
Suwanee   07/29/80     200       618  
Taylor   07/28/80     156       740  
Volusia   07/25/80     2185       587  
Wakulla   07/28/80     76       879  

 

  A-26  

 

 

 

 

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       716  
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  
Suwanee   01/27/81     209       696  
Taylor   01/26/81     161       461  
Volusia   01/26/81     2236       1396  
Wakulla   01/26/81     79       837  

 

A-27

 

 

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  
Suwanee   02/11/81     210       652  
Taylor   02/11/81     161       793  
Volusia   02/10/81     2241       333  
Wakulla   02/11/81     80       188  

 

A-28

 

 

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  
Suwanee   06/05/81     217       153  
Taylor   06/09/81     165       536  
Volusia   06/05/81     2272       1296  
Wakulla   06/08/81     82       500  

 

A-29

 

 

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   0/06/82     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  
Suwanee   10/06/82     238       524  
Taylor   10/07/82     178       879  
Volusia   10/06/82     2391       1879  
Wakulla   10/07/82     91       306  

 

A-30

 

 

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  
Suwanee   12/07/82     240       699  
Taylor   12/06/82     180       189  
Volusia   12/06/82     2406       460  
Wakulla   12/06/82     92       272  

 

A-31

 

 

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     4352       22  
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  
Suwanee   12/05/91     423       515  
Taylor   12/04/91     296       232  
Volusia   12/09/91     3712       968  
Wakulla   12/05/91     185       524  

 

A-32

 

 

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  
Suwanee   12/29/92     449       469  
Taylor   01/21/93     313       221  
Volusia   12/30/92     3797       1647  
Wakulla   12/31/92     204       765  

 

A-33

 

 

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       592  
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     894       776  
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  
Suwanee   12/29/92     449       595  
Taylor   01/21/93     313       309  
Volusia   12/30/92     3797       1735  
Wakulla   12/31/92     204       853  

 

A-34

 

 

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  
Suwanee   02/23/93     454       51  
Taylor   02/25/93     314       853  
Volusia   02/23/93     3808       3551  
Wakulla   02/23/93     207       396  

 

A-35

 

 

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  
Suwanee   03/24/93     456       58  
Taylor   03/26/93     316       580  
Volusia   03/23/93     3814       4453  
Wakulla   03/22/93     208       563  

 

A-36

 

 

 

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  
Suwanee   08/09/93     467       488  
Taylor   08/06/93     323       490  
Volusia   08/06/93     3848       2752  
Wakulla   08/06/93     217       104  

 

A-37

 

 

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 *
Suwanee   12/29/93     478       324  
Taylor   12/29/93     330       533  
Volusia   12/29/93     3885       2736  
Wakulla   12/30/93     224       727  

 

 

* Due to a scriveners error, the Thirty-Ninth and Fortieth Supplemental Indentures to the Original Indenture erroneously indicated a page number of 157.

 

A-38

 

 

THIRTY-EIGHTH SUPPLEMENTAL INDENTURE dated July 25, 1994

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   08/08/94     1975       2678  
Bay   08/08/94     1516       432  
Brevard   08/08/94     3412       3309  
Citrus   08/08/94     1044       2108  
Columbia   08/08/94     794       188  
Dixie   08/11/94     183       3  
Flagler   08/08/94     516       1458  
Franklin   08/10/94     465       42  
Gadsden   08/09/94     422       570  
Gilchrist   08/10/94     216       477  
Gulf   08/08/94     172       664  
Hamilton   08/08/94     347       189  
Hardee   08/08/94     471       495  
Hernando   09/06/94     983       887  
Highlands   08/08/94     1267       791  
Hillsborough   08/10/94     7485       745  
Jefferson   08/09/94     298       22  
Lafayette   08/09/94     101       626  
Lake   08/09/94     1311       1274  
Leon   08/08/94     1754       594  
Levy   08/08/94     533       45  
Liberty   08/09/94     81       566  
Madison   08/08/94     348       172  
Marion   08/10/94     2060       1272  
Orange   08/09/94     4779       4850  
Osceola   08/08/94     1205       1060  
Pasco   08/08/94     3326       1162  
Pinellas   07/25/94     8734       1574  
Polk   08/08/94     3423       2168  
Seminole   08/08/94     2809       131  
Sumter   08/08/94     524       256  
Suwanee   08/08/94     500       170  
Taylor   08/09/94     342       576  
Volusia   08/11/94     3942       4371  
Wakulla   08/10/94     239       322  

 

A-39

 

 

THIRTY-NINTH SUPPLEMENTAL INDENTURE dated July 1, 2001

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   07/16/01     2371       1703  
Bay   07/24/01     2052       225  
Brevard   07/24/01     4387       206  
Citrus   07/16/01     1440       322  
Columbia   07/24/01     931       1741  
Dixie   07/23/01     262       1  
Flagler   07/24/01     758       320  
Franklin   07/26/01     671       542  
Gadsden   07/23/01     529       134  
Gilcrest   07/23/01     2001       3068  
Gulf   07/24/01     262       872  
Hamilton   07/23/01     504       59  
Hardee   07/23/01     614       764  
Hernando   07/16/01     1437       619  
Highlands   07/16/01     1556       1380  
Hillsborough   07/23/01     10952       1626  
Jefferson   07/23/01     471       268  
Lafayette   07/23/01     169       348  
Lake   07/16/01     1974       2275  
Leon   07/23/01     2530       74  
Levy   07/23/01     752       726  
Liberty   07/23/01     124       311  
Madison   07/24/01     587       48  
Manatee   07/23/01     1692       6974  
Marion   07/16/01     2987       1131  
Orange   07/16/01     6302       3365  
Osceola   07/16/01     1902       1112  
Pasco   07/16/01     4667       77  
Pinellas   07/13/01     11475       2488  
Polk   07/16/01     4751       1  
Seminole   07/16/01     4128       170  
Sumter   07/16/01     894       40  
Suwannee   07/23/01     877       77  
Taylor   07/23/01     464       215  
Volusia   07/17/01     4714       4356  
Wakulla   07/23/01     414       599  

 

A-40

 

 

FORTIETH SUPPLEMENTAL INDENTURE dated July 1, 2002

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   07/19/02     2486       439  
Bay   07/19/02     2164       520  
Brevard   07/01/01     4641       2591  
Citrus   07/19/02     1521       2  
Columbia   07/19/02     958       500  
Dixie   07/19/02     277       1  
Flagler   07/24/02     838       776  
Franklin   07/24/02     706       23  
Gadsden   07/19/02     548       415  
Gilchrist*   07/19/02     Instrument Number 2002       3363  
Gulf   07/19/02     285       369  
Hamilton   07/19/02     530       143  
Hardee   07/19/02     630       147  
Hernando   07/19/02     1552       745  
Highlands   07/19/02     1616       1919  
Hillsborough   07/19/02     11790       0680  
Jefferson   07/22/02     0492       0001  
Lafayette   07/19/02     181       406  
Lake   07/22/02     02145       1576  
Leon   07/19/02     R2697       01718  
Levy   07/19/02     795       531  
Liberty   07/19/02     131       454  
Madison   07/19/02     627       171  
Manatee   07/19/02     1759       970  
Marion   07/19/02     3203       0458  
Orange   07/23/02     6573       5463  
Osceola   07/22/02     2082       1419  
Pasco   07/19/02     5012       1362  
Pinellas   07/26/02     12128       1700  
Polk   07/19/02     5064       0027  
Seminole   07/23/02     4468       0429  
Sumter   07/19/02     988       512  
Suwannee   07/19/02     948       7  
Taylor   07/19/02     484       562  
Volusia   07/19/02     4898       2002  
Wakulla   07/22/02     450       344  

 

* Gilchrist County utilizes an instrument number indexing system rather than a book/page indexing system.

 

A-41

 

 

FORTY-FIRST SUPPLEMENTAL INDENTURE dated February 1, 2003

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   03/10/03     2620       1182  
Bay   03/20/03     2252       1616  
Brevard   03/10/03     4845       847  
Citrus   03/10/03     1580       537  
Columbia   03/10/03     976       2505  
Dixie   03/10/03     285       654  
Flagler   03/10/03     905       1523  
Franklin   03/12/03     729       424  
Gadsden   03/10/03     561       1091  
Gilchrist*   03/10/03     Instrument Number 2003       1224  
Gulf   03/10/03     301       432  
Hamilton   03/10/03     543       358  
Hardee   03/10/03     640       218  
Hernando   03/07/03     1636       204  
Highlands   03/10/03     1660       726  
Hillsborough   03/10/03     12427       1748  
Jefferson   03/10/03     507       98  
Lafayette   03/10/03     189       107  
Lake   03/10/03     2276       2224  
Leon   03/11/03     2827       95  
Levy   03/10/03     826       208  
Liberty   03/11/03     136       479  
Madison   03/09/03     653       69  
Manatee   03/07/03     1809       6624  
Marion   03/10/03     3363       1414  
Orange   03/10/03     6820       89  
Osceola   03/10/03     2208       1762  
Pasco   03/07/03     5267       216  
Pinellas   03/06/03     12582       1011  
Polk   03/06/03     5289       1762  
Seminole   03/10/03     4745       970  
Sumter   03/07/03     1052       4  
Suwannee   03/10/03     995       83  
Taylor   03/10/03     497       542  
Volusia   03/10/03     5033       4056  
WAkulla   03/10/03     478       79  

 

* Gilchrist County utilizes an instrument number indexing system rather than a book/page indexing system.

 

A-42

 

 

FORTY-SECOND SUPPLEMENTAL INDENTURE dated April 1, 2003

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   05/27/2003     2676       753  
Bay   05/27/2003     2283       585  
Brevard   06/06/2003     4935       345  
Citrus   05/23/2003     1604       305  
Columbia   05/23/2003     984       87  
Dixie   05/23/2003     289       447  
Flagler   05/27/2003     935       151  
Franklin   05/27/2003     739       166  
Gadsden   05/23/2003     566       840  
Gilchrist*   05/23/2003     Instrument Number 200300       2716  
Gulf   05/27/2003     307       784  
Hamilton   05/23/2003     549       1  
Hardee   05/28/2003     644       670  
Hernando   05/23/2003     1671       1084  
Highlands   05/23/2003     1676       1168  
Hillsborough   05/28/2003     12682       320  
Jefferson   05/23/2003     512       367  
Lafayette   05/23/2003     191       373  
Lake   05/22/2003     2324       1507  
Leon   05/28/2003     2874       1027  
Levy   05/27/2003     837       42  
Liberty   05/27/2003     138       218  
Madison   05/23/2003     664       225  
Manatee   05/28/2003     1831       1979  
Marion   05/30/2003     3426       1046  
Orange   05/23/2003     6925       2125  
Osceola   05/22/2003     2256       2207  
Pasco   05/23/2003     5370       1906  
Pinellas   05/23/2003     12767       1631  
Polk   05/23/2003     5372       1233  
Seminole   05/30/2003     4843       1879  
Sumter   05/30/2003     1076       307  
Suwannee   05/23/2003     1013       263  
Taylor   05/28/2003     502       773  
Volusia   06/02/2003     5084       4311  
Wakulla   05/23/2003     488       388  

 

* Gilchrist County utilizes an instrument number indexing system rather than a book/page indexing system.

 

A-43

 

 

FORTY-THIRD SUPPLEMENTAL INDENTURE dated November 1, 2003

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   12/30/2003     2831       1359  
Bay   01/12/2004     2385       484  
Brevard   01/08/2004     5166       2137  
Citrus   12/29/2003     1675       939  
Columbia   12/30/2003     1003       767  
Dixie   12/30/2003     300       401  
Flagler   12/29/2003     1024       1365  
Franklin   12/30/2003     769       78  
Gadsden   12/29/2003     580       1923  
Gilchrist*   12/30/2003     Instrument Number 2003006       794  
Gulf   12/30/2003     327       232  
Hamilton   12/29/2003     563       163  
Hardee   12/29/2003     656       951  
Hernando   12/31/2003     1776       1140  
Highlands   12/29/2003     1727       647  
Hillsborough   12/31/2003     13433       1463  
Jefferson   12/30/2003     530       192  
Lafayette   12/30/2003     199       454  
Lake   12/30/2003     2478       691  
Leon   01/08/2004     3018       255  
Levy   01/05/2004     868       897  
Liberty   12/30/2003     142       561  
Madison   12/30/2003     695       129  
Manatee   12/30/2003     1891       3077  
Marion   01/05/2004     3610       1489  
Orange   12/30/2003     7245       2525  
Osceola   01/07/2004     2418       906  
Pasco   12/30/2003     5676       531  
Pinellas   12/23/2003     13265       2523  
Polk   12/29/2003     5624       1278  
Seminole   12/30/2003     5149       1458  
Sumter   01/06/2004     1156       447  
Suwannee   12/30/2003     1065       398  
Taylor   12/30/2003     516       670  
Volusia   12/29/2003     5232       3126  
Wakulla   12/29/2003     518       436  

 

* Gilchrist County utilizes an instrument number indexing system rather than a book/page indexing system.

 

A-44

 

 

FORTY-FOURTH SUPPLEMENTAL INDENTURE dated August 1, 2004

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   09/08/2004     2989       679  
Bay   09/20/2004     2503       1164  
Brevard   09/10/2004     5358       4062  
Citrus   09/08/2004     1761       1476  
Columbia   09/08/2004     1025       1081  
Dixie   09/08/2004     313       405  
Flagler   09/10/2004     1141       1282  
Franklin   09/07/2004     811       160  
Gadsden   09/09/2004     596       209  
Gilchrist*   09/08/2004     Instrument Number 2004004       967  
Gulf   09/08/2004     351       826  
Hamilton   09/08/2004     579       91  
Hardee   09/07/2004     669       579  
Hernando   09/09/2004     1897       1207  
Highlands   09/07/2004     1787       1955  
Hillsborough   09/16/2004     14220       1091  
Jefferson   09/08/2004     552       115  
Lafayette   09/10/2004     209       329  
Lake   09/09/2004     2652       1330  
Leon   09/10/2004     3158       1432  
Levy   09/08/2004     905       525  
Liberty   09/09/2004     148       295  
Madison   09/08/2004     728       181  
Manatee   09/09/2004     1955       6519  
Marion   09/14/2004     3819       714  
Orange   09/17/2004     7618       4387  
Osceola   09/15/2004     2595       1666  
Pasco   09/15/2004     6027       311  
Pinellas   09/09/2004     13817       1552  
Polk   09/09/2004     5915       905  
Seminole   09/14/2004     5450       663  
Sumter   09/17/2004     1267       646  
Suwannee   09/08/2004     1133       1  
Taylor   09/07/2004     532       603  
Volusia   09/16/2004     5399       4694  
Wakulla   09/08/2004     556       566  

 

* Gilchrist County utilizes an instrument number indexing system rather than a book/page indexing system.

 

A-45

 

 

FORTY-FIFTH SUPPLEMENTAL INDENTURE dated May 1, 2005

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   05/25/2005     3130       992  
Bay   05/26/2005     2614       528  
Brevard   05/31/2005     5474       4268  
Citrus   06/03/2005     1862       2370  
Columbia   05/26/2005     1047       766  
Dixie   05/27/2005     327       196  
Flagler   05/26/2005     1254       1518  
Franklin   05/26/2005     853       323  
Gadsden   05/26/2005     612       684  
Gilchrist*   05/26/2005     Instrument Number 200500       3072  
Gulf   05/26/2005     378       613  
Hamilton   05/26/2005     594       4  
Hardee   05/25/2005     683       104  
Hernando   05/27/2005     2032       1078  
Highlands   05/25/2005     1856       568  
Hillsborough   06/01/2005     15064       90  
Jefferson   05/24/2005     565       810  
Lafayette   05/27/2005     220       324  
Lake   05/26/2005     2843       2013  
Leon   05/27/2005     3297       1711  
Levy   05/26/2005     948       157  
Liberty   05/27/2005     154       54  
Madison   05/27/2005     760       251  
Manatee   05/27/2005     2024       1257  
Marion   06/07/2005     4061       390  
Orange   05/24/2005     7983       1610  
Osceola   06/09/2005     2802       2269  
Pasco   05/27/2005     6391       357  
Pinellas   05/23/2005     14330       1811  
Polk   05/31/2005     6225       332  
Seminole   05/27/2005     5741       1576  
Sumter   05/26/2005     1382       1  
Suwannee   05/26/2005     1199       54  
Taylor   05/27/2005     549       201  
Volusia   06/03/2005     5567       2445  
Wakulla   05/27/2005     595       778  

 

* Gilchrist County utilizes an instrument number indexing system rather than a book/page indexing system.

 

A-46

 

 

 

FORTY-SIXTH SUPPLEMENTAL INDENTURE dated September 1, 2007

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   10/15/2007     3691       1036  
Bay   10/15/2007     2984       1808  
Brevard   10/19/2007     5819       7058  
Citrus   10/16/2007     2167       1649  
Columbia   10/15/2007     1133       1243  
Dixie   10/18/2007     379       107  
Flagler   10/16/2007     1620       800  
Franklin   10/15/2007     950       1  
Gadsden   10/17/2007     681       453  
Gilchrist*   10/16/2007     Instrument Number 2007006       252  
Gulf   10/18/2007     448       17  
Hamilton   10/15/2007     652       1  
Hardee*   10/17/2007     Instrument Number 20072500       9084  
Hernando   10/15/2007     2499       1518  
Highlands   10/16/2007     2103       1577  
Hillsborough   10/17/2007     18191       597  
Jefferson*   10/19/2007     Instrument Number 20073312       9980  
Lafayette   10/16/2007     262       275  
Lake   10/16/2007     3524       2021  
Leon   10/16/2007     3778       1808  
Levy   10/15/2007     1097       616  
Liberty   10/15/2007     175       1  
Madison   10/15/2007     881       284  
Manatee   10/16/2007     2231       362  
Marion   10/16/2007     4910       461  
Orange   10/17/2007     9473       4445  
Osceola   10/15/2007     3578       1571  
Pasco   10/16/2007     7663       343  
Pinellas   10/11/2007     16013       1452  
Polk   10/16/2007     7455       1559  
Seminole   11/20/2007     6871       27  
Sumter   10/16/2007     1854       167  
Suwannee   10/15/2007     1420       130  
Taylor   10/15/2007     610       413  
Volusia   10/16/2007     6141       278  
Wakulla   10/15/2007     731       256  

 

* Gilchrist, Hardee and Jefferson Counties utilize an instrument number indexing system rather than a book/page indexing system.

 

Surface Transportation Board filing: Document number 27455, recorded on April 7, 2008

 

A-47

 

 

FORTY-SEVENTH SUPPLEMENTAL INDENTURE dated December 1, 2007

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   1/11/2008     3729       1099  
Bay   1/11/2008     3012       924  
Brevard   1/16/2008     5838       4532  
Citrus   1/11/2008     2187       112  
Columbia   1/11/2008     1140       1338  
Dixie   1/17/2008     383       1  
Flagler   1/14/2008     1638       232  
Franklin   1/11/2008     956       429  
Gadsden   1/15/2008     686       1438  
Gilchrist*   1/11/2008     Instrument number 2008000       227  
Gulf   1/14/2008     452       419  
Hamilton   1/11/2008     656       256  
Hardee*   1/10/2008     Instrument number 200825000       197  
Hernando   1/11/2008     2525       829  
Highlands   1/10/2208     2119       119  
Hillsborough   1/14/2008     18375       428  
Jefferson*   1/11/2008     Instrument number 200833000       172  
Lafayette   1/14/2008     265       337  
Lake   1/11/2008     3567       2417  
Leon   1/14/2008     3812       243  
Levy   1/11/2008     1108       521  
Liberty   1/14/2008     176       526  
Madison   1/11/2008     891       71  
Manatee   1/11/2008     2242       4715  
Marion   1/14/2008     4964       518  
Orange   2/18/2008     9602       277  
Osceola   1/10/2008     3624       1400  
Pasco   1/11/2008     7735       1309  
Pinellas   1/15/2008     16119       240  
Polk   1/14/2008     7530       1569  
Seminole   1/14/2008     6907       866  
Sumter   1/11/2008     1891       308  
Suwannee   1/11/2008     1436       400  
Taylor   1/11/2008     615       164  
Volusia   1/14/2008     6179       2404  
Wakulla   1/11/2008     741       22  

 

* Gilchrest, Hardee and Jefferson Counties utilize an instrument number indexing system rather than a book/page indexing system.

 

Surface Transportation Board filing: Document number 27455-A, recorded on April 7, 2008

 

A-48

 

 

FORTY-EIGHTH SUPPLEMENTAL INDENTURE dated June 1, 2008

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   6/13/2008     3799       651  
Bay   6/30/2008     3063       715  
Brevard   7/02/2008     5874       3269  
Citrus   6/13/2008     2223       1494  
Columbia   6/30/2008     1153       1442  
Dixie   7/01/2008     391       1  
Flagler   7/01/2008     1669       378  
Franklin   6/30/2008     968       373  
Gadsden   6/30/2008     696       1067  
Gilchrist*   7/03/2008     Instrument number 2008003591          
Gulf   6/30/2008     461       1  
Hamilton   6/30/2008     665       310  
Hardee*   6/27/2008     Instrument number 200825005011          
Hernando   6/13/2008     2570       1746  
Highlands   6/13/2008     2145       308  
Hillsborough   7/02/2008     18729       956  
Jefferson*   6/30/2008     Instrument number 200833002125          
Lafayette*   7/08/2008     Instrument number 200834001431          
Lake   6/13/2008     3640       1530  
Leon   6/30/2008     3875       1363  
Levy   6/13/2008     1127       115  
Liberty   7/07/2008     181       252  
Madison   6/30/2008     912       285  
Manatee   6/27/2008     2264       7699  
Marion   6/13/2008     5051       1339  
Orange   6/13/2008     9711       4102  
Osceola   6/13/2008     3699       1687  
Pasco   6/13/2008     7860       610  
Pinellas   6/12/2008     16285       454  
Polk   6/13/2008     7653       1238  
Seminole   6/13/2008     7011       1530  
Sumter   6/13/2008     1961       271  
Suwannee   6/30/2008     1470       367  
Taylor   6/30/2008     624       665  
Volusia   6/13/2008     6243       719  
Wakulla   6/30/2008     759       351  

 

* Gilchrest, Hardee, Jefferson and Lafayette Counties utilize an instrument number indexing system rather than a book/page indexing system.

 

Surface Transportation Board filing: Document number 27455-B, recorded on August 6, 2008

 

A-49

 

 

FORTY-NINTH SUPPLEMENTAL INDENTURE dated March 1, 2010

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   4/08/2010     3947       1403  
Bay   4/08/2010     3231       1321  
Brevard   4/09/2010     6145       993  
Citrus   4/08/2010     2348       2  
Columbia   4/08/2010     1192       803  
Dixie   4/15/2010     415       183  
Flagler   4/12/2010     1763       1207  
Franklin   4/09/2010     1009       1  
Gadsden   4/08/2010     729       1001  
Gilchrist*   4/08/2010     Instrument number 2010001440          
Gulf   4/08/2010     489       612  
Hamilton   4/08/2010     693       1  
Hardee*   4/08/2010     Instrument number 201025002243          
Hernando   4/08/2010     2732       1794  
Highlands   4/08/2010     2233       1848  
Hillsborough   4/13/2010     19814       55  
Jefferson*   4/09/2010     Instrument number 201033004428          
Lafayette*   4/08/2010     Instrument number 201034000540          
Lake   4/09/2010     3892       1816  
Leon   4/08/2010     4101       1507  
Levy   4/08/2010     1195       600  
Liberty   4/13/2010     192       87  
Madison   4/09/2010     982       1  
Manatee   4/08/2010     2334       6690  
Marion   4/08/2010     5341       1488  
Orange   4/08/2010     10026       4585  
Osceola   4/09/2010     3970       977  
Pasco   4/08/2010     8306       1585  
Pinellas   4/05/2010     16876       1530  
Polk   4/09/2010     8112       1962  
Seminole   4/08/2010     7362       894  
Sumter   4/08/2010     2179       82  
Suwannee   4/08/2010     1583       68  
Taylor   4/08/2010     652       229  
Volusia   4/12/2010     6464       1  
Wakulla   4/08/2010     822       403  

 

* Gilchrest, Hardee, Jefferson and Lafayette Counties utilize an instrument number indexing system rather than a book/page indexing system

 

Surface Transportation Board filing: Document number 27455-C, recorded on May 10, 2010

 

A-50

 

 

FIFTIETH SUPPLEMENTAL INDENTURE dated August 1, 2011

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   8/31/2011     4053       799  
Bay   9/1/2011     3348       586  
Brevard   8/31/2011     6445       1639  
Citrus   8/31/2011     2436       2060  
Columbia   8/31/2011     1220       1330  
Dixie   9/2/2011     432       556  
Flagler   9/1/2011     1831       774  
Franklin   8/31/2011     1044       226  
Gadsden   8/31/2011     750       540  
Gilchrist*   9/1/2011     2011003293          
Gulf   9/1/2011     510       129  
Hamilton   8/31/2011     713       137  
Hardee*   8/31/2011     201125005174          
Hernando   8/31/2011     2845       1193  
Highlands   8/31/2011     2295       556  
Hillsborough   9/1/2011     20685       273  
Jefferson   8/31/2011     665       726  
Lafayette1   9/1/2011     308       202  
Lake   8/31/2011     4068       1117  
Leon   8/31/2011     4281       1303  
Levy   8/31/2011     1240       702  
Liberty   8/31/2011     200       430  
Madison   8/31/2011     1034       97  
Manatee   8/31/2011     2390       3492  
Marion   8/31/2011     5562       1643  
Orange   9/1/2011     10262       4040  
Osceola   9/1/2011     4171       717  
Pasco   8/31/2011     8592       2940  
Pinellas   8/26/2011     17339       1112  
Polk   9/2/2011     8464       2230  
Seminole   8/31/2011     7624       937  
Sumter   9/1/2011     2352       294  
Suwannee   8/31/2011     1659       109  
Taylor   8/31/2011     672       907  
Volusia   9/1/2011     6627       3772  
Wakulla   8/31/2011     860       481  

 

*Gilchrest and Hardee Counties utilize an instrument number indexing system rather than a book/page indexing system.2

 

Surface Transportation Board filing: Document number 27455-D, recorded on November 2, 2011

 

A-51

 

 

FIFTY-FIRST SUPPLEMENTAL INDENTURE dated November 1, 2012

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   11/30/12     4153       1273  
Bay   11/30/12     3463       261  
Brevard   11/30/12     6745       2069  
Citrus   11/29/12     2518       72  
Columbia   11/30/12     1245       1358  
Dixie   12/03/12     448       114  
Flagler   11/30/12     1907       297  
Franklin   11/29/12     1080       1  
Gadsden   11/30/12     768       295  
Gilchrist*   11/29/12     Instrument number 201221002906       -  
Gulf   11/30/12     529       204  
Hamilton   11/29/12     730       51  
Hardee*   11/29/12     Instrument number 201225007152       -  
Hernando   11/30/12     2956       1478  
Highlands   11/29/12     2354       1241  
Hillsborough   12/05/12     21532       1003  
Jefferson   11/30/12     682       238  
Lafayette*   12/03/12     Instrument number 201234001771       -  
Lake   12/03/12     4246       1972  
Leon   11/29/12     4448       578  
Levy   11/29/12     1276       813  
Liberty   11/30/12     206       224  
Madison   11/29/12     1074       177  
Manatee   11/29/12     2447       1  
Marion   11/29/12     5773       987  
Orange   11/30/12     10481       516  
Osceola   11/29/12     4357       2942  
Pasco   11/29/12     8790       3145  
Pinellas   11/27/12     17794       2670  
Polk   12/03/12     8813       486  
Seminole   12/04/12     7911       1091  
Sumter   11/29/12     2529       1  
Suwannee   11/29/12     1722       321  
Taylor   11/29/12     691       195  
Volusia   12/03/12     6789       738  
Wakulla   11/29/12     894       743  

 

*Gilchrest, Hardee and Lafayette Counties utilize an instrument number indexing system rather than a book/page indexing system.

 

Surface Transportation Board Recordation No. 27455-E recorded December 11, 2012

 

A-52

 

 

FIFTY-SECOND SUPPLEMENTAL INDENTURE dated August 1, 2015

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   8/5/2015     4370       377  
Bay   8/7/2015     3722       1385  
Brevard   8/5/2015     7424       1768  
Citrus   8/5/2015     2705       978  
Columbia   8/5/2015     1299       100  
Dixie   8/6/2015     482       89  
Flagler   8/6/2015     2079       230  
Franklin   8/6/2015     Instrument No. 201519003844       --  
Gadsden   8/6/2015     806       814  
Gilchrist   8/5/2015     Instrument No.  201521003563       --  
Gulf   8/10/2015     579       488  
Hamilton   8/5/2015     770       347  
Hardee   8/6/2015     Instrument No.  201525004582       --  
Hernando   8/6/2015     3261       637  
Highlands   8/6/2015     2489       426  
Hillsborough   8/13/2015     23476       544  
Jefferson   8/5/15     717       1  
Lafayette   8/5/2015     347       422  
Lake   8/11/2015     4663       2195  
Leon   8/5/2015     4829       1630  
Levy   8/6/2015     1362       672  
Liberty   8/6/2015     Instrument No. 2015390006600          
Madison   8/5/2015     1171       55  
Manatee   8/6/2015     2581       2615  
Marion   8/5/2015     6254       702  
Orange   8/10/2015     10964       8322  
Osceola   8/5/2015     4821       1436  
Pasco   8/6/2015     9237       444  
Pinellas   8/6/2015     18876       1882  
Polk   8/5/2015     9595       1  
Seminole   8/7/2015     8523       1724  
Sumter   8/6/2015     2994       413  
Suwannee   8/5/2015     1876       231  
Taylor   8/5/2015     732       233  
Volusia   8/5/2015     7148       401  
Wakulla   8/5/2015     977       179  

 

Surface Transportation Board Recordation No. 27455-G recorded August 30, 2016

 

A-53

 

 

FIFTY-THIRD SUPPLEMENTAL INDENTURE dated September 1, 2016

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   11/7/2016     4473       604  
Bay   10/28/2016     3844       1975  
Brevard   10/31/2016     7743       542  
Citrus   10/31/2016     2790       2168  
Columbia   10/28/2016     1324       1726  
Dixie   11/2/2016     498       447  
Flagler   10/31/2016     2166       130  
Franklin   11/1/2016     1179       629  
Gadsden   11/1/2016     824       856  
Gilchrist   11/2/2016     Instrument No. 201621004806       --  
Gulf   11/01/2016     605       187  
Hamilton   11/1/2016     791       389  
Hardee   11/01/2016     Instrument No. 201625006095       --  
Hernando   11/2/2016     3410       796  
Highlands   11/2/2016     2552       647  
Hillsborough   11/7/2016     24510       250  
Jefferson   11/2/2016     734       1  
Lafayette   11/1/2016     362       1  
Lake   11/3/2016     4858       1728  
Leon   11/1/2016     4991       584  
Levy   11/1/2016     1404       248  
Liberty   11/2/2016     229       230  
Madison   11/1/2016     1218       53  
Manatee   11/1/2016     2645       5991  
Marion   11/2/2016     6480       66  
Orange   11/2/2016     Instrument No. 20160572846       --  
Osceola   11/2/2016     5050       127  
Pasco   11/2/2016     9451       1943  
Pinellas   11/2/2016     19399       345  
Polk   11/08/2016     9979       1442  
Seminole   11/02/2016     8797       890  
Sumter   11/7/2016     3176       483  
Suwannee   11/1/2016     1952       368  
Taylor   11/2/2016     752       840  
Volusia   11/2/2016     7320       4532  
Wakulla   11/1/2016     1015       712  

 

Surface Transportation Board Recordation No. 27455-H recorded October 17, 2016

 

A-54

 

 

FIFTY-FOURTH SUPPLEMENTAL INDENTURE dated January 1, 2017

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   1/27/2017     4490       1961  
Bay   1/27/2017     3869       486  
Brevard   1/27/2017     7807       891  
Citrus   1/27/2017     2807       1300  
Columbia   1/27/2017     1329       2411  
Dixie   2/1/2017     501       546  
Flagler   1/30/2017     2183       1912  
Franklin   1/27/2017     1184       469  
Gadsden   1/27/2017     827       1553  
Gilchrist   1/30/2017     Instrument No. 20172100414       -  
Gulf   1/30/2017     610       328  
Hamilton   1/27/2017     795       332  
Hardee   1/30/2017     Instrument No. 201725000508       -  
Hernando   2/6/2017     3437       1  
Highlands   1/27/2017     2563       1562  
Hillsborough   2/2/2017     24705       1672  
Jefferson   1/27/2017     737       49  
Lafayette   1/27/2017     364       414  
Lake   3/9/2017     4913       1  
Leon   1/27/2017     5021       845  
Levy   1/27/2017     1411       833  
Liberty   1/30/2017     231       1  
Madison   1/27/2017     1227       52  
Manatee   1/27/2017     2657       7802  
Marion   1/27/2017     6523       171  
Orange   2/1/2017     Instrument No. 20170059594       -  
Osceola   1/30/2017     5093       1169  
Pasco   1/30/2017     9489       896  
Pinellas   1/24/2017     19494       2120  
Polk   3/13/2017     10088       1627  
Seminole   1/27/2017     8852       15  
Sumter   3/15/2017     3230       150  
Suwannee   1/27/2017     1967       1  
Taylor   1/30/2017     757       1  
Volusia   1/30/2017     7354       1624  
Wakulla   1/30/2017     1024       68  

 

Surface Transportation Board Recordation No. 27455-I recorded January 26, 2017.

 

A-55

 

 

FIFTY-FIFTH SUPPLEMENTAL INDENTURE dated June 1, 2018

 

STATE OF FLORIDA

 

County   Date of Recordation   Book     Page  
Alachua   7/10/2018     4613       124  
Bay   7/11/2018     4026       67  
Brevard   7/11/2018     8209       1780  
Citrus   7/10/2018     2912       1944  
Columbia   7/16/2018     1364       217  
Dixie   7/10/2018     521       318  
Flagler   7/10/2018     1788       83  
Franklin   7/10/2018     1223       49  
Gadsden   7/10/2018     849       1415  
Gilchrist   7/12/2018     Instrument No. 201821003254       -  
Gulf   7/11/2018     646       114  
Hamilton   7/10/2018     820       1  
Hardee   7/12/2018     Instrument No. 201825004326       -  
Hernando   7/11/2018     3603       25  
Highlands   7/17/2018     2645       574  
Hillsborough   7/11/2018     25922       1323  
Jefferson   7/11/2018     756       661  
Lafayette   7/12/2018     383       1  
Lake   7/10/2018     5138       1376  
Leon   7/10/2018     5214       1478  
Levy   7/10/2018     1462       69  
Liberty   7/10/2018     240       133  
Madison   7/10/2018     1280       1  
Manatee   7/10/2018     2737       3321  
Marion   7/13/2018     6796       1459  
Orange   7/12/2018     Instrument No. 20180414627       -  
Osceola   7/12/2018     5366       1053  
Pasco   7/05/2018     9755       1975  
Pinellas   7/10/2018     20115       996  
Polk   7/10/2018     10544       49  
Seminole   7/13/2018     9170       30  
Sumter   7/10/2018     3438       514  
Suwannee   7/11/2018     2060       366  
Taylor   7/11/2018     782       504  
Volusia   7/10/2018     7570       1755  
Wakulla   7/10/2018     1079       294  

 

Surface Transportation Board Recordation No. 27455-J recorded July 11, 2018.

 

A-56

 

 

Exhibit 4.2

 

 

 

DUKE ENERGY Florida, LLC

 

TO

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

 

Trustee and Calculation Agent

 

 

 

Second Supplemental Indenture
Dated as of November 26, 2019

 

 

 

$200,000,000 Series A Floating Rate Senior Notes Due 2021

 

 

 

 

 

 

TABLE OF CONTENTS1

 

ARTICLE I

 

SERIES A FLOATING RATE SENIOR NOTES DUE 2021

 

Section 1.01.        Establishment     1  
Section 1.02.        Definitions     2  
Section 1.03.        Payment of Principal and Interest     4  
Section 1.04.        Denominations     5  
Section 1.05.        Global Securities     5  
Section 1.06.        No Redemption     5  
Section 1.07.        Paying Agent     6  

ARTICLE II

 

CALCULATION AGENT FOR THE SERIES A FLOATING RATE NOTES

 

Section 2.01.        Appointment     6  
Section 2.02.        Duties and Obligations     6  
Section 2.03.        Terms and Conditions     6  
Section 2.04.        Qualifications     8  
Section 2.05.        Resignation and Removal     8  
Section 2.06.        Successors     8  
Section 2.07.        Trustee Deemed Calculation Agent Upon Certain Circumstances     8  
Section 2.08.        Merger, Conversion, Consolidation, Sale or Transfer     8  
Section 2.09.        Notice     9  
Section 2.10.        Waiver of Jury Trial     9  
Section 2.11.        USA PATRIOT Act     9  
Section 2.12.        Calculation of Interest Rate for First Interest Period     10  
Section 2.13.        FATCA     10  

ARTICLE III

 

MISCELLANEOUS PROVISIONS

 

Section 3.01.        Recitals by the Company     10  
Section 3.02.        Ratification and Incorporation of Original Indenture     10  
Section 3.03.        Executed in Counterparts     10  

 

Exhibit A – Form of Series A Floating Rate Senior Note Due 2021

Exhibit B – Certificate of Authentication

 

 

1 This Table of Contents does not constitute part of the Indenture or have any bearing upon the interpretation of any of its terms and provisions.

 

 

 

 

THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 26th day of November, 2019 (this “Supplemental Indenture”), by and among DUKE ENERGY FLORIDA, LLC, a limited liability company of the State of Florida (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (successor to J.P. Morgan Trust Company, National Association), a national banking association, as Trustee (herein called the “Trustee”) and Calculation Agent.

 

WITNESSETH:

 

WHEREAS, Florida Power Corporation d/b/a Progress Energy Florida, Inc., a predecessor to the Company, has heretofore entered into an Indenture (for Debt Securities), dated as of December 7, 2005 (the “Original Indenture”);

 

WHEREAS, on August 1, 2015, Duke Energy Florida, Inc. made the required filings with the Florida Department of State under Section 605.1405 of the Florida Revised Limited Liability Company Act and converted its form of organization from a Florida corporation to a Florida limited liability company (the “Conversion”) by the name of “Duke Energy Florida, LLC”;

 

WHEREAS, the Original Indenture is incorporated herein by this reference and the Original Indenture, as it may be amended and supplemented to the date hereof, including by this Supplemental Indenture, is herein called the “Indenture”;

 

WHEREAS, under the Indenture, a new series of Debt Securities may at any time be established in accordance with the provisions of the Indenture and the terms of such series may be described by a supplemental indenture executed by the Company and the Trustee;

 

WHEREAS, the Company hereby proposes to create under the Indenture an additional series of Debt Securities;

 

WHEREAS, additional Debt Securities of other series hereafter established, except as may be limited in the Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Indenture as at the time supplemented and modified; and

 

WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Company have been done or performed.

 

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

 

ARTICLE I

SERIES A FLOATING RATE SENIOR NOTES DUE 2021

 

Section 1.01.          Establishment. There is hereby established a new series of Debt Securities to be issued under the Indenture, to be designated as the Company’s Series A Floating Rate Senior Notes due 2021 (the “Notes”).

 

There are to be authenticated and delivered initially $200,000,000 principal amount of the Notes, and no further Notes shall be authenticated and delivered except as provided by Section 301, 304, 305, 306 or 1206 of the Original Indenture.  The Notes shall be issued in fully registered form without coupons.

 

 

 

 

The Notes shall be in substantially the form set out in Exhibit A hereto, and the form of the Trustee’s Certificate of Authentication for the Notes shall be in substantially the form set forth in Exhibit B hereto.

 

Each Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

 

Section 1.02.          Definitions. The following defined terms used in this Article I shall, unless the context otherwise requires, have the meanings specified below for purposes of the Notes.  Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture.

 

“BBAM” means the display that appears on Bloomberg L.P.’s page “BBAM” or any page as may replace such page on such service (or any successor service) for the purpose of displaying the London Interbank Offered rate for U.S. dollar deposits.

 

“Business Day” means any day other than a Saturday or Sunday that is neither a Legal Holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close, or a day on which the Corporate Trust Office is closed for business.

 

“Calculation Agent” means The Bank of New York Mellon Trust Company, N.A., as appointed pursuant to Section 2.01 of this Supplemental Indenture, or its successor appointed by the Company pursuant to Article Two hereof, acting as calculation agent.

 

“Interest Determination Date” means the second London Business Day immediately preceding the first day of the relevant Interest Period.

 

“Interest Payment Date” means each February 26, May 26, August 26 and November 26 of each year, commencing on February 26, 2020.

 

“Interest Period” means the period commencing on an Interest Payment Date for the Notes (or, with respect to the initial Interest Period only, commencing on the Original Issue Date for the Notes) and ending on the day before the next succeeding Interest Payment Date for the Notes.

 

“Legal Holiday” means any day that is a legal holiday in New York, New York.

 

“LIBOR” means, with respect to any Interest Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period commencing on the first day of that Interest Period and ending on the next Interest Payment Date for the Notes that appears on Bloomberg L.P.’s page “BBAM” and, if such page is not available, from the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the Interest Determination Date for that Interest Period, provided that:

 

(1)        If such rate does not appear on BBAM or the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the Interest Determination Date for that Interest Period, except as provided in clause (2) below, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for the Interest Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market, which may include affiliates of one or more of the underwriters of the Notes, selected by the Company, at approximately 11:00 a.m., London time, on the Interest Determination Date for that Interest Period. The Company will request the principal London office of each such bank to provide a quotation of its rate to the Calculation Agent. If at least two such quotations are provided, LIBOR with respect to that Interest Period will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR with respect to that Interest Period will be the arithmetic mean of the rates quoted by three major banks in New York City, which may include affiliates of one or more of the underwriters of the Notes, selected by the Company, at approximately 11:00 a.m., New York City time, on the Interest Determination Date for that Interest Period for loans in U.S. dollars to leading European banks for that Interest Period and in a principal amount of not less than $1,000,000. The Company will request the principal New York City office of each such bank to provide a quotation of its rate to the Calculation Agent. However, if fewer than three banks selected by the Company to provide quotations are quoting as described above, LIBOR for that Interest Period will be the same as LIBOR as determined for the previous Interest Period.

 

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(2)        Notwithstanding the foregoing, if the Company determines on the relevant Interest Determination Date that LIBOR for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000 has been permanently discontinued, or the reference to LIBOR becomes illegal, or most other debt obligations similar to the Notes have converted away from LIBOR to a new reference rate, the Calculation Agent will use, as directed in writing by the Company, as a substitute for LIBOR and for each future Interest Determination Date, the alternative reference rate selected by the central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with accepted market practice (the “Alternative Rate”). As part of such substitution, the Calculation Agent will, as directed in writing by the Company, make such adjustments to the Alternative Rate and the spread thereon to account for the basis between LIBOR and the Alternative Rate, as well as the business day convention, Interest Determination Dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such Alternative Rate for debt obligations such as the Notes (“Adjustments”). If the Company determines that there is no clear market consensus as to whether any rate has replaced LIBOR in customary market usage, the Company may appoint in its sole discretion an independent financial advisor (the “IFA”) to determine an appropriate Alternative Rate and any Adjustments, and the decision of the IFA will be binding on the Company, the Calculation Agent, the Trustee and the Holders of the Notes. If, however, the Company determines that LIBOR has been discontinued, but for any reason an Alternative Rate has not been determined, LIBOR will be equal to such rate on the Interest Determination Date when LIBOR for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000 was last available on BBAM and, if such page is not available from the Reuters LIBOR01 Page, or such other comparable publicly available service for displaying offered rates for deposits in U.S. dollars in the London interbank market as may be selected by the Company. In no event shall the Calculation Agent be responsible for determining any substitute for LIBOR, or for making any Adjustments. In connection with the foregoing, the Calculation Agent will be entitled to conclusively rely on any determinations made by the Company and will have no liability for such actions taken at the Company’s direction.

 

“London Business Day means a day that is a Business Day and a day on which dealings in deposits in U.S. dollars are transacted, or with respect to any future date are expected to be transacted, in the London interbank market.

 

“Original Issue Date” means November 26, 2019.

 

“Regular Record Date” means, with respect to each Interest Payment Date, (i) the close of business on the business day immediately preceding such Interest Payment Date so long as all of the Notes remain in book-entry only form or (ii) the close of business on the 15th calendar day immediately preceding such Interest Payment Date (whether or not a Business Day) if any of the Notes do not remain in book-entry only form.

 

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“Reuters LIBOR01 Page” means the display designated as Reuters LIBOR01 on the Reuters 3000 Xtra (or such other page as may replace the Reuters LIBOR01 Page on that service, or such other service as may be nominated for the purpose of displaying rates or prices comparable to the London Interbank Offered rate for U.S. dollar deposits by ICE Benchmark Administration Limited (“IBA”) or its successor or such other entity assuming the responsibility of IBA or its successor in calculating the London Interbank Offered rate in the event IBA or its successor no longer does so).

 

“Stated Maturity” means November 26, 2021.

 

Section 1.03.          Payment of Principal and Interest. The principal of the Notes shall be due at Stated Maturity.  The Notes shall bear interest from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or provided for at the rates set quarterly pursuant to this Section 1.03, payable quarterly in arrears on each Interest Payment Date to the Person or Persons in whose name each Note is registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity as provided herein shall be paid to the Person to whom principal is payable.  Any such interest that is not so punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person or Persons in whose name the Notes are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee (“Special Record Date”), notice whereof shall be given to Holders of the Notes not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture.

 

Interest on the Notes shall be computed on the basis of the actual number of days elapsed over a 360-day year consisting of twelve 30-day months. In the event that any Interest Payment Date (other than the Interest Payment Date that is the Stated Maturity) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business Day, unless the next succeeding Business Day is in the next succeeding calendar month, in which case, such Interest Payment Date shall be the immediately preceding Business Day. In the event that the Stated Maturity falls on a day that is not a Business Day, then the payment of the principal and interest payable on such date shall be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable.

 

The Notes will bear interest for each quarterly Interest Period at a per annum rate determined by the Calculation Agent. The interest rate applicable during each quarterly Interest Period will be equal to LIBOR, on the Interest Determination Date for such Interest Period plus 25 basis points. Promptly upon such determination, the Calculation Agent will notify the Company and the Trustee, if the Trustee is not then serving as the Calculation Agent, of the interest rate for the new Interest Period. The interest rate determined by the Calculation Agent, absent manifest error, shall be binding and conclusive upon the beneficial owners and Holders of the Notes, the Company and the Trustee.

 

Upon the request of a Holder of the Notes, the Calculation Agent will provide to such Holder the interest rate in effect on the date of such request and, if determined, the interest rate for the next Interest Period.

 

The accrued interest on the Notes for any period is calculated by multiplying the principal amount of the Notes by an accrued interest factor. The accrued interest factor is computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor (expressed as a decimal rounded upwards if necessary) is computed by dividing the interest rate (expressed as a decimal rounded upwards if necessary) applicable to such date by 360.

 

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All percentages resulting from any calculation of the interest rate on the Notes will be rounded, if necessary, to the nearest one-hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 0.567845% (or .00567845) being rounded to 0.56785% (or .0056785) and 0.567844% (or .00567844) being rounded to 0.56784% (or .0056784)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upwards).

 

Payment of principal of and interest on the Notes shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  Payments of principal of and interest on Notes represented by a Global Security shall be made by wire transfer of immediately available funds to the Holder of such Global Security.  If any of the Notes are no longer represented by a Global Security, (i) payments of principal and interest due at the Stated Maturity of such Notes shall be made at the office of the Paying Agent upon surrender of such Notes to the Paying Agent and (ii) payments of interest shall be made, at the option of the Company, subject to such surrender where applicable, by (A) check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (B) wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

 

Section 1.04.          Denominations. The Notes shall be issued in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.

 

Section 1.05.          Global Securities. The Notes shall initially be issued in the form of one or more Global Securities registered in the name of the Depositary (which initially shall be The Depository Trust Company) or its nominee.  Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form.  The Global Securities described in this Article I may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee.

 

A Global Security representing the Notes shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within 90 days after it becomes aware of such cessation, (ii) an Event of Default has occurred and is continuing with respect to the Notes and beneficial owners of a majority in aggregate principal amount of the Notes represented by Global Securities advise the Depositary to cease acting as Depositary, or (iii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable.  Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall direct.

 

Section 1.06.          No Redemption. The Notes shall not be subject to redemption prior to the Stated Maturity.

 

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The Notes shall not have a sinking fund.

 

Section 1.07.          Paying Agent. The Trustee shall initially serve as Paying Agent with respect to the Notes, with the Place of Payment initially being the Corporate Trust Office.

 

ARTICLE II

CALCULATION AGENT FOR THE SERIES A FLOATING RATE NOTES

 

Section 2.01.          Appointment. Upon the terms and subject to the conditions contained herein, the Company hereby appoints The Bank of New York Mellon Trust Company, N.A. as the Company’s calculation agent for the Notes (the “Calculation Agent”) and The Bank of New York Mellon Trust Company, N.A. hereby accepts such appointment as the Company’s agent for the purpose of calculating the applicable interest rates on the Notes in accordance with the provisions set forth herein.

 

Section 2.02.          Duties and Obligations. The Calculation Agent shall: (a) calculate the applicable interest rates on the Notes in accordance with the provisions set forth herein, and (b) exercise due care to determine the interest rates on the Notes and shall communicate the same to the Company and the Trustee (if the Trustee is not then serving as the Calculation Agent) as soon as practicable after each determination.

 

The Calculation Agent will, upon the request of a Holder of the Notes, provide to such Holder the interest rate in effect on the date of such request and, if determined, the interest rate for the next Interest Period (as defined in Section 1.02).

 

Section 2.03.          Terms and Conditions. The Calculation Agent accepts its obligations set forth herein, upon the terms and subject to the conditions hereof, including the following, to all of which the Company agrees:

 

(a) The Calculation Agent shall be entitled to such compensation as may be agreed upon with the Company for all services rendered by the Calculation Agent, and the Company promises to pay such compensation and to reimburse the Calculation Agent for the reasonable out-of-pocket expenses (including attorneys’ fees and expenses) incurred by it in connection with the services rendered by it hereunder upon receipt of such invoices as the Company shall reasonably require. The Company also agrees to indemnify the Calculation Agent for, and to hold it harmless against, any and all loss, liability, damage, claim or expense (including the costs and expenses of defending against any claim (regardless of who asserts such claim) of liability) incurred by the Calculation Agent that arises out of or in connection with its accepting appointment as, or acting as, Calculation Agent hereunder, except such as may result from the willful misconduct or gross negligence of the Calculation Agent or any of its agents or employees. Except as provided in the preceding sentence, the Calculation Agent shall incur no liability and shall be indemnified and held harmless by the Company for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Calculation Agent in reliance upon (i) the opinion or advice of counsel or (ii) written instructions from the Company. The Calculation Agent shall not be liable for any error resulting from the use of or reliance on a source of information used in good faith and with due care to calculate any interest rate hereunder. The provisions of this clause (a) shall survive the payment in full of the Notes and the resignation or removal of the Calculation Agent.

 

(b) In acting under this Supplemental Indenture, the Calculation Agent is acting solely as agent of the Company and does not assume any obligations to or relationship of agency or trust for or with any of the beneficial owners or Holders of the Notes.

 

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(c) The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon the terms of the Notes or this Supplemental Indenture or any notice, direction, certificate, affidavit, statement or other paper, document or communication reasonably believed by it to be genuine and to have been approved or signed by the proper party or parties.

 

(d) The Calculation Agent, its officers, directors, employees and shareholders may become the owners or pledgee of, or acquire any interest in, any Notes, with the same rights that it or they would have if it were not the Calculation Agent, and may engage or be interested in any financial or other transaction with the Company as freely as if it were not the Calculation Agent.

 

(e) Neither the Calculation Agent nor its officers, directors, employees, agents or attorneys shall be liable to the Company for any act or omission hereunder, or for any error of judgment made in good faith by it or them, except in the case of its or their willful misconduct or gross negligence.

 

(f) The Calculation Agent may consult with counsel of its selection and the advice of such counsel or any opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

 

(g) The Calculation Agent shall be obligated to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Supplemental Indenture against the Calculation Agent.

 

(h) Unless herein otherwise specifically provided, any order, certificate, notice, request, direction or other communication from the Company made or given by it under any provision of this Supplemental Indenture shall be sufficient if signed by any officer of the Company.

 

(i) The Calculation Agent may perform any duties hereunder either directly or by or through its agents or attorneys, and the Calculation Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

 

(j) The Company will not, without first obtaining the prior written consent of the Calculation Agent, make any change to this Supplemental Indenture or the Notes if such change would materially and adversely affect the Calculation Agent’s duties and obligations hereunder or thereunder.

 

(k) In no event shall the Calculation Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether it has been advised of the likelihood of such loss or damage and regardless of the form of action.

 

(l) In no event shall the Calculation Agent be responsible or liable for any failure or delay in the performance of its obligations under this Supplemental Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

 

(m) Under certain circumstances, the Calculation Agent may be required to determine the interest rates on the Notes on the basis of quotations received from banks or other financial institutions (the “Reference Banks”) selected by the Company for the purpose of quoting such rates. The Calculation Agent shall not be responsible to the Company or any third party for any failure of the Reference Banks to fulfill their duties or meet their obligations as Reference Banks or as a result of the Calculation Agent having acted (except in the event of gross negligence or willful misconduct) on any quotation or other information given by any Reference Bank which subsequently may be found to be incorrect.

 

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Section 2.04.          Qualifications. The Calculation Agent shall be authorized by law to perform all the duties imposed upon it by this Supplemental Indenture, and shall at all times have a capitalization of at least $50,000,000. The Calculation Agent may not be an affiliate of the Company.

 

Section 2.05.          Resignation and Removal. The Calculation Agent may at any time resign as Calculation Agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall never be earlier than 45 days after the receipt of such notice by the Company, unless the Company otherwise agrees in writing. The Calculation Agent may be removed at any time by the filing with it of any instrument in writing signed on behalf of the Company and specifying such removal and the date when it is intended to become effective. Such resignation or removal shall take effect upon the date of the appointment by the Company, as hereinafter provided, of a successor Calculation Agent. If within 30 days after notice of resignation or removal has been given, a successor Calculation Agent has not been appointed, the Calculation Agent may, at the expense of the Company, petition a court of competent jurisdiction to appoint a successor Calculation Agent. If at any time the Calculation Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Calculation Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency or for any other reason, then a successor Calculation Agent shall as soon as practicable be appointed by the Company by an instrument in writing filed with the predecessor Calculation Agent, the successor Calculation Agent and the Trustee. Upon the appointment of a successor Calculation Agent and acceptance by it of such appointment, the Calculation Agent so succeeded shall cease to be such Calculation Agent hereunder. Upon its resignation or removal, the Calculation Agent shall be entitled to the payment by the Company of its compensation, if any is owed to it, for services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses (including reasonable counsel fees) incurred in connection with the services rendered by it hereunder and to the payment of all other amounts owed to it hereunder.

 

Section 2.06.          Successors. Any successor Calculation Agent appointed hereunder shall execute and deliver to its predecessor, the Company and the Trustee an instrument accepting such appointment hereunder, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as such Calculation Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obliged to transfer and deliver, and such successor Calculation Agent shall be entitled to receive, copies of any relevant records maintained by such predecessor Calculation Agent.

 

Section 2.07.          Trustee Deemed Calculation Agent Upon Certain Circumstances. In the event that the Calculation Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Calculation Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency or for any other reason, and the Company shall not have made a timely appointment of a successor Calculation Agent, the Trustee, notwithstanding the provisions of this Article Two, shall be deemed to be the Calculation Agent for all purposes of this Supplemental Indenture until the appointment by the Company of the successor Calculation Agent.

 

Section 2.08.          Merger, Conversion, Consolidation, Sale or Transfer. Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party or to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its corporate trust assets or business shall, to the extent permitted by applicable law, be the successor Calculation Agent under this Supplemental Indenture without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion or consolidation or sale shall forthwith be given to the Company and the Trustee (if the Trustee is not then serving as the Calculation Agent).

 

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Section 2.09.          Notice. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the Calculation Agent shall be delivered in person, sent by letter or fax or communicated by telephone (subject, in the case of communication by telephone, to confirmation dispatched within 24 hours by letter or by fax) as follows:

 

The Bank of New York Mellon Trust Company, National Association

10161 Centurion Parkway N., 2nd Floor

Jacksonville, Florida 32256

Fax: (904) 645-1921

 

or to any other address of which the Calculation Agent shall have notified the Company and the Trustee (if the Trustee is not then serving as the Calculation Agent) in writing as herein provided.

 

The Calculation Agent agrees to accept and act upon instructions or directions pursuant to this Supplemental Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Calculation Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Calculation Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Calculation Agent in its discretion elects to act upon such instructions, the Calculation Agent’s understanding of such instructions shall be deemed controlling. The Calculation Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Calculation Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Calculation Agent including without limitation the risk of the Calculation Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties.

 

Section 2.10.          WAIVER OF JURY TRIAL. EACH OF THE COMPANY, THE CALCULATION AGENT AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

 

Section 2.11.          USA PATRIOT Act. In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering and the Customer Identification Program (“CIP”) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which the Calculation Agent must obtain, verify and record information that allows the Calculation Agent to identify customers (“Applicable Law”), the Calculation Agent is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Calculation Agent. Accordingly, the Company agrees to provide to the Calculation Agent upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Calculation Agent to comply with Applicable Law, including, but not limited to, information as to name, physical address, tax identification number and other information that will help the Calculation Agent to identify and verify such Corporation such as organizational documents, certificates of good standing, licenses to do business or other pertinent identifying information. The Company understands and agrees that the Calculation Agent cannot determine the interest rates on the Notes unless and until the Calculation Agent verifies the identities of the Company in accordance with its CIP.

 

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Section 2.12.          Calculation of Interest Rate for First Interest Period. The Calculation Agent, at the request of the Company, has determined, prior to the date of execution and delivery of this Supplemental Indenture, the interest rate for the initial Interest Period for the Notes. In connection with such determination, the Calculation Agent shall be entitled to the same rights, protections, exculpations and immunities otherwise available to it under this Supplemental Indenture.

 

Section 2.13.          FATCA. The Company agrees (i) to provide the Trustee with such reasonable tax information as it has in its possession to enable the Trustee to determine whether any payments pursuant to this Supplemental Indenture are subject to the withholding requirements described in Section 1471(b) of the US Internal Revenue Code of 1986 (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof (“FATCA”) and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments under this Supplemental Indenture to the extent necessary to comply with FATCA.

 

ARTICLE III

MISCELLANEOUS PROVISIONS

 

Section 3.01.          Recitals by the Company. The recitals in this Supplemental Indenture are made by the Company only and not by the Trustee or the Calculation Agent, and all of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and this Supplemental Indenture as fully and with like effect as if set forth herein in full.

 

Section 3.02.          Ratification and Incorporation of Original Indenture. As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

 

Section 3.03.          Executed in Counterparts. This Supplemental Indenture may be executed in several counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

 

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IN WITNESS WHEREOF, each party hereto has caused this instrument to be signed in its name and behalf by its duly authorized officer, all as of the day and year first above written.

 

 

  Duke Energy Florida, LLC
   
  By: /s/ John L. Sullivan, III
  Name:  John L. Sullivan, III
  Title: Assistant Treasurer
   
   
  The Bank of New York Mellon Trust Company, N.A., as Trustee and Calculation Agent
   
  By: /s/ Lawrence M. Kusch
  Name: Lawrence M. Kusch
  Title: Vice President

 

Signature Page to Second Supplemental Indenture

(Duke Energy Florida, LLC)

 

 

 

 

EXHIBIT A

 

FORM OF

series A floating rate Senior Note Due 2021

 

No. CUSIP No. 26444H AG6

 

DUKE ENERGY FLORIDA, LLC

series a floating rate Senior Note Due 2021

 

Principal Amount:  $

 

Regular Record Date:  [Close of business on the business day immediately preceding such Interest Payment Date so long as all of the Notes remain in book-entry only form] [Close of business on the 15th calendar day immediately preceding such Interest Payment Date (whether or not a Business Day) if any of the Notes do not remain in book-entry only form]

 

Original Issue Date:  November 26, 2019

 

Stated Maturity: November 26, 2021

 

Interest Payment Dates:  Quarterly on February 26, May 26, August 26 and November 26 of each year, commencing on February 26, 2020

 

Interest Rate: Floating per annum rate reset quarterly based on LIBOR plus 25 basis points.

 

Authorized Denomination:  $2,000 or any integral multiple of $1,000 in excess thereof

 

Duke Energy Florida, LLC, a limited liability company of the State of Florida (the “Company”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to                               , or registered assigns, the principal sum of                                                      DOLLARS ($                        ) on the Stated Maturity shown above and to pay interest thereon from the Original Issue Date shown above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on each Interest Payment Date as specified above, commencing on February 26, 2020 and on the Stated Maturity at the rate per annum described below until the principal hereof is paid or made available for payment and at such rate on any overdue principal and on any overdue installment of interest.  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date (other than an Interest Payment Date that is the Stated Maturity) will, as provided in the Indenture, be paid to the Person in whose name this Series A Floating Rate Senior Note due 2021 (this “Security”) is registered on the Regular Record Date as specified above next preceding such Interest Payment Date; provided that any interest payable at Stated Maturity will be paid to the Person to whom principal is payable.  Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Securities shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture.

 

A-1

 

 

Interest on this Security shall be computed and paid on the basis of the actual number of days elapsed over a 360-day year consisting of twelve 30-day months and will accrue from November 26, 2019 or from the most recent Interest Payment Date to which interest has been paid or duly provided for.  In the event that any Interest Payment Date (other than the Interest Payment Date that is the Stated Maturity) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business Day, unless the next succeeding Business Day is in the next succeeding calendar month, in which case, such Interest Payment Date shall be the immediately preceding Business Day. In the event that the Stated Maturity is not a Business Day, then the payment of the principal and interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable.  “Business Day” means any day other than a Saturday or Sunday that is neither a Legal Holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close, or a day on which the Corporate Trust Office is closed for business.  “Legal Holiday” means any day that is a legal holiday in New York, New York.

 

This Security will bear interest for each quarterly Interest Period at a per annum rate determined by the Calculation Agent. The interest rate applicable during each quarterly Interest Period will be equal to LIBOR on the Interest Determination Date for such Interest Period plus 25 basis points. Promptly upon such determination, the Calculation Agent will notify the Company and the Trustee, if the Trustee is not then serving as the Calculation Agent, of the interest rate for the new Interest Period. The interest rate determined by the Calculation Agent, absent manifest error, shall be binding and conclusive upon the beneficial owners and Holders of this Security, the Company and the Trustee.

 

Upon the request of a Holder of this Security, the Calculation Agent will provide to such Holder the interest rate in effect on the date of such request and, if determined, the interest rate for the next Interest Period.

 

The accrued interest on this Security for any period is calculated by multiplying the principal amount of this Security by an accrued interest factor. The accrued interest factor is computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor (expressed as a decimal rounded upwards if necessary) is computed by dividing the interest rate (expressed as a decimal rounded upwards if necessary) applicable to such date by 360.

 

All percentages resulting from any calculation of the interest rate on this Security will be rounded, if necessary, to the nearest one-hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 0.567845% (or .00567845) being rounded to 0.56785% (or .0056785) and 0.567844% (or .00567844) being rounded to 0.56784% (or .0056784)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upwards).

 

For purposes of this Security, except as otherwise expressly provided or unless the context otherwise requires:

 

“BBAM” means the display that appears on Bloomberg L.P.’s page “BBAM” or any page as may replace such page on such service (or any successor service) for the purpose of displaying the London Interbank Offered rate for U.S. dollar deposits.

 

“Calculation Agent” means The Bank of New York Mellon Trust Company, N.A., as appointed pursuant to Section 2.01 of the Second Supplemental Indenture, dated as of the date hereof, among the Company, the Trustee and the Calculation Agent, or such calculation agent’s successor appointed by the Company pursuant to Article Two of such supplemental indenture, acting as calculation agent.

 

A-2

 

 

“Interest Determination Date” means the second London Business Day immediately preceding the first day of the relevant Interest Period.

 

“Interest Period” means the period commencing on an Interest Payment Date for this Security (or, with respect to the initial Interest Period only, commencing on the Original Issue Date for this Security) and ending on the day before the next succeeding Interest Payment Date for this Security.

 

“LIBOR” means, with respect to any Interest Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period commencing on the first day of that Interest Period and ending on the next Interest Payment Date for this Security that appears on Bloomberg L.P.’s page “BBAM” and, if such page is not available, from the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the Interest Determination Date for that Interest Period, provided that:

 

(1) If such rate does not appear on BBAM or the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the Interest Determination Date for that Interest Period, except as provided in clause (2) below, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for the Interest Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market, which may include affiliates of one or more of the underwriters of this Security, selected by the Company, at approximately 11:00 a.m., London time, on the Interest Determination Date for that Interest Period. The Company will request the principal London office of each such bank to provide a quotation of its rate to the Calculation Agent. If at least two such quotations are provided, LIBOR with respect to that Interest Period will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR with respect to that Interest Period will be the arithmetic mean of the rates quoted by three major banks in New York City, which may include affiliates of one or more of the underwriters of this Security, selected by the Company, at approximately 11:00 a.m., New York City time, on the Interest Determination Date for that Interest Period for loans in U.S. dollars to leading European banks for that Interest Period and in a principal amount of not less than $1,000,000. The Company will request the principal New York City office of each such bank to provide a quotation of its rate to the Calculation Agent. However, if fewer than three banks selected by the Company to provide quotations are quoting as described above, LIBOR for that Interest Period will be the same as LIBOR as determined for the previous Interest Period.

 

(2) Notwithstanding the foregoing, if the Company determines on the relevant Interest Determination Date that LIBOR for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000 has been permanently discontinued, or the reference to LIBOR becomes illegal, or most other debt obligations similar to this Security have converted away from LIBOR to a new reference rate, the Calculation Agent will use, as directed in writing by the Company, as a substitute for LIBOR and for each future Interest Determination Date, the alternative reference rate selected by the central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with accepted market practice (the “Alternative Rate”). As part of such substitution, the Calculation Agent will, as directed in writing by the Company, make such adjustments to the Alternative Rate and the spread thereon to account for the basis between LIBOR and the Alternative Rate, as well as the business day convention, Interest Determination Dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such Alternative Rate for debt obligations such as this Security (“Adjustments”). If the Company determines that there is no clear market consensus as to whether any rate has replaced LIBOR in customary market usage, the Company may appoint in its sole discretion an independent financial advisor (the “IFA”) to determine an appropriate Alternative Rate and any Adjustments, and the decision of the IFA will be binding on the Company, the Calculation Agent, the Trustee and the Holders of this Security. If, however, the Company determines that LIBOR has been discontinued, but for any reason an Alternative Rate has not been determined, LIBOR will be equal to such rate on the Interest Determination Date when LIBOR for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000 was last available on BBAM and, if such page is not available from the Reuters LIBOR01 Page, or such other comparable publicly available service for displaying offered rates for deposits in U.S. dollars in the London interbank market as may be selected by the Company. In no event shall the Calculation Agent be responsible for determining any substitute for LIBOR, or for making any Adjustments. In connection with the foregoing, the Calculation Agent will be entitled to conclusively rely on any determinations made by the Company and will have no liability for such actions taken at the Company’s direction.

 

A-3

 

 

“London Business Day” means a day that is a Business Day and a day on which dealings in deposits in U.S. dollars are transacted, or with respect to any future date are expected to be transacted, in the London Interbank Market.

 

“Reuters LIBOR01 Page” means the display designated as Reuters LIBOR01 on the Reuters 3000 Xtra (or such other page as may replace the Reuters LIBOR01 Page on that service, or such other service as may be nominated for the purpose of displaying rates or prices comparable to the London Interbank Offered rate for U.S. dollar deposits by ICE Benchmark Administration Limited (“IBA”) or its successor or such other entity assuming the responsibility of IBA or its successor in calculating the London Interbank Offered rate in the event IBA or its successor no longer does so).

 

Payment of principal of and interest on the Securities of this series shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  Payments of principal of and interest on the Securities of this series represented by a Global Security shall be made by wire transfer of immediately available funds to the Holder of such Global Security.  If any of the Securities of this series are no longer represented by a Global Security, (i) payments of principal and interest due at the Stated Maturity of such Securities shall be made at the office of the Paying Agent upon surrender of such Securities to the Paying Agent, and (ii) payments of interest shall be made, at the option of the Company, subject to such surrender where applicable, by (A) check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (B) wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

 

The Securities of this series shall not be subject to redemption prior to the Stated Maturity.

 

The Securities of this series shall not have a sinking fund.

 

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

 

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

A-4

 

 

 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed as of November 26, 2019.

 

  Duke Energy Florida, LLC
   
  By:  
  Name:
  Title:

 

A-5

 

 

CERTIFICATE OF AUTHENTICATION

 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

Dated:   The Bank of New York Mellon Trust Company, N.A., as Trustee
     
    By:                                
      Authorized Signatory

 

A-6

 

 

(Reverse Side of Security)

 

This Series A Floating Rate Senior Note due 2021 is one of a duly authorized issue of Debt Securities of the Company (the “Securities”), issued and issuable in one or more series under an Indenture, dated as of December 7, 2005, as supplemented (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., (successor to J.P. Morgan Trust Company, National Association), as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities issued thereunder and of the terms upon which said Securities are, and are to be, authenticated and delivered.  This Security is one of the series designated on the face hereof as Series A Floating Rate Senior Notes due 2021 initially in the aggregate principal amount of $200,000,000.  Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture.

 

If an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.

 

The Securities are unsecured and unsubordinated obligations of the Company and rank equally with all of the Company’s other unsecured and unsubordinated indebtedness from time to time outstanding. The Company may, from time to time, without the consent of the Holder of this Security, provide for the issuance of Securities or other Debt Securities under the Indenture in addition to this Security.

 

The Indenture permits, in certain circumstances therein specified, the amendment thereof without the consent of the Holders of any of the Debt Securities. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations under the Indenture of the Company and the rights of Holders of the Debt Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a specified percentage in aggregate principal amount of the Debt Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a specified percentage in aggregate principal amount of the Debt Securities of each series at the time Outstanding, on behalf of the Holders of all the Debt Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

 

As provided in and subject to the provisions of the Indenture, a Holder of Debt Securities shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Debt Securities of this series, the Holders of not less than a specified percentage in aggregate principal amount of the Debt Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Debt Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

 

A-7

 

 

No reference herein to the Indenture and no provision of this Security, subject to the provisions for satisfaction and discharge in Article Seven of the Indenture, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 

The Indenture permits the Company, by irrevocably depositing, in amounts and maturities sufficient to pay and discharge at the Stated Maturity the entire indebtedness on all Outstanding Debt Securities, cash or Government Obligations with the Trustee in trust solely for the benefit of the Holders of all Outstanding Debt Securities, to defease the Indenture with respect to such Debt Securities, and upon such deposit the Company shall be deemed to have paid and discharged its entire indebtedness on such Debt Securities. Thereafter, Holders would be able to look only to such trust fund for payment of principal and interest at the Stated Maturity.

 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Debt Security Register, upon surrender of this Security for registration of transfer at the Corporate Trust Office of the Trustee or at such other offices or agencies of the Trustee from time to time designated for such purpose, or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Debt Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations for the same aggregate principal amount, shall be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

 

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.  As provided in the Indenture and subject to the limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same upon surrender of the Security or Securities to be exchanged at the office or agency of the Company.

 

All undefined terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

 

This Security shall be governed by, and construed in accordance with, the laws of the State of New York.

 

A-8

 

 

ABBREVIATIONS

 

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM — as tenants in common  

UNIF GIFT MIN ACT -

______Custodian ______

(Cust)                  (Minor)

     
TEN ENT — as tenants by the entireties    
     
     
JT TEN — as joint tenants with rights of survivorship and not as tenants in common    

under Uniform Gifts to Minors Act

____________________

(State)

 

Additional abbreviations may also be used though not on the above list.

 

FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto (please insert Social Security or other identifying number of assignee)

 

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE

 

the within Security and all rights thereunder, hereby irrevocably constituting and appointing                      agent to transfer said Security on the books of the Company, with full power of substitution in the premises.

 

Dated: _____________________________________________________  
   
  NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatever.
   
  Signature
  Guarantee:  

  

A-9

 

 

SIGNATURE GUARANTEE

 

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

 

A-10

 

 

EXHIBIT B

 

CERTIFICATE OF AUTHENTICATION

 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

Dated: The Bank of New York Mellon Trust Company, N.A., as Trustee
     
  By:                        
  Authorized Signatory

  

B-1

 

Exhibit 5.1

 

DUKE ENERGY BUSINESS SERVICES LLC

526 South Church Street

Charlotte, North Carolina 28202

 

 

November 26, 2019

 

Duke Energy Florida, LLC

299 First Avenue North

St. Petersburg, Florida 33701

 

Re: Duke Energy Florida, LLC $700,000,000 aggregate principal amount of First Mortgage Bonds, 2.50% Series due 2029 and $200,000,000 aggregate principal amount of Series A Floating Rate Senior Notes due 2021

 

Ladies and Gentlemen:

 

I am Deputy General Counsel of Duke Energy Business Services LLC, the service company affiliate of Duke Energy Florida, LLC, a Florida limited liability company (the “Company”), and in such capacity I have acted as counsel to the Company in connection with the public offering of (i) $700,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 2.50% Series due 2029 (the “Bonds”), to be issued under an Indenture (the “Original Mortgage”), dated as of January 1, 1944, with The Bank of New York Mellon, as successor Trustee (the “Mortgage Trustee”), as heretofore supplemented and amended and as further supplemented by the Fifty-Sixth Supplemental Indenture, dated as of November 1, 2019 (the “Fifty-Sixth Supplemental Indenture”) (as so amended and supplemented, the “Mortgage”) and (ii) $200,000,000 aggregate principal amount of the Company’s Series A Floating Rate Senior Notes due 2021 (the “Notes”), to be issued pursuant to an Indenture (For Debt Securities) (the “Original Indenture”), dated as of December 7, 2005, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor Trustee (the “Indenture Trustee”), as supplemented from time to time, including by the Second Supplemental Indenture, dated as of November 26, 2019 (the “Second Supplemental Indenture”) (as so supplemented, the “Indenture”). On November 21, 2019, the Company entered into (i) an Underwriting Agreement (the “Bonds Underwriting Agreement”) with BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (the “Bonds Underwriters”), relating to the sale by the Company to the Bonds Underwriters of the Bonds and (ii) an Underwriting Agreement (the “Notes Underwriting Agreement”) with PNC Capital Markets LLC, CastleOak Securities, L.P., Great Pacific Securities, Samuel A. Ramirez & Company, Inc., C.L. King & Associates, Inc. and Drexel Hamilton, LLC, as representatives of the several underwriters named therein (the “Notes Underwriters”), relating to the sale by the Company to the Notes Underwriters of the Notes.

 

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “1933 Act”).

 

I am a member of the bar of the State of North Carolina and my opinions set forth herein are limited to the laws of the State of New York and the State of Florida. I do not express any opinion with respect to the laws of any other jurisdiction, or as to the effect thereof on the opinions herein stated. In rendering the opinions set forth herein, with respect to matters of Florida law, I have relied on the opinion letter of Dianne M. Triplett, Esq., Deputy General Counsel of Duke Energy Business Services LLC, the service company affiliate of the Company, attached hereto as Annex I. The Mortgage and the form of Bonds do not include provisions specifying the governing law. For purposes of my opinions, I have assumed that the Mortgage and the Bonds are governed exclusively by the laws of the State of Florida.

 

 

 

Duke Energy Florida, LLC

 

Page 2 of 8

 

In connection with this opinion letter, I or attorneys under my supervision (with whom I have consulted) have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of:

 

(a) the registration statement on Form S-3 (File No. 333-233896-05) of the Company filed on September 23, 2019 with the Securities and Exchange Commission (the “Commission”) under the 1933 Act, allowing for delayed offerings pursuant to Rule 415 under the 1933 Act and the information deemed to be a part of such registration statement as of the date hereof pursuant to Rule 430B of the rules and regulations under the 1933 Act (the “1933 Act Regulations”) and the information incorporated or deemed to be incorporated by reference in such registration statement pursuant to Item 12 of Form S-3 under the 1933 Act (such registration statement, effective upon filing with the Commission on September 23, 2019 pursuant to Rule 462(e) of the 1933 Act Regulations, being hereinafter referred to as the “Registration Statement”);

 

(b) the prospectus, dated September 23, 2019, including the information incorporated or deemed to be incorporated by reference therein, which forms a part of and is included in the Registration Statement in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

 

(c) the preliminary prospectus supplement, dated November 21, 2019, including the information incorporated or deemed to be incorporated by reference therein, relating to the offering of the Bonds in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

 

(d) the preliminary prospectus supplement, dated November 21, 2019, including the information incorporated or deemed to be incorporated by reference therein, relating to the offering of the Notes in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

 

(e) the prospectus supplement, dated November 21, 2019, including the information incorporated or deemed to be incorporated by reference therein (the “Bonds Prospectus Supplement”), relating to the offering of the Bonds in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

 

(f) the prospectus supplement, dated November 21, 2019, including the information incorporated or deemed to be incorporated by reference therein (the “Notes Prospectus Supplement”), relating to the offering of the Notes in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

 

(g) the Issuer Free Writing Prospectus relating to the offering of the Bonds filed with the Commission on November 21, 2019 pursuant to Rule 433(d) of the 1933 Act Regulations and Section 5(e) of the Underwriting Agreement;

 

(h) the Issuer Free Writing Prospectus relating to the offering of the Notes filed with the Commission on November 21, 2019 pursuant to Rule 433(d) of the 1933 Act Regulations and Section 5(e) of the Underwriting Agreement;

 

(i) an executed copy of the Bonds Underwriting Agreement;

 

(j) an executed copy of the Notes Underwriting Agreement;

 

(k) an executed copy of the Mortgage, including the Fifty-Sixth Supplemental Indenture;

 

(l) an executed copy of the Indenture, including the Second Supplemental Indenture;

 

(m) a specimen of the Bonds;

 

(n) a specimen of the Notes;

 

 

 

Duke Energy Florida, LLC

 

Page 3 of 8

 

(o) the Articles of Organization of the Company, effective August 1, 2015;

 

(p) the Limited Liability Company Operating Agreement of the Company, dated as of August 1, 2015;

 

(q) resolutions of the Board of Directors of the Company (the “Board of Directors”), adopted at a meeting of the Board of Directors on February 23, 1944, authorizing, among other things, the Original Mortgage;

 

(r) resolutions of the Board of Directors, adopted at a meeting of the Board of Directors on July 22, 1993, establishing and appointing the First Mortgage Bond Indenture Committee;

 

(s) resolutions of the Board of Directors, adopted at a meeting of the Board of Directors on June 20, 2011, reestablishing the conditions upon which the First Mortgage Bond Indenture Committee may authorize the issuance and sale of the Company’s first mortgage bonds, among other matters;

 

(t) resolutions of the Board of Directors, adopted by unanimous written consent effective November 8, 2012, reappointing the First Mortgage Bond Indenture Committee, among other matters;

 

(u) resolutions of the Board of Directors, adopted by unanimous written consent effective May 21, 2014, further reappointing the First Mortgage Bond Indenture Committee;

 

(v) resolutions of the Board of Directors, adopted by unanimous written consent effective September 16, 2016, further reappointing the First Mortgage Bond Indenture Committee;

 

(w) resolutions of the Board of Directors, adopted by unanimous written consent effective September 16, 2019, authorizing the filing of the Registration Statement and the issuance of the Company’s securities and further reappointing the First Mortgage Bond Indenture Committee of the Board of Directors, among other matters;

 

(x) the written consent of the First Mortgage Bond Indenture Committee of the Board of Directors, effective November 21, 2019, acting pursuant to specific delegation made and authorization given by the Board of Directors on July 22, 1993, June 20, 2011, November 8, 2012, May 21, 2014, September 16, 2016 and September 16, 2019, relating to the offering of the Bonds;

 

(y) resolutions of the Securities Pricing Committee of the Board of Directors, adopted at a meeting held on December 7, 2005, authorizing, among other things, the Original Indenture;

 

(z) the written consent of the Assistant Treasurer of the Company, effective November 21, 2019, acting pursuant to specific delegation made and authorization given by the Board of Directors on September 16, 2019, relating to the offering of the Notes; and

 

(aa) a good standing certificate of the Company issued by the Secretary of State of the State of Florida on November 21, 2019.

 

I or attorneys under my supervision (with whom I have consulted) have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements and certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as I or attorneys under my supervision (with whom I have consulted) have deemed necessary or appropriate as a basis for the opinions set forth below.

 

In my examination, I or attorneys under my supervision (with whom I have consulted) have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity of such copies. In making my examination of executed documents or documents to be executed, I have assumed that the parties thereto, other than the Company, had the power or will have the power, limited liability company or other, to enter into and perform all obligations thereunder and I have also assumed the due authorization by all requisite action, limited liability company or other, and the execution and delivery by such parties of such documents and, except to the extent expressly set forth below, the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein which were not independently established or verified, I or attorneys under my supervision (with whom I have consulted) have relied upon oral or written statements and representations of officers and other representatives of the Company and others and of public officials.

 

 

 

Duke Energy Florida, LLC

 

Page 4 of 8

 

The opinions set forth below are subject to the following further qualifications, assumptions and limitations:

 

(i) the validity or enforcement of any agreements or instruments may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting mortgagees’ (in the case of the Bonds) and other creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); and

 

(ii) I do not express any opinion as to the applicability or effect of any fraudulent transfer, preference or similar law on any agreements or instruments or any transactions contemplated thereby.

 

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that:

 

(i) the Bonds have been duly authorized and executed by the Company, and that when duly authenticated by the Mortgage Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Bonds Underwriting Agreement and the Mortgage, the Bonds will constitute valid and binding obligations of the Company entitled to the benefits of the Mortgage and enforceable against the Company in accordance with their terms; and

 

(ii) the Notes have been duly authorized and executed by the Company, and that when duly authenticated by the Indenture Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Notes Underwriting Agreement and the Indenture, the Notes will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms.

 

I hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement through incorporation by reference of a current report on Form 8-K. I also hereby consent to the use of my name under the heading “Legal Matters” in each of the Bonds Prospectus Supplement and the Notes Prospectus Supplement. In giving this consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Commission promulgated thereunder. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and I disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

 

Very truly yours,
   
/s/ Robert T. Lucas III
Robert T. Lucas III, Esq.
 

 

 

 

Annex I

 

DUKE ENERGY BUSINESS SERVICES LLC

526 South Church Street

Charlotte, North Carolina 28202

 

November 26, 2019

 

Robert T. Lucas III, Esq.

550 S. Tryon Street

Charlotte, North Carolina 28202

 

Re: Duke Energy Florida, LLC $700,000,000 aggregate principal amount of First Mortgage Bonds, 2.50% Series due 2029 and $200,000,000 aggregate principal amount of Series A Floating Rate Senior Notes due 2021

 

Dear Mr. Lucas:

 

I am Deputy General Counsel of Duke Energy Business Services LLC, the service company affiliate of Duke Energy Florida, LLC, a Florida limited liability company (the “Company”), and in such capacity I have acted as counsel to the Company in connection with the public offering of (i) $700,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 2.50% Series due 2029 (the “Bonds”), to be issued under an Indenture (the “Original Mortgage”), dated as of January 1, 1944, with The Bank of New York Mellon, as successor Trustee (the “Mortgage Trustee”), as heretofore supplemented and amended and as further supplemented by the Fifty-Sixth Supplemental Indenture, dated as of November 1, 2019 (the “Fifty-Sixth Supplemental Indenture”) (as so amended and supplemented, the “Mortgage”) and (ii) $200,000,000 aggregate principal amount of the Company’s Series A Floating Rate Senior Notes due 2021 (the “Notes”), to be issued pursuant to an Indenture (For Debt Securities) (the “Original Indenture”), dated as of December 7, 2005, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor Trustee, as supplemented from time to time, including by the Second Supplemental Indenture, dated as of November 26, 2019 (the “Second Supplemental Indenture”) (as so supplemented, the “Indenture”). On November 21, 2019, the Company entered into (i) an Underwriting Agreement (the “Bonds Underwriting Agreement”) with BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (the “Bonds Underwriters”), relating to the sale by the Company to the Bonds Underwriters of the Bonds and (ii) an Underwriting Agreement (the “Notes Underwriting Agreement”) with PNC Capital Markets LLC, CastleOak Securities, L.P., Great Pacific Securities, Samuel A. Ramirez & Company, Inc., C.L. King & Associates, Inc. and Drexel Hamilton, LLC, as representatives of the several underwriters named therein (the “Notes Underwriters”), relating to the sale by the Company to the Notes Underwriters of the Notes.

 

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “1933 Act”).

 

I am a member of the bar of the State of Florida and my opinions set forth herein are limited to the laws of the State of Florida. I do not express any opinion with respect to the laws of any other jurisdiction, or as to the effect thereof on the opinions herein stated. The Mortgage and the form of Bonds do not include provisions specifying the governing law. For purposes of my opinions, I have assumed that the Mortgage and the Bonds are governed exclusively by the laws of the State of Florida.

 

In connection with this opinion letter, I or attorneys under my supervision (with whom I have consulted) have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of:

 

(a) the registration statement on Form S-3 (File No. 333-233896-05) of the Company filed on September 23, 2019 with the Securities and Exchange Commission (the “Commission”) under the 1933 Act, allowing for delayed offerings pursuant to Rule 415 under the 1933 Act and the information deemed to be a part of such registration statement as of the date hereof pursuant to Rule 430B of the rules and regulations under the 1933 Act (the “1933 Act Regulations”) and the information incorporated or deemed to be incorporated by reference in such registration statement pursuant to Item 12 of Form S-3 under the 1933 Act (such registration statement, effective upon filing with the Commission on September 23, 2019 pursuant to Rule 462(e) of the 1933 Act Regulations, being hereinafter referred to as the “Registration Statement”);

 

 

 

Duke Energy Florida, LLC

 

Page 6 of 8

 

(b) the prospectus, dated September 23, 2019, including the information incorporated or deemed to be incorporated by reference therein, which forms a part of and is included in the Registration Statement in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

 

(c) the preliminary prospectus supplement, dated November 21, 2019, including the information incorporated or deemed to be incorporated by reference therein, relating to the offering of the Bonds in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

 

(d) the preliminary prospectus supplement, dated November 21, 2019, including the information incorporated or deemed to be incorporated by reference therein, relating to the offering of the Notes in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

 

(e) the prospectus supplement, dated November 21, 2019, including the information incorporated or deemed to be incorporated by reference therein, relating to the offering of the Bonds in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

 

(f) the prospectus supplement, dated November 21, 2019, including the information incorporated or deemed to be incorporated by reference therein, relating to the offering of the Notes in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

 

(g) the Issuer Free Writing Prospectus relating to the offering of the Bonds filed with the Commission on November 21, 2019 pursuant to Rule 433(d) of the 1933 Act Regulations and Section 5(e) of the Underwriting Agreement;

 

(h) the Issuer Free Writing Prospectus relating to the offering of the Notes filed with the Commission on November 21, 2019 pursuant to Rule 433(d) of the 1933 Act Regulations and Section 5(e) of the Underwriting Agreement;

 

(i) an executed copy of the Bonds Underwriting Agreement;

 

(j) an executed copy of the Notes Underwriting Agreement;

 

(k) an executed copy of the Mortgage, including the Fifty-Sixth Supplemental Indenture;

 

(l) an executed copy of the Indenture, including the Second Supplemental Indenture;

 

(m) a specimen of the Bonds;

 

(n) a specimen of the Notes;

 

(o) the Articles of Organization of the Company, effective August 1, 2015;

 

(p) the Limited Liability Company Operating Agreement of the Company, dated as of August 1, 2015;

 

 

 

Duke Energy Florida, LLC

 

Page 7 of 8

 

 

(q) resolutions of the Board of Directors of the Company (the “Board of Directors”), adopted at a meeting of the Board of Directors on February 23, 1944, authorizing, among other things, the Original Mortgage;

 

(r) resolutions of the Board of Directors, adopted at a meeting of the Board of Directors on July 22, 1993, establishing and appointing the First Mortgage Bond Indenture Committee;

 

(s) resolutions of the Board of Directors, adopted at a meeting of the Board of Directors on June 20, 2011, reestablishing the conditions upon which the First Mortgage Bond Indenture Committee may authorize the issuance and sale of the Company’s first mortgage bonds, among other matters;

 

(t) resolutions of the Board of Directors, adopted by unanimous written consent effective November 8, 2012, reappointing the First Mortgage Bond Indenture Committee, among other matters;

 

(u) resolutions of the Board of Directors, adopted by unanimous written consent effective May 21, 2014, further reappointing the First Mortgage Bond Indenture Committee;

 

(v) resolutions of the Board of Directors, adopted by unanimous written consent effective September 16, 2016, further reappointing the First Mortgage Bond Indenture Committee;

 

(w) resolutions of the Board of Directors, adopted by unanimous written consent effective September 16, 2019, authorizing the filing of the Registration Statement and the issuance of the Company’s securities and further reappointing the First Mortgage Bond Indenture Committee of the Board of Directors, among other matters;

 

(x) the written consent of the First Mortgage Bond Indenture Committee of the Board of Directors, effective November 21, 2019, acting pursuant to specific delegation made and authorization given by the Board of Directors on July 22, 1993, June 20, 2011, November 8, 2012, May 21, 2014, September 16, 2016 and September 16, 2019, relating to the offering of the Bonds;

 

(y) resolutions of the Securities Pricing Committee of the Board of Directors, adopted at a meeting held on December 7, 2005, authorizing, among other things, the Original Indenture;

 

(z) the written consent of the Assistant Treasurer of the Company, effective November 21, 2019, acting pursuant to specific delegation made and authorization given by the Board of Directors on September 16, 2019, relating to the offering of the Notes; and

 

(aa) a good standing certificate of the Company issued by the Secretary of State of the State of Florida on November 21, 2019.

 

I or attorneys under my supervision (with whom I have consulted) have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements and certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as I or attorneys under my supervision (with whom I have consulted) have deemed necessary or appropriate as a basis for the opinions set forth below.

 

In my examination, I or attorneys under my supervision (with whom I have consulted) have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity of such copies. In making my examination of executed documents or documents to be executed, I have assumed that the parties thereto, other than the Company, had the power or will have the power, limited liability company or other, to enter into and perform all obligations thereunder and I have also assumed the due authorization by all requisite action, limited liability company or other, and the execution and delivery by such parties of such documents and, except to the extent expressly set forth below, the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein which were not independently established or verified, I or attorneys under my supervision (with whom I have consulted) have relied upon oral or written statements and representations of officers and other representatives of the Company and others and of public officials.

 

 

 

Duke Energy Florida, LLC

 

Page 8 of 8

 

The opinions set forth below are subject to the following further qualifications, assumptions and limitations:

 

(i) the validity or enforcement of any agreements or instruments may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting mortgagees’ and other creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); and

 

(ii) I do not express any opinion as to the applicability or effect of any fraudulent transfer, preference or similar law on any agreements or instruments or any transactions contemplated thereby.

 

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that:

 

(i) the Bonds have been duly authorized and executed by the Company, and that when duly authenticated by the Mortgage Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Bonds Underwriting Agreement and the Mortgage, the Bonds will constitute valid and binding obligations of the Company entitled to the benefits of the Mortgage and enforceable against the Company in accordance with their terms; and

 

(ii) the Notes have been duly authorized and executed by the Company.

 

This opinion letter is furnished for your benefit in connection with your rendering an opinion letter to the Company to be filed as an exhibit to the Registration Statement through incorporation by reference of a current report on Form 8-K, and I hereby consent to your attaching this opinion letter as an annex to such opinion letter. In giving this consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Commission promulgated thereunder. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and I disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

 

Very truly yours,
   
/s/ Dianne M. Triplett
Dianne M. Triplett, Esq.

 

Exhibit 99.1

 

Execution Version 

 

DUKE ENERGY FLORIDA, LLC

FIRST MORTGAGE BONDS,

$700,000,000 2.50% SERIES DUE 2029

UNDERWRITING AGREEMENT

 

November 21, 2019

 

BNP Paribas Securities Corp.

MUFG Securities Americas Inc.

RBC Capital Markets, LLC

SMBC Nikko Securities America, Inc.

TD Securities (USA) LLC

U.S. Bancorp Investments, Inc.

 

As Representatives of the several Underwriters

 

c/o RBC Capital Markets, LLC

200 Vesey Street

New York, New York 10281

 

Ladies and Gentlemen:

 

Introductory. DUKE ENERGY FLORIDA, LLC, a Florida limited liability company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell $700,000,000 aggregate principal amount of First Mortgage Bonds, 2.50% Series due 2029 (the “Bonds”), to be issued under and secured by its Indenture, dated as of January 1, 1944 (the “Original Mortgage”), between the Company and The Bank of New York Mellon, as successor trustee (the “Trustee”), as amended and supplemented by various supplemental indentures, including the Fifty-Sixth Supplemental Indenture, to be dated as of November 1, 2019 (the “Supplemental Indenture”) (the Original Mortgage, as so amended and supplemented, being hereinafter called the “Mortgage”). BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc. (the “Representatives”) are acting as representatives of the several underwriters named in Schedule A hereto (together with the Representatives, the “Underwriters”). The Company understands that the several Underwriters propose to offer the Bonds for sale upon the terms and conditions contemplated by (i) this Agreement and (ii) the Base Prospectus, the Preliminary Prospectus and any Permitted Free Writing Prospectus (each as defined below) issued at or prior to the Applicable Time (as defined below) (the documents referred to in the foregoing subclause (ii) are referred to herein as the “Pricing Disclosure Package”).

 

 

 

1.      Representations and Warranties of the Company. As of the date hereof, as of the Applicable Time (as defined below) and as of the Closing Date (as defined below) the Company represents and warrants to, and agrees with, the several Underwriters that:

 

(a) A registration statement (No. 333-233896-05), including a prospectus, relating to the Bonds and certain other securities has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). Such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to you, became effective upon filing with the Commission pursuant to Rule 462 of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”), and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act has been initiated or threatened by the Commission (if prepared, any preliminary prospectus supplement specifically relating to the Bonds immediately prior to the Applicable Time included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations being hereinafter called a “Preliminary Prospectus”); the term “Registration Statement” means the registration statement as deemed revised pursuant to Rule 430B(f)(1) of the 1933 Act Regulations on the date of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act, as such section applies to the Company and the Underwriters for the Bonds pursuant to Rule 430B(f)(2) of the 1933 Act Regulations (the “Effective Date”), including all exhibits thereto and including the documents incorporated by reference in the prospectus contained in the Registration Statement at the time such part of the Registration Statement became effective; the term “Base Prospectus” means the prospectus filed with the Commission on the date hereof by the Company; and the term “Prospectus” means the Base Prospectus together with the prospectus supplement specifically relating to the Bonds prepared in accordance with the provisions of Rule 430B and promptly filed after execution and delivery of this Agreement pursuant to Rule 430B or Rule 424(b) of the 1933 Act Regulations; any information included in such Prospectus that was omitted from the Registration Statement at the time it became effective but that is deemed to be a part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information;” and any reference herein to the Registration Statement, Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, prior to the date hereof; any reference to any amendment or supplement to any Preliminary Prospectus or Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. For purposes of this Agreement, the term “Applicable Time” means 3:20 p.m. (New York City time) on the date hereof.

 

2

 

 

(b) The Registration Statement, the Permitted Free Writing Prospectus specified on Schedule B hereto, the Preliminary Prospectus and the Prospectus conform, and any amendments or supplements thereto will conform, in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations; and (A) the Registration Statement, as of its original effective date, as of the date of any amendment, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, and at the Closing Date, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) (i) the Pricing Disclosure Package, as of the Applicable Time, did not, (ii) the Prospectus and any amendment or supplement thereto, as of their dates, will not, and (iii) the Prospectus as of the Closing Date will not, include any 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, except that the Company makes no warranty or representation to the Underwriters with respect to any statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters specifically for use in the Registration Statement, the Permitted Free Writing Prospectus, the Preliminary Prospectus or the Prospectus.

 

(c) Any Permitted Free Writing Prospectus specified on Schedule B hereto as of its issue date and at all subsequent times through the completion of the public offer and sale of the Bonds or until any earlier date that the Company notified or notifies the Underwriters pursuant to Section 5(f) hereof did not, does not and will not include any information that conflicts with the information (not superseded or modified as of the Effective Date) contained in the Registration Statement, any Preliminary Prospectus or the Prospectus.

 

(d) At the earliest time the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Bonds, the Company was not an “ineligible issuer” as defined in Rule 405 of the 1933 Act Regulations. The Company is, and was at the time of the initial filing of the Registration Statement, eligible to use Form S-3 under the 1933 Act.

 

(e) The documents and interactive data in eXtensible Business Reporting Language (“XBRL”) incorporated or deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time they were filed or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”), and, when read together with the other information in the Prospectus, (a) at the time the Registration Statement became effective, (b) at the Applicable Time and (c) on the Closing Date did not, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 

3

 

 

(f) The Company’s most recent Annual Report filed on Form 10-K meets the conditions specified in General Instruction I(1)(a) and (b) of the General Instructions for Form 10-K, and the Company’s most recent Quarterly Report filed on Form 10-Q meets the conditions specified in General Instruction H(1) of the General Instructions for Form 10-Q.

 

(g) The compliance by the Company with all of the provisions of this Agreement has been duly authorized by all necessary limited liability company action and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is subject that would have a material adverse effect on the business, financial condition or results of operations of the Company, nor will such action result in any violation of the provisions of the Articles of Organization, the Limited Liability Company Operating Agreement or other governing document of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties that would have a material adverse effect on the business, financial condition or results of operations of the Company; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except for authorization by the Florida Public Service Commission and the registration under the 1933 Act of the Bonds, qualification under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Bonds by the Underwriters.

 

(h) This Agreement has been duly authorized, executed and delivered by the Company.

 

(i) The Original Mortgage has been duly authorized, executed and delivered by the Company and duly qualified under the 1939 Act and the Supplemental Indenture has been duly authorized and when executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Mortgage constitutes a valid and legally binding instrument of the Company enforceable against the Company in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting mortgagees’ and other creditors’ rights generally and (ii) general principles of equity and any implied covenant of good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding at law or in equity and except for the effect on enforceability of federal or state law limiting, delaying or prohibiting the making of payments outside the United States); provided, however, that certain remedies, waivers and other provisions of the Mortgage may not be enforceable, but such unenforceability will not render the Mortgage invalid as a whole or affect the judicial enforcement of (x) the obligation of the Company to repay the principal, together with the interest thereon as provided in the Securities or (y) the right of the Trustee to exercise its right to foreclose under the Mortgage.

 

4

 

 

(j) The Bonds have been duly authorized and when executed by the Company, and when authenticated by the Trustee, in the manner provided in the Mortgage and delivered against payment therefor, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting mortgagees’ and other creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and are entitled to the benefits and security afforded by the Mortgage in accordance with the terms of the Mortgage and the Bonds, except as set forth in paragraph (i) above.

 

(k) Any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed or incorporated by reference as an exhibit to the Registration Statement or the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2018 or any subsequent Quarterly Report on Form 10-Q of the Company or any Current Report on Form 8-K of the Company with a filing date after December 31, 2018 are all indentures, mortgages, deeds of trust, loan agreements or other agreements or instruments that are material to the Company and its subsidiaries taken as a whole.

 

(l) The Company has no “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X under the 1933 Act.

 

(m) The Company (i) is a limited liability company duly organized and validly existing in good standing under the laws of the State of Florida and (ii) is duly qualified to do business in each jurisdiction where the failure to be so qualified would materially adversely affect the ability of the Company to perform its obligations under this Agreement, the Mortgage or the Bonds.

 

3.      Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 99.297% of the principal amount of the Bonds plus accrued interest, if any, from November 26, 2019 (and in the manner set forth below), the principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to reimburse the Company for expenses incurred in connection with the offering of the Bonds in an aggregate amount equal to $1,400,000.

 

5

 

 

Payment of the purchase price for the Bonds to be purchased by the Underwriters and the reimbursement referred to above shall be made to the Company by wire transfer of immediately available funds, payable to the order of the Company against delivery of the Bonds, in fully registered form, to you or upon your order at 10:00 a.m., New York City time, on November 26, 2019 or such other time and date as shall be mutually agreed upon in writing by the Company and the Representatives (the “Closing Date”). The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019.

 

4.      Offering by the Underwriters. It is understood that the several Underwriters propose to offer the Bonds for sale to the public as set forth in the Pricing Disclosure Package and the Prospectus.

 

5.      Covenants of the Company. The Company covenants and agrees with the several Underwriters that:

 

(a) The Company will cause any Preliminary Prospectus and the Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) of the 1933 Act Regulations, and advise the Underwriters promptly of the filing of any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement, and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

 

(b) If at any time when a prospectus relating to the Bonds (or the notice referred to in Rule 173(a) of the 1933 Act Regulations) is required to be delivered under the 1933 Act any event occurs as a result of which the Pricing Disclosure Package or 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 the Pricing Disclosure Package or the Prospectus to comply with the 1933 Act, the Company promptly will prepare and file with the Commission an amendment, supplement or an appropriate document pursuant to Section 13 or 14 of the 1934 Act which will correct such statement or omission or which will effect such compliance.

 

(c) The Company, during the period when a prospectus relating to the Bonds is required to be delivered under the 1933 Act, will timely file all documents required to be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act.

 

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(d) Without the prior consent of the Underwriters, the Company has not made and will not make any offer relating to the Bonds that would constitute a “free writing prospectus” as defined in Rule 405 of the 1933 Act Regulations, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company, it has not made and will not make any offer relating to the Bonds that would constitute a “free writing prospectus” as defined in Rule 405 of the 1933 Act Regulations, other than a Permitted Free Writing Prospectus or a free writing prospectus that is not required to be filed by the Company pursuant to Rule 433 of the 1933 Act Regulations (“Rule 433”); any such free writing prospectus (which shall include the pricing term sheet referred to in Section 5(e) below), the use of which has been consented to by the Company and the Underwriters, is specified in Item 3 of Schedule B and herein is called a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

 

(e) The Company agrees to prepare a pricing term sheet specifying the terms of the Bonds not contained in any Preliminary Prospectus, substantially in the form of Schedule C hereto and approved by the Representatives on behalf of the Underwriters, and to file such pricing term sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof.

 

(f) The Company agrees that if at any time following the issuance of a Permitted Free Writing Prospectus any event occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information (not superseded or modified as of the Effective Date) in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Underwriters, will prepare and furnish without charge to each Underwriter a free writing prospectus or other document, the use of which has been consented to by the Underwriters, which will correct such conflict, statement or omission; provided, however, that this covenant shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters specifically for use in the Registration Statement, the Pricing Disclosure Package or the Prospectus.

 

(g) The Company will make generally available to its security holders, in each case as soon as practicable but not later than 60 days after the close of the period covered thereby, earnings statements (in form complying with the provisions of Rule 158 under the 1933 Act, which need not be certified by independent certified public accountants unless required by the 1933 Act) covering (i) a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the effective date of the Registration Statement and (ii) a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the date of this Agreement.

 

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(h) The Company will furnish to you, without charge, copies of the Registration Statement (three of which will include all exhibits other than those incorporated by reference), the Pricing Disclosure Package and the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as you reasonably request.

 

(i) The Company will arrange or cooperate in arrangements, if necessary, for the qualification of the Bonds for sale under the laws of such jurisdictions as you designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company shall not be required to qualify as a foreign limited liability company or to file any general consents to service of process under the laws of any state where it is not now so subject.

 

(j) The Company will pay all expenses incident to the performance of its obligations under this Agreement including (i) the printing and filing of the Registration Statement and the printing of this Agreement and any Blue Sky Survey, (ii) the preparation and printing of certificates for the Bonds, (iii) the issuance and delivery of the Bonds as specified herein, (iv) the fees and disbursements of counsel for the Underwriters in connection with the qualification of the Bonds under the securities laws of any jurisdiction in accordance with the provisions of Section 5(i) and in connection with the preparation of the Blue Sky Survey, such fees not to exceed $5,000, (v) the printing and delivery to the Underwriters, in quantities as hereinabove referred to, of copies of the Registration Statement and any amendments thereto, of any Preliminary Prospectus, of the Prospectus, of any Permitted Free Writing Prospectus and any amendments or supplements thereto, (vi) any fees charged by independent rating agencies for rating the Bonds, (vii) any fees and expenses in connection with the listing of the Bonds on the New York Stock Exchange LLC, (viii) any filing fee required by the Financial Industry Regulatory Authority, Inc. (ix) the costs of any depository arrangements for the Bonds with DTC or any successor depositary, (x) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Bonds, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the Underwriters and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show; provided, however, the Underwriters shall reimburse a portion of the costs and expenses referred to in this clause (x) and (xi) the preparation, execution, filing and recording by the Company of the Supplemental Indenture; and the Company will pay all taxes, if any (but not including any transfer taxes), on the filing and recordation of the Supplemental Indenture.

 

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(k) Promptly after the Closing Date, the Company will cause the Supplemental Indenture to be recorded (i) 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 (ii) with the Surface Transportation Board.

 

6.      Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Bonds will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

 

(a) The Prospectus shall have been filed by the Company with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for filing by the 1933 Act Regulations and in accordance herewith and each Permitted Free Writing Prospectus shall have been filed by the Company with the Commission within the applicable time periods prescribed for such filings by, and otherwise in compliance with, Rule 433.

 

(b) At or after the Applicable Time and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act shall have been instituted or, to the knowledge of the Company or you, shall be threatened by the Commission.

 

(c) At or after the Applicable Time and prior to the Closing Date, the rating assigned by Moody’s Investors Service, Inc. or S&P Global Ratings (or any of their successors) to any debt securities or preferred stock of the Company as of the date of this Agreement shall not have been lowered.

 

(d) Since the respective most recent dates as of which information is given in the Pricing Disclosure Package and the Prospectus and up to the Closing Date, there shall not have been any material adverse change in the condition of the Company, financial or otherwise, except as reflected in or contemplated by the Pricing Disclosure Package and the Prospectus, and, since such dates and up to the Closing Date, there shall not have been any material transaction entered into by the Company other than transactions contemplated by the Pricing Disclosure Package and the Prospectus and transactions in the ordinary course of business, the effect of which in your reasonable judgment is so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Bonds on the terms and in the manner contemplated by the Pricing Disclosure Package and the Prospectus.

 

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(e) You shall have received an opinion of Dianne M. Triplett, Esq., Deputy General Counsel of Duke Energy Business Services LLC, the service company subsidiary of Duke Energy Corporation (who in such capacity provides legal services to the Company) (or other appropriate counsel reasonably satisfactory to the Representatives, which may include Duke Energy Corporation’s other “in-house” counsel), dated the Closing Date, to the effect that:

 

(i) The Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Florida, with power and authority (limited liability company and other) to own its properties and conduct its business as described in the Pricing Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement.

 

(ii) The Company is duly qualified to do business in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification, except where the failure to so qualify, considering all such cases in the aggregate, does not have a material adverse effect on the business, properties, financial condition or results of operations of the Company.

 

(iii) The Registration Statement became effective upon filing with the Commission pursuant to Rule 462 of the 1933 Act Regulations, and, to the best of such counsel’s knowledge, 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 threatened under the 1933 Act.

 

(iv) The descriptions in the Registration Statement, the Pricing Disclosure Package and the Prospectus of any legal or governmental proceedings are accurate and fairly present the information required to be shown, and such counsel does not know of any litigation or any legal or governmental proceeding instituted or threatened against the Company or any of its properties that would be required to be disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus and is not so disclosed.

 

(v) This Agreement has been duly authorized, executed and delivered by the Company.

 

(vi) The issue and sale of the Bonds by the Company and the execution, delivery and performance by the Company of this Agreement, the Mortgage and the Bonds will not contravene any of the provisions of the Articles of Organization or the Limited Liability Company Operating Agreement, the Florida Revised Limited Liability Company Act or any statute or any order, rule or regulation of which such counsel is aware of any court or governmental agency or body having jurisdiction over the Company or any of its property, nor will such action conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement to which the Company is a party or by which it or its property is bound or to which any of its property or assets is subject or any instrument filed or incorporated by reference as an exhibit to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2018 or any subsequent Quarterly Report on Form 10-Q of the Company or any Current Report on Form 8-K of the Company with an execution or filing date after December 31, 2018, which affects in a material way the Company’s ability to perform its obligations under this Agreement, the Mortgage or the Bonds.

 

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(vii) The Florida Public Service Commission has issued an appropriate order with respect to the issuance and sale of the Bonds in accordance with this Agreement, and, to the best of such counsel’s knowledge, such order is still in effect and the issuance and sale of the Bonds to the Underwriters are in conformity with the terms of such order.

 

(viii) The Mortgage has been duly qualified under the 1939 Act.

 

(ix) The Mortgage has been duly and validly authorized by all necessary limited liability company action, has been duly and validly executed and delivered by the Company, and is a valid and binding mortgage of the Company enforceable in accordance with its terms; provided, however, that certain remedies, waivers and other provisions of the Mortgage may not be enforceable, but such unenforceability will not render the Mortgage invalid as a whole or affect the judicial enforcement of (A) the obligation of the Company to repay the principal, together with the interest thereon as provided in the Bonds or (B) the right of the Trustee to exercise its right to foreclose under the Mortgage.

 

(x) The Bonds have been duly authorized, executed and issued by the Company and, when the same have been authenticated by the Trustee as specified in the Mortgage and delivered against payment therefor, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, and are entitled to the benefits and security afforded by the Mortgage in accordance with the terms of the Mortgage and the Bonds, except as set forth in paragraph (ix) above.

 

(xi) The Company has good and marketable title, with minor exceptions, restrictions and reservations in conveyances, and defects that are of the nature ordinarily found in properties of similar character and magnitude and that, in such counsel’s opinion, will not in any substantial way impair the security afforded by the Mortgage, to all the properties described in the granting clauses of the Mortgage and upon which the Mortgage purports to create a lien. The description in the Mortgage of the above-mentioned properties is legally sufficient to constitute the Mortgage a lien upon said properties, including, without limitation, properties hereafter acquired by the Company (other than those expressly excepted and reserved therefrom). Said properties constitute substantially all the permanent physical properties and franchises (other than those expressly excepted and reserved therefrom) of the Company and are held by the Company free and clear of all liens and encumbrances except the lien of the Mortgage and excepted encumbrances, as defined in the Mortgage. The properties of the Company are subject to liens for current taxes, which it is the general practice of the Company to pay regularly as and when due. The Company has easements for rights-of-way adequate for the operation and maintenance of its transmission and distribution lines that are not constructed upon public highways. The Company has followed the practice generally of acquiring (i) certain rights-of-way and easements and certain small parcels of fee property appurtenant thereto and for use in conjunction therewith and (ii) certain other properties of small or inconsequential value, without an examination of title and, as to the title to lands affected by said rights-of-way and easements, of not examining the title of the lessor or grantor whenever the lands affected by such rights-of-way and easements are not of such substantial value as in the opinion of the Company to justify the expense attendant upon examination of titles in connection therewith. In the opinion of said counsel, such practice of the Company is consistent with sound economic practice and with the method followed by other companies engaged in the same business and is reasonably adequate to assure the Company of good and marketable title to all such property acquired by it. It is the opinion of said counsel that any such conditions or defects as may be covered by the above recited exceptions are not substantial and would not materially interfere with the Company’s use of such properties or with its business operations. The Company has the right of eminent domain in the State of Florida under which it may, if necessary, perfect or obtain title to privately owned land or acquire easements or rights-of-way required for use or used by the Company in its public utility operations.

 

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(xii) The Mortgage constitutes a valid, direct and first mortgage lien of record upon all franchises and properties now owned by the Company (other than those expressly excepted from the lien of the Mortgage and other than those franchises and properties which are not, individually or in the aggregate, material to the Company or the security afforded by the Mortgage) situated in the State of Florida, as described or referred to in the granting clauses of the Mortgage.

 

(xiii) The Mortgage, other than the Supplemental Indenture, has been recorded and filed in such manner and in such places as may be required by law in order to fully preserve and protect, in all material respects, the security of the bondholders and all rights of the Trustee thereunder, and the Supplemental Indenture relating to the Bonds is in proper form for filing for record, both as a real estate mortgage and as a security interest, in all counties in the State of Florida in which any of the property (except as any therein or in the Mortgage are expressly excepted) described therein or in the Mortgage as subject to the lien of the Mortgage is located and, as a security interest, with the Surface Transportation Board and, upon such recording, the Supplemental Indenture will constitute adequate record notice to perfect the lien of the Mortgage, and preserve and protect, in all material respects, the security of the bondholders and all rights of the Trustee, as to all mortgaged and pledged property acquired by the Company subsequent to the recording of the Fifty-Fifth Supplemental Indenture dated as of June 1, 2018 and prior to the recording of the Supplemental Indenture.

 

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(xiv) No consent, approval, authorization, order, registration or qualification of or with any federal or Florida governmental agency or body or, to such counsel’s knowledge, any federal or Florida court, which has not been obtained or taken and is not in full force and effect, is required for the issue and sale of the Bonds by the Company and the compliance by the Company with all of the provisions of this Agreement, except for the registration under the 1933 Act of the Bonds, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Bonds by the Underwriters.

 

Such counsel may state that such counsel’s opinions in paragraphs (ix), (x) and (xii) above are subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting mortgagees’ and other creditors’ rights generally, and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing. Such counsel may also state that such counsel’s opinion in paragraph (xi) above is based upon the Company’s title insurance. Such counsel shall state that nothing has come to such counsel’s attention that has caused such counsel to believe that each document incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when filed, was not, on its face, appropriately responsive, in all material respects, to the requirements of the 1934 Act and the 1934 Act Regulations. Such counsel shall also state that nothing has come to such counsel’s attention that has caused such counsel to believe that (i) the Registration Statement as of the effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Pricing Disclosure Package at the Applicable Time contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) that the Prospectus as of its date or at the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may also state that, except as otherwise expressly provided in such opinion, such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in or incorporated by reference into the Registration Statement, the Pricing Disclosure Package or the Prospectus and does not express any opinion or belief as to (i) the financial statements or other financial and accounting data contained or incorporated by reference therein, or excluded therefrom, including XBRL interactive data, (ii) the statement of the eligibility and qualification of the Trustee included in the Registration Statement (the “Form T-1”) or (iii) the information in the Prospectus under the caption “Book-Entry System.”

 

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In rendering the foregoing opinion, such counsel may state that such counsel has relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by such counsel to be reliable.

 

(f) You shall have received an opinion of Hunton Andrews Kurth LLP, counsel to the Company, dated the Closing Date, to the effect that:

 

(i) The statements set forth (i) under the caption “Description of First Mortgage Bonds” in the Base Prospectus and (ii) under the caption “Description of the Mortgage Bonds” in the Pricing Disclosure Package and the Prospectus, insofar as such statements purport to summarize certain provisions of the Mortgage and the Bonds, fairly summarize such provisions in all material respects.

 

(ii) No Governmental Approval, which has not been obtained or taken and is not in full force and effect, is required to authorize, or is required for, the execution or delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby.

 

(iii) The Company is not and, solely after giving effect to the offering and sale of the Bonds and the application of the proceeds thereof as described in the Prospectus, will not be subject to registration and regulation as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

 

(iv) The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Underwriting,” insofar as such statements purport to summarize certain provisions of this Agreement, fairly summarize such provisions in all material respects.

 

(v) The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Certain U.S. Federal Income Tax Considerations for Non-U.S. Holders,” insofar as such statements purport to constitute summaries of matters of United States federal income tax law, constitute accurate and complete summaries, in all material respects, subject to the qualifications set forth therein.

 

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In rendering the foregoing opinions, Hunton Andrews Kurth LLP may state that (i) “Governmental Approval” means any consent, approval, license, authorization or validation of, or filing, qualification or registration with, any Governmental Authority required to be made or obtained by the Company pursuant to Applicable Laws, other than any consent, approval, license, authorization, validation, filing, qualification or registration that may have become applicable as a result of the involvement of any party (other than the Company) in the transactions contemplated by this Agreement or because of such parties’ legal or regulatory status or because of any other facts specifically pertaining to such parties; (ii) “Governmental Authorities” means any court, regulatory body, administrative agency or governmental body of the State of New York having jurisdiction over the Company under Applicable Laws and the Federal Energy Regulatory Commission, but excluding the New York State Public Service Commission; and (iii) “Applicable Laws” means those laws, rules and regulations of the State of New York and those federal laws, rules and regulations of the United States, in each case, that, in such counsel’s experience, are normally applicable to transactions of the type contemplated by this Agreement (other than the antifraud provisions of the United States federal securities laws, state securities or Blue Sky laws, antifraud laws, and the rules and regulations of the Financial Industry Regulatory Authority, Inc., and the New York State Public Service Commission and the New York State Public Service Law), but without such counsel having made any special investigation as to the applicability of any specific law, rule or regulation, and the Federal Power Act and the rules and regulations of the Federal Energy Regulatory Commission thereunder. In addition, such counsel may state that it has relied as to certain factual matters on information obtained from public officials, officers and representatives of the Company and that the signatures on all documents examined by such counsel are genuine, assumptions which such counsel shall not independently verified.

 

You shall also have received a statement of Hunton Andrews Kurth LLP, dated the Closing Date, to the effect that:

 

(i) no facts have come to such counsel’s attention that have caused such counsel to believe that the documents filed by the Company under the 1934 Act and the 1934 Act Regulations that are incorporated by reference in the preliminary prospectus supplement that forms a part of the Pricing Disclosure Package and the Prospectus, when filed, were not, on their face, appropriately responsive in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations (except that in each case such counsel need not express any view as to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, or compliance with XBRL interactive data requirements), (ii) no facts have come to such counsel’s attention that have caused such counsel to believe that the Registration Statement, at the Applicable Time, and the Prospectus, as of its date, appeared on their face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the 1933 Act Rules and Regulations (except that in each case such counsel need not express any view as to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, compliance with XBRL interactive data requirements or that part of the Registration Statement that constitutes the statement of eligibility on the Form T-1) and (iii) no facts have come to such counsel’s attention that have caused such counsel to believe that the Registration Statement, at the Applicable Time, 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 that the Prospectus, as of its date or as of the Closing Date, contained or contains 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 (except that in each case such counsel need not express any view as to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, or compliance with XBRL interactive data requirements, or that part of the Registration Statement that constitutes the statement of eligibility on the Form T-1). Such counsel shall further state that, in addition, no facts have come to such counsel’s attention that have caused such counsel to believe that the Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted 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 (except that such counsel need not express any view as to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, or compliance with XBRL interactive data requirements).

 

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In addition, such statement shall confirm that the Prospectus has been filed with the Commission within the time period required by Rule 424 of the 1933 Act Regulations and any required filing of a Permitted Free Writing Prospectus pursuant to Rule 433 of the 1933 Act Regulations has been made with the Commission within the time period required by Rule 433(d) of the 1933 Act Regulations. Such statement shall further state that assuming the accuracy of the factual matters contained in the representations and warranties of the Company set forth in Section 2(d) of this Agreement, the Registration Statement became effective upon filing with the Commission pursuant to Rule 462 of the 1933 Act Regulations and, pursuant to Section 309 of the 1939 Act, the Mortgage has been qualified under the 1939 Act, and that based solely on such counsel’s review of the Commission’s website, no stop order suspending the effectiveness of the Registration Statement has been issued and, to such counsel’s knowledge, no proceedings for that purpose have been instituted or are pending or threatened by the Commission. In addition, such counsel may state that such counsel does not pass upon, or assume any responsibility for, the accuracy, completeness or fairness of the statements contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus and has made no independent check or verification thereof (except to the limited extent referred to in Section 6(f)(i), (iv) and (v) above).

 

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(g) You shall have received a letter from Sidley Austin llp, counsel for the Underwriters, dated the Closing Date, with respect to such opinions and statements as you may reasonably request, and the Company shall have furnished to such counsel such documents as it may request for the purpose of enabling it to pass upon such matters. In giving its opinion, Sidley Austin llp may rely on the opinion of Dianne M. Triplett, Esq. (or other appropriate counsel reasonably satisfactory to the Representatives) as to matters of Florida law.

 

(h) On or after the date hereof, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally or of the securities of the Company or Duke Energy Corporation, on the New York Stock Exchange LLC; or (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities or a material disruption in commercial banking services or securities settlement or clearance services in the United States; or (iii) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this subsection (h) in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Bonds on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectus. In such event there shall be no liability on the part of any party to any other party except as otherwise provided in Section 7 hereof and except for the expenses to be borne by the Company as provided in Section 5(j) hereof.

 

(i) You shall have received a certificate of the Chairman of the Board, the President, any Vice President, the Secretary or an Assistant Secretary and any financial or accounting officer of the Company, dated the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct as of the Closing Date, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date, that the conditions specified in Section 6(c) and Section 6(d) have been satisfied, and that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission.

 

(j) At the time of the execution of this Agreement, you shall have received a letter dated such date, in form and substance satisfactory to you, from Deloitte & Touche LLP, the Company’s independent registered public accounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Pricing Disclosure Package and the Prospectus, including specific references to inquiries regarding any increase in long-term debt (excluding current maturities), decrease in net current assets (defined as current assets less current liabilities) or member’s equity, and decrease in operating revenues or net income for the period subsequent to the latest financial statements incorporated by reference in the Registration Statement when compared with the corresponding period from the preceding year, as of a specified date not more than three business days prior to the date of this Agreement.

 

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(k) At the Closing Date, you shall have received from Deloitte & Touche LLP, a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to subsection (j) of this Section 6, except that the specified date referred to shall be not more than three business days prior to the Closing Date.

 

The Company will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request.

 

7.      Indemnification. (a) The Company agrees to indemnify and hold harmless each Underwriter, their respective officers and directors, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act, as follows:

 

(i) against any and all loss, liability, claim, damage and expense whatsoever arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) including the Rule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters expressly for use in the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus;

 

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(ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and

 

(iii) against any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) of this subsection 7(a).

 

In no case shall the Company be liable under this indemnity agreement with respect to any claim made against any Underwriter or any such controlling person unless the Company shall be notified in writing of the nature of the claim within a reasonable time after the assertion thereof, but failure so to notify the Company shall not relieve it from any liability which it may have otherwise than under subsections 7(a) and 7(d). The Company shall be entitled to participate at its own expense in the defense, or, if it so elects, within a reasonable time after receipt of such notice, to assume the defense of any suit, but if it so elects to assume the defense, such defense shall be conducted by counsel chosen by it and approved by the Underwriter or Underwriters or controlling person or persons, or defendant or defendants in any suit so brought, which approval shall not be unreasonably withheld. In any such suit, any Underwriter or any such controlling person shall have the right to employ its own counsel, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless (i) the Company and such Underwriter shall have mutually agreed to the employment of such counsel, or (ii) the named parties to any such action (including any impleaded parties) include both such Underwriter or such controlling person and the Company and such Underwriter or such controlling person shall have been advised by such counsel that a conflict of interest between the Company and such Underwriter or such controlling person may arise and for this reason it is not desirable for the same counsel to represent both the indemnifying party and also the indemnified party (it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Underwriters and all such controlling persons, which firm shall be designated in writing by you). The Company agrees to notify you within a reasonable time of the assertion of any claim against it, any of its officers or directors or any person who controls the Company within the meaning of Section 15 of the 1933 Act, in connection with the sale of the Bonds.

 

(b) Each Underwriter severally and not jointly agrees that it will indemnify and hold harmless the Company, its directors and each of the officers 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 1933 Act to the same extent as the indemnity contained in subsection (a) of this Section, but only with respect to statements or omissions made in the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters expressly for use in the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus. In case any action shall be brought against the Company or any person so indemnified based on the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each person so indemnified shall have the rights and duties given to the Underwriters, by the provisions of subsection (a) of this Section 7.

 

19

 

 

(c) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding, and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

 

(d) If the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party in respect of any and all loss, liability, claim, damage and expense whatsoever (or actions in respect thereof) that would otherwise have been indemnified under the terms of such indemnity, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Bonds. If, however, 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 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 loss, liability, claim, damage or expense (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total compensation received by the Underwriters in respect of the underwriting discount as set forth in the table on the cover page of the Prospectus. 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 the 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 contributions pursuant to this Section 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 Section. The amount paid or payable by an indemnified party as a result of the losses, liabilities, claims, damages or expenses (or actions in respect thereof) referred to above in this Section 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. Notwithstanding the provisions of this Section, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Bonds underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute are several in proportion to their respective underwriting obligations and not joint.

 

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8.      Default by One or More of the Underwriters. (a) If any Underwriter shall default in its obligation to purchase the principal amount of the Bonds which it has agreed to purchase hereunder on the Closing Date, you may in your discretion arrange for you or another party or other parties to purchase such Bonds on the terms contained herein. If within twenty-four hours after such default by any Underwriter you do not arrange for the purchase of such Bonds, then the Company shall be entitled to a further period of twenty-four hours within which to procure another party or other parties satisfactory to you to purchase such Bonds on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Bonds, or the Company notifies you that it has so arranged for the purchase of such Bonds, you or the Company shall have the right to postpone such Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement, the Pricing Disclosure Package or the Prospectus which may be required. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Bonds.

 

(b) If, after giving effect to any arrangements for the purchase of the Bonds of a defaulting Underwriter or Underwriters by you or the Company as provided in subsection (a) above, the aggregate amount of such Bonds which remains unpurchased does not exceed one-tenth of the aggregate amount of all the Bonds to be purchased at such Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the amounts of Bonds which such Underwriter agreed to purchase hereunder at such Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the amount of Bonds which such Underwriter agreed to purchase hereunder) of the Bonds of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

 

21

 

 

(c) If, after giving effect to any arrangements for the purchase of the Bonds of a defaulting Underwriter or Underwriters by you or the Company as provided in subsection (a) above, the aggregate amount of such Bonds which remains unpurchased exceeds one-tenth of the aggregate amount of all the Bonds to be purchased at such Closing Date, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase the Bonds of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company as provided in Section 5(j) hereof and the indemnity and contribution agreement in Section 7 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

 

9.      Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company or 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, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company, or any of their respective officers or directors or any controlling person referred to in Section 7, and will survive delivery of and payment for the Bonds.

 

10.  Reliance on Your Acts. In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the Company shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives.

 

11.  No Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s-length commercial transaction between the Company on the one hand, and the Underwriters on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its shareholders, creditors, employees, or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transaction contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

 

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12.  Recognition of the U.S. Special Resolution Regimes.

 

(i)        In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

 

(ii)        In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

 

As used in this Section 12:

 

BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

 

Covered Entity” means any of the following:

 

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

 

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

 

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

 

Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

 

U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

 

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13.  Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed or telecopied and confirmed to BNP Paribas Securities Corp., 787 Seventh Avenue, New York, New York 10019, Attention: High Grade Syndicate (new.york.syndicate@bnpparibas.com), MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, New York 10020, Attention: Capital Markets Group (fax no.: (646) 434-3455), RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: DCM Transaction Management (fax no.: (212) 428-6308), SMBC Nikko Securities America, Inc., 277 Park Avenue, New York, New York 10172, Attention: Debt Capital Markets, TD Securities (USA) LLC, 31 W. 52nd Street, 18th Floor, New York, New York 10019, Attention: Transaction Management Group, U.S. Bancorp Investments, Inc., 214 N. Tryon Street, 26th Floor, Charlotte, North Carolina 28203, Attention: Credit Fixed Income, (fax: (704)-335-2393) or if sent to the Company, will be mailed or telecopied and confirmed to it at 550 North Tryon Street, Charlotte, North Carolina 28202, Attention: John L. Sullivan, III, Assistant Treasurer, Telephone: (980) 373-3564, (fax no.: (980) 373-4723). Any such communications shall take effect upon receipt thereof.

 

14.  Business Day. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

 

15.  Successors. This Agreement shall inure to the benefit of and be binding upon the 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, firm or corporation, other than the parties hereto and their respective successors and the controlling persons, officers and directors referred to in Section 7 and their respective successors, heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained; this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and said controlling persons, officers and directors and their respective successors, heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Bonds from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

 

16.  Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

17.  Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

 

If the foregoing is in accordance with your understanding, kindly sign and return to us two counterparts hereof, and upon confirmation and acceptance by the Underwriters, this letter and such confirmation and acceptance will become a binding agreement between the Company, on the one hand, and each of the Underwriters, on the other hand, in accordance with its terms.

 

24

 

 

  Very truly yours,
  DUKE ENERGY FLORIDA, LLC
   
   
  By: /s/ John L. Sullivan, III
  Name: John L. Sullivan, III
  Title: Assistant Treasurer

 

[Remainder of page left blank intentionally]

 

[Signature Page to Underwriting Agreement]

 

 

 

The foregoing Underwriting Agreement is hereby
confirmed and accepted as of the date first above written.

 

BNP Paribas Securities Corp.

MUFG Securities Americas Inc.

RBC Capital Markets, LLC

SMBC Nikko Securities America, Inc.

TD Securities (USA) LLC

U.S. Bancorp Investments, Inc.

 

 

On behalf of each of the Underwriters

 

 

RBC Capital Markets, LLC   BNP Paribas Securities Corp.
     
     
By: /s/ Scott G. Primrose   By: /s/ Pasquale A. Perraglia, IV
  Name: Scott G. Primrose     Name: Pasquale A. Perraglia, IV
  Title: Authorized Signatory     Title: Director
     
MUFG Securities Americas Inc.   SMBC Nikko Securities America, Inc.
     
     
By: /s/ Brian Cogliandro   By: /s/ Omar F. Zaman
  Name: Brian Cogliandro     Name: Omar F. Zaman
  Title: Managing Director     Title: Managing Director
     
TD Securities (USA) LLC   U.S. Bancorp Investments, Inc.
     
     
By: /s/ Luiz Lanfredi   By: /s/ Craig Anderson
  Name: Luiz Lanfredi     Name: Craig Anderson
  Title: Director     Title: Managing Director

  

[Signature Page to Underwriting Agreement]

 

 

 

SCHEDULE A

 


 Underwriter
  Principal Amount
of Bonds
to be Purchased
 
BNP Paribas Securities Corp.   $ 105,000,000  
MUFG Securities Americas Inc.     105,000,000  
RBC Capital Markets, LLC     105,000,000  
SMBC Nikko Securities America, Inc.     105,000,000  
TD Securities (USA) LLC     105,000,000  
U.S. Bancorp Investments, Inc.     105,000,000  
Loop Capital Markets LLC     42,000,000  
Siebert Williams Shank & Co., LLC     21,000,000  
Academy Securities, Inc.     3,500,000  
Mischler Financial Group, Inc.     3,500,000  
Total   $ 700,000,000  

 

A-1

 

 

SCHEDULE B

 

PRICING DISCLOSURE PACKAGE

 

1)       Base Prospectus

2)       Preliminary Prospectus Supplement dated November 21, 2019

3)       Permitted Free Writing Prospectus

a)       Pricing Term Sheet attached as Schedule C hereto

 

B-1

 

 

SCHEDULE C

Filed pursuant to Rule 433

November 21, 2019

Relating to

Preliminary Prospectus Supplement dated November 21, 2019

to

Prospectus dated September 23, 2019

Registration Statement No. 333-233896-05

 

Duke Energy Florida, LLC
First Mortgage Bonds,

$700,000,000 2.50% Series due 2029

 

Pricing Term Sheet

 

Issuer: Duke Energy Florida, LLC
Trade Date: November 21, 2019
Settlement Date: November 26, 2019; T + 3
Interest Payment Dates: June 1 and December 1, beginning on June 1, 2020
Security Description: First Mortgage Bonds, 2.50% Series due 2029 (the “Mortgage Bonds”)
Principal Amount: $700,000,000
Maturity Date: December 1, 2029
Price to Public: 99.947% per Mortgage Bond, plus accrued interest, if any, from November 26, 2019
Coupon: 2.50%
Benchmark Treasury: 1.750% due November 15, 2029
Benchmark Treasury Yield: 1.776%
Spread to Benchmark Treasury: + 73 bps
Yield to Maturity: 2.506%
Redemption Provisions/Make-Whole Call: At any time before September 1, 2029 (which is the date that is three months prior to maturity of the Mortgage Bonds (the “Par Call Date”)), redeemable at the Treasury Rate + 15 bps. At any time on or after the Par Call Date, redeemable at par.  
CUSIP / ISIN: 26444HAH4 / US26444HAH49
Joint Book-Running Managers:

BNP Paribas Securities Corp.

MUFG Securities Americas Inc.

RBC Capital Markets, LLC

SMBC Nikko Securities America, Inc.

TD Securities (USA) LLC

U.S. Bancorp Investments, Inc.

Co-Managers:

Loop Capital Markets LLC

Siebert Williams Shank & Co., LLC

Academy Securities, Inc.

Mischler Financial Group, Inc.

 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BNP Paribas Securities Corp. toll free at 1-800-854-5674, MUFG Securities Americas Inc. toll free at 1-877-649-6848, RBC Capital Markets, LLC toll free at 1-866-375-6829, SMBC Nikko Securities America, Inc. toll free at 1-888-868-6856, TD Securities (USA) LLC toll free at 1-855-495-9846 or U.S. Bancorp Investments, Inc. toll free at 1-877-558-2607.

 

Annex A-1

 

 

Exhibit 99.2 

 

Execution Version

 

DUKE ENERGY FLORIDA, LLC

 

$200,000,000 SERIES A FLOATING RATE SENIOR NOTES DUE 2021

 

UNDERWRITING AGREEMENT

 

November 21, 2019

 

CastleOak Securities, L.P.

C.L. King & Associates, Inc.

Drexel Hamilton, LLC

Great Pacific Securities

PNC Capital Markets LLC

Samuel A. Ramirez & Company, Inc.

 

As Representatives of the several Underwriters

 

c/o PNC Capital Markets LLC
300 Fifth Avenue, 10th Floor
Pittsburgh, Pennsylvania 15222

 

Ladies and Gentlemen:

 

Introductory. DUKE ENERGY FLORIDA, LLC, a Florida limited liability company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell $200,000,000 aggregate principal amount of Series A Floating Rate Senior Notes due 2021 (the “Notes”), to be issued pursuant to the Indenture (for Debt Securities) between the Company and The Bank of New York Mellon, as successor trustee (the “Trustee”), dated as of December 7, 2005 (the “Original Indenture”), as supplemented by the Second Supplemental Indenture, to be dated as of November 21, 2019 (the “Supplemental Indenture”) (the Original Indenture, as so supplemented, being hereinafter called the “Indenture”). CastleOak Securities, L.P., C.L. King & Associates, Inc., Drexel Hamilton, LLC, Great Pacific Securities, PNC Capital Markets LLC and Samuel A. Ramirez & Company, Inc. (the “Representatives”) are acting as representatives of the several underwriters named in Schedule A hereto (together with the Representatives, the “Underwriters”). The Company understands that the several Underwriters propose to offer the Notes for sale upon the terms and conditions contemplated by (i) this Agreement and (ii) the Base Prospectus, the Preliminary Prospectus and any Permitted Free Writing Prospectus (each as defined below) issued at or prior to the Applicable Time (as defined below) (the documents referred to in the foregoing subclause (ii) are referred to herein as the “Pricing Disclosure Package”).

 

 

 

 

1.      Representations and Warranties of the Company. As of the date hereof, as of the Applicable Time (as defined below) and as of the Closing Date (as defined below) the Company represents and warrants to, and agrees with, the several Underwriters that:

 

(a) A registration statement (No. 333-233896-05), including a prospectus, relating to the Notes and certain other securities has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). Such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to you, became effective upon filing with the Commission pursuant to Rule 462 of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”), and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act has been initiated or threatened by the Commission (if prepared, any preliminary prospectus supplement specifically relating to the Notes immediately prior to the Applicable Time included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations being hereinafter called a “Preliminary Prospectus”); the term “Registration Statement” means the registration statement as deemed revised pursuant to Rule 430B(f)(1) of the 1933 Act Regulations on the date of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act, as such section applies to the Company and the Underwriters for the Notes pursuant to Rule 430B(f)(2) of the 1933 Act Regulations (the “Effective Date”), including all exhibits thereto and including the documents incorporated by reference in the prospectus contained in the Registration Statement at the time such part of the Registration Statement became effective; the term “Base Prospectus” means the prospectus filed with the Commission on the date hereof by the Company; and the term “Prospectus” means the Base Prospectus together with the prospectus supplement specifically relating to the Notes prepared in accordance with the provisions of Rule 430B and promptly filed after execution and delivery of this Agreement pursuant to Rule 430B or Rule 424(b) of the 1933 Act Regulations; any information included in such Prospectus that was omitted from the Registration Statement at the time it became effective but that is deemed to be a part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information;” and any reference herein to the Registration Statement, Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, prior to the date hereof; any reference to any amendment or supplement to any Preliminary Prospectus or Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. For purposes of this Agreement, the term “Applicable Time” means 3:15 p.m. (New York City time) on the date hereof.

 

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(b) The Registration Statement, the Permitted Free Writing Prospectus specified on Schedule B hereto, the Preliminary Prospectus and the Prospectus conform, and any amendments or supplements thereto will conform, in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations; and (A) the Registration Statement, as of its original effective date, as of the date of any amendment, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, and at the Closing Date, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) (i) the Pricing Disclosure Package, as of the Applicable Time, did not, (ii) the Prospectus and any amendment or supplement thereto, as of their dates, will not, and (iii) the Prospectus as of the Closing Date will not, include any 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, except that the Company makes no warranty or representation to the Underwriters with respect to any statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters specifically for use in the Registration Statement, the Permitted Free Writing Prospectus, the Preliminary Prospectus or the Prospectus.

 

(c) Any Permitted Free Writing Prospectus specified on Schedule B hereto as of its issue date and at all subsequent times through the completion of the public offer and sale of the Notes or until any earlier date that the Company notified or notifies the Underwriters as described in Section 5(f) did not, does not and will not include any information that conflicts with the information (not superseded or modified as of the Effective Date) contained in the Registration Statement, any Preliminary Prospectus or the Prospectus.

 

(d) At the earliest time the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Notes, the Company was not an “ineligible issuer” as defined in Rule 405 of the 1933 Act Regulations. The Company is, and was at the time of the initial filing of the Registration Statement, eligible to use Form S-3 under the 1933 Act.

 

(e) The documents and interactive data in eXtensible Business Reporting Language (“XBRL”) incorporated or deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time they were filed or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”), and, when read together with the other information in the Prospectus, (a) at the time the Registration Statement became effective, (b) at the Applicable Time and (c) on the Closing Date did not, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 

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(f) The Company’s most recent Annual Report filed on Form 10-K meets the conditions specified in General Instruction I(1)(a) and (b) of the General Instructions for Form 10-K, and the Company’s most recent Quarterly Report filed on Form 10-Q meets the conditions specified in General Instruction H(1) of the General Instructions for Form 10-Q.

 

(g) The compliance by the Company with all of the provisions of this Agreement has been duly authorized by all necessary limited liability company action and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is subject that would have a material adverse effect on the business, financial condition or results of operations of the Company, nor will such action result in any violation of the provisions of the Articles of Organization, the Limited Liability Company Operating Agreement or other governing document of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties that would have a material adverse effect on the business, financial condition or results of operations of the Company; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except for authorization by the Florida Public Service Commission and the registration under the 1933 Act of the Notes, qualification under the Trust Indenture Act of 1939, as amended (the “1939 Act”), and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Underwriters.

 

(h) This Agreement has been duly authorized, executed and delivered by the Company.

 

(i) The Original Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the 1939 Act and the Supplemental Indenture has been duly authorized and when executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and legally binding instrument of the Company enforceable against the Company in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors’ rights generally and (ii) general principles of equity and any implied covenant of good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding at law or in equity and except for the effect on enforceability of federal or state law limiting, delaying or prohibiting the making of payments outside the United States).

 

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(j) The Notes have been duly authorized and when executed by the Company, and when authenticated by the Trustee, in the manner provided in the Indenture and delivered against payment therefor, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and are entitled to the benefits afforded by the Indenture in accordance with the terms of the Indenture and the Notes, except as set forth in paragraph (i) above.

 

(k) Any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed or incorporated by reference as an exhibit to the Registration Statement or the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2018 or any subsequent Quarterly Report on Form 10-Q of the Company or any Current Report on Form 8-K of the Company with a filing date after December 31, 2018 are all indentures, mortgages, deeds of trust, loan agreements or other agreements or instruments that are material to the Company and its subsidiaries taken as a whole.

 

(l) The Company has no “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X under the 1933 Act.

 

(m) The Company (i) is a limited liability company duly organized and validly existing in good standing under the laws of the State of Florida and (ii) is duly qualified to do business in each jurisdiction where the failure to be so qualified would materially adversely affect the ability of the Company to perform its obligations under this Agreement, the Indenture or the Notes.

 

(n) The Company has no outstanding debt securities secured by a mortgage or lien on any of its properties or assets, except (i) as otherwise permitted under the indenture between the Company and The Bank of New York Mellon, as successor trustee, dated as of January 1, 1944, as amended and supplemented and (ii) as disclosed in footnote 13 to the financial statements in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 relating to (a) Duke Energy Florida Receivables, LLC’s receivables financing and (b) Duke Energy Florida Project Finance, LLC’s nuclear asset recovery bonds.

 

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3.      Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 99.750% of the principal amount of the Notes plus accrued interest, if any, from November 26, 2019 (and in the manner set forth below), the principal amount of Notes set forth opposite the name of each Underwriter on Schedule A hereto plus the principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to reimburse the Company for expenses incurred in connection with the offering of the Notes in an aggregate amount equal to $100,000.

 

Payment of the purchase price for the Notes to be purchased by the Underwriters and the reimbursement referred to above shall be made to the Company by wire transfer of immediately available funds, payable to the order of the Company against delivery of the Notes, in fully registered form, to you or upon your order at 10:00 a.m., New York City time, on November 26, 2019 or such other time and date as shall be mutually agreed upon in writing by the Company and the Representatives (the “Closing Date”). The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019.

 

4.      Offering by the Underwriters. It is understood that the several Underwriters propose to offer the Notes for sale to the public as set forth in the Pricing Disclosure Package and the Prospectus.

 

5.      Covenants of the Company. The Company covenants and agrees with the several Underwriters that:

 

(a) The Company will cause any Preliminary Prospectus and the Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) of the 1933 Act Regulations, and advise the Underwriters promptly of the filing of any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement, and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

 

(b) If at any time when a prospectus relating to the Notes (or the notice referred to in Rule 173(a) of the 1933 Act Regulations) is required to be delivered under the 1933 Act any event occurs as a result of which the Pricing Disclosure Package or 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 the Pricing Disclosure Package or the Prospectus to comply with the 1933 Act, the Company promptly will prepare and file with the Commission an amendment, supplement or an appropriate document pursuant to Section 13 or 14 of the 1934 Act which will correct such statement or omission or which will effect such compliance.

 

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(c) The Company, during the period when a prospectus relating to the Notes is required to be delivered under the 1933 Act, will timely file all documents required to be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act.

 

(d) Without the prior consent of the Underwriters, the Company has not made and will not make any offer relating to the Notes that would constitute a “free writing prospectus” as defined in Rule 405 of the 1933 Act Regulations, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company, it has not made and will not make any offer relating to the Notes that would constitute a “free writing prospectus” as defined in Rule 405 of the 1933 Act Regulations, other than a Permitted Free Writing Prospectus or a free writing prospectus that is not required to be filed by the Company pursuant to Rule 433 of the 1933 Act Regulations (“Rule 433”); any such free writing prospectus (which shall include the pricing term sheet referred to in Section 5(e) below), the use of which has been consented to by the Company and the Underwriters, is specified in Item 3 of Schedule B and herein is called a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

 

(e) The Company agrees to prepare a pricing term sheet specifying the terms of the Notes not contained in any Preliminary Prospectus, substantially in the form of Schedule C hereto and approved by the Representatives on behalf of the Underwriters, and to file such pricing term sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof.

 

(f) The Company agrees that if at any time following the issuance of a Permitted Free Writing Prospectus any event occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information (not superseded or modified as of the Effective Date) in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Underwriters, will prepare and furnish without charge to each Underwriter a free writing prospectus or other document, the use of which has been consented to by the Underwriters, which will correct such conflict, statement or omission; provided, however, that this covenant shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters specifically for use in the Registration Statement, the Pricing Disclosure Package or the Prospectus.

 

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(g) The Company will make generally available to its security holders, in each case as soon as practicable but not later than 60 days after the close of the period covered thereby, earnings statements (in form complying with the provisions of Rule 158 under the 1933 Act, which need not be certified by independent certified public accountants unless required by the 1933 Act) covering (i) a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the effective date of the Registration Statement and (ii) a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the date of this Agreement.

 

(h) The Company will furnish to you, without charge, copies of the Registration Statement (three of which will include all exhibits other than those incorporated by reference), the Pricing Disclosure Package and the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as you reasonably request.

 

(i) The Company will arrange or cooperate in arrangements, if necessary, for the qualification of the Notes for sale under the laws of such jurisdictions as you designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company shall not be required to qualify as a foreign limited liability company or to file any general consents to service of process under the laws of any state where it is not now so subject.

 

(j) The Company will pay all expenses incident to the performance of its obligations under this Agreement including (i) the printing and filing of the Registration Statement and the printing of this Agreement and any Blue Sky Survey, (ii) the preparation and printing of certificates for the Notes, (iii) the issuance and delivery of the Notes as specified herein, (iv) the fees and disbursements of counsel for the Underwriters in connection with the qualification of the Notes under the securities laws of any jurisdiction in accordance with the provisions of Section 5(i) and in connection with the preparation of the Blue Sky Survey, such fees not to exceed $5,000, (v) the printing and delivery to the Underwriters, in quantities as hereinabove referred to, of copies of the Registration Statement and any amendments thereto, of any Preliminary Prospectus, of the Prospectus, of any Permitted Free Writing Prospectus and any amendments or supplements thereto, (vi) any fees charged by independent rating agencies for rating the Notes, (vii) any fees and expenses in connection with the listing of the Notes on the New York Stock Exchange LLC, (viii) any filing fee required by the Financial Industry Regulatory Authority, Inc. (ix) the costs of any depository arrangements for the Notes with DTC or any successor depositary and (x) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Notes, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the Underwriters and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show; provided, however, the Underwriters shall reimburse a portion of the costs and expenses referred to in this clause (x).

 

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6.      Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

 

(a) The Prospectus shall have been filed by the Company with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for filing by the 1933 Act Regulations and in accordance herewith and each Permitted Free Writing Prospectus shall have been filed by the Company with the Commission within the applicable time periods prescribed for such filings by, and otherwise in compliance with, Rule 433.

 

(b) At or after the Applicable Time and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act shall have been instituted or, to the knowledge of the Company or you, shall be threatened by the Commission.

 

(c) At or after the Applicable Time and prior to the Closing Date, the rating assigned by Moody’s Investors Service, Inc. or S&P Global Ratings (or any of their successors) to any debt securities or preferred stock of the Company as of the date of this Agreement shall not have been lowered.

 

(d) Since the respective most recent dates as of which information is given in the Pricing Disclosure Package and the Prospectus and up to the Closing Date, there shall not have been any material adverse change in the condition of the Company, financial or otherwise, except as reflected in or contemplated by the Pricing Disclosure Package and the Prospectus, and, since such dates and up to the Closing Date, there shall not have been any material transaction entered into by the Company other than transactions contemplated by the Pricing Disclosure Package and the Prospectus and transactions in the ordinary course of business, the effect of which in your reasonable judgment is so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated by the Pricing Disclosure Package and the Prospectus.

 

(e) You shall have received an opinion of Dianne M. Triplett, Esq., Deputy General Counsel of Duke Energy Business Services LLC, the service company subsidiary of Duke Energy Corporation (who in such capacity provides legal services to the Company) (or other appropriate counsel reasonably satisfactory to the Representatives, which may include Duke Energy Corporation’s other “in-house” counsel), dated the Closing Date, to the effect that:

 

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(i) The Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Florida, with power and authority (limited liability company and other) to own its properties and conduct its business as described in the Pricing Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement.

 

(ii) The Company is duly qualified to do business in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification, except where the failure to so qualify, considering all such cases in the aggregate, does not have a material adverse effect on the business, properties, financial condition or results of operations of the Company.

 

(iii) The Registration Statement became effective upon filing with the Commission pursuant to Rule 462 of the 1933 Act Regulations, and, to the best of such counsel’s knowledge, 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 threatened under the 1933 Act.

 

(iv) The descriptions in the Registration Statement, the Pricing Disclosure Package and the Prospectus of any legal or governmental proceedings are accurate and fairly present the information required to be shown, and such counsel does not know of any litigation or any legal or governmental proceeding instituted or threatened against the Company or any of its properties that would be required to be disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus and is not so disclosed.

 

(v) This Agreement has been duly authorized, executed and delivered by the Company.

 

(vi) The issue and sale of the Notes by the Company and the execution, delivery and performance by the Company of this Agreement, the Indenture and the Notes will not contravene any of the provisions of the Articles of Organization or the Limited Liability Company Operating Agreement, the Florida Revised Limited Liability Company Act or any statute or any order, rule or regulation of which such counsel is aware of any court or governmental agency or body having jurisdiction over the Company or any of its property, nor will such action conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement to which the Company is a party or by which it or its property is bound or to which any of its property or assets is subject or any instrument filed or incorporated by reference as an exhibit to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2018 or any subsequent Quarterly Report on Form 10-Q of the Company or any Current Report on Form 8-K of the Company with an execution or filing date after December 31, 2018 which affects in a material way the Company’s ability to perform its obligations under this Agreement, the Indenture or the Notes.

 

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(vii) The Florida Public Service Commission has issued an appropriate order with respect to the issuance and sale of the Notes in accordance with this Agreement, and, to the best of such counsel’s knowledge, such order is still in effect and the issuance and sale of the Notes to the Underwriters are in conformity with the terms of such order.

 

(viii) The Indenture has been duly qualified under the 1939 Act.

 

(ix) The Indenture has been duly and validly authorized by all necessary limited liability company action, has been duly and validly executed and delivered by the Company.

 

(x) The Notes have been duly authorized, executed and issued by the Company.

 

(xi) No consent, approval, authorization, order, registration or qualification of or with any federal or Florida governmental agency or body or, to such counsel’s knowledge, any federal or Florida court, which has not been obtained or taken and is not in full force and effect, is required for the issue and sale of the Notes by the Company and the compliance by the Company with all of the provisions of this Agreement, except for the registration under the 1933 Act of the Notes, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Underwriters.

 

Such counsel shall state that nothing has come to such counsel’s attention that has caused such counsel to believe that each document incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when filed, was not, on its face, appropriately responsive, in all material respects, to the requirements of the 1934 Act and the 1934 Act Regulations. Such counsel shall also state that nothing has come to such counsel’s attention that has caused such counsel to believe that (i) the Registration Statement as of the effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Pricing Disclosure Package at the Applicable Time contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) that the Prospectus as of its date or at the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may also state that, except as otherwise expressly provided in such opinion, such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in or incorporated by reference into the Registration Statement, the Pricing Disclosure Package or the Prospectus and does not express any opinion or belief as to (i) the financial statements or other financial and accounting data contained or incorporated by reference therein, or excluded therefrom, including XBRL interactive data, (ii) the statement of the eligibility and qualification of the Trustee included in the Registration Statement (the “Form T-1”) or (iii) the information in the Prospectus under the caption “Book-Entry System.”

 

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In rendering the foregoing opinion, such counsel may state that such counsel has relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by such counsel to be reliable.

 

(f) You shall have received an opinion of Hunton Andrews Kurth LLP, counsel to the Company, dated the Closing Date, to the effect that:

 

(i) The statements set forth (i) under the caption “Description of Debt Securities” in the Base Prospectus and (ii) under the caption “Description of the Notes” in the Pricing Disclosure Package and the Prospectus, insofar as such statements purport to summarize certain provisions of the Indenture and the Notes, fairly summarize such provisions in all material respects.

 

(ii) No Governmental Approval, which has not been obtained or taken and is not in full force and effect, is required to authorize, or is required for, the execution or delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby.

 

(iii) The Company is not and, solely after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Prospectus, will not be subject to registration and regulation as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

 

(iv) The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Underwriting,” insofar as such statements purport to summarize certain provisions of this Agreement, fairly summarize such provisions in all material respects.

 

(v) The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Certain U.S. Federal Income Tax Considerations for Non-U.S. Holders,” insofar as such statements purport to constitute summaries of matters of United States federal income tax law, constitute accurate and complete summaries, in all material respects, subject to the qualifications set forth therein.

 

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(vi) The Indenture constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

 

(vii) The Notes, when duly authorized and executed by the Company, duly authenticated by the Trustee in accordance with the provisions of the Indenture and delivered by the Company against payment therefor in accordance with the terms of the Agreement and the Indenture, will constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms.

 

Such counsel may state that such counsel’s opinions in paragraphs (vii) and (viii) above are subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing. In rendering the foregoing opinions, Hunton Andrews Kurth LLP may state that (i) “Governmental Approval” means any consent, approval, license, authorization or validation of, or filing, qualification or registration with, any Governmental Authority required to be made or obtained by the Company pursuant to Applicable Laws, other than any consent, approval, license, authorization, validation, filing, qualification or registration that may have become applicable as a result of the involvement of any party (other than the Company) in the transactions contemplated by this Agreement or because of such parties’ legal or regulatory status or because of any other facts specifically pertaining to such parties; (ii) “Governmental Authorities” means any court, regulatory body, administrative agency or governmental body of the State of New York having jurisdiction over the Company under Applicable Laws and the Federal Energy Regulatory Commission, but excluding the New York State Public Service Commission; and (iii) “Applicable Laws” means those laws, rules and regulations of the State of New York and those federal laws, rules and regulations of the United States, in each case, that, in such counsel’s experience, are normally applicable to transactions of the type contemplated by this Agreement (other than the antifraud provisions of the United States federal securities laws, state securities or Blue Sky laws, antifraud laws, and the rules and regulations of the Financial Industry Regulatory Authority, Inc., and the New York State Public Service Commission and the New York State Public Service Law), but without such counsel having made any special investigation as to the applicability of any specific law, rule or regulation, and the Federal Power Act and the rules and regulations of the Federal Energy Regulatory Commission thereunder. In addition, such counsel may state that it has relied as to certain factual matters on information obtained from public officials, officers and representatives of the Company and that the signatures on all documents examined by such counsel are genuine, assumptions which such counsel shall not independently verified.

 

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You shall also have received a statement of Hunton Andrews Kurth LLP, dated the Closing Date, to the effect that:

 

(i) no facts have come to such counsel’s attention that have caused such counsel to believe that the documents filed by the Company under the 1934 Act and the 1934 Act Regulations that are incorporated by reference in the preliminary prospectus supplement that forms a part of the Pricing Disclosure Package and the Prospectus, when filed, were not, on their face, appropriately responsive in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations (except that in each case such counsel need not express any view as to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, or compliance with XBRL interactive data requirements), (ii) no facts have come to such counsel’s attention that have caused such counsel to believe that the Registration Statement, at the Applicable Time, and the Prospectus, as of its date, appeared on their face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the 1933 Act Rules and Regulations (except that in each case such counsel need not express any view as to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, compliance with XBRL interactive data requirements or that part of the Registration Statement that constitutes the statement of eligibility on the Form T-1) and (iii) no facts have come to such counsel’s attention that have caused such counsel to believe that the Registration Statement, at the Applicable Time, 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 that the Prospectus, as of its date or as of the Closing Date, contained or contains 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 (except that in each case such counsel need not express any view as to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, or compliance with XBRL interactive data requirements, or that part of the Registration Statement that constitutes the statement of eligibility on the Form T-1). Such counsel shall further state that, in addition, no facts have come to such counsel’s attention that have caused such counsel to believe that the Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted 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 (except that such counsel need not express any view as to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, or compliance with XBRL interactive data requirements).

 

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In addition, such statement shall confirm that the Prospectus has been filed with the Commission within the time period required by Rule 424 of the 1933 Act Regulations and any required filing of a Permitted Free Writing Prospectus pursuant to Rule 433 of the 1933 Act Regulations has been made with the Commission within the time period required by Rule 433(d) of the 1933 Act Regulations. Such statement shall further state that assuming the accuracy of the factual matters contained in the representations and warranties of the Company set forth in Section 2(d) of this Agreement, the Registration Statement became effective upon filing with the Commission pursuant to Rule 462 of the 1933 Act Regulations and, pursuant to Section 309 of the 1939 Act, the Indenture has been qualified under the 1939 Act, and that based solely on such counsel’s review of the Commission’s website, no stop order suspending the effectiveness of the Registration Statement has been issued and, to such counsel’s knowledge, no proceedings for that purpose have been instituted or are pending or threatened by the Commission. In addition, such counsel may state that such counsel does not pass upon, or assume any responsibility for, the accuracy, completeness or fairness of the statements contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus and has made no independent check or verification thereof (except to the limited extent referred to in Section 6(f)(i), (iv) and (v) above).

 

(g) You shall have received a letter from Sidley Austin llp, counsel for the Underwriters, dated the Closing Date, with respect to such opinions and statements as you may reasonably request, and the Company shall have furnished to such counsel such documents as it may request for the purpose of enabling it to pass upon such matters. In giving its opinion, Sidley Austin llp may rely on the opinion of Dianne M. Triplett, Esq. (or other appropriate counsel reasonably satisfactory to the Representatives) as to matters of Florida law.

 

(h) On or after the date hereof, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally or of the securities of the Company or Duke Energy Corporation, on the New York Stock Exchange LLC; or (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities or a material disruption in commercial banking services or securities settlement or clearance services in the United States; or (iii) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this subsection (h) in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectus. In such event there shall be no liability on the part of any party to any other party except as otherwise provided in Section 7 hereof and except for the expenses to be borne by the Company as provided in Section 5(j) hereof.

 

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(i) You shall have received a certificate of the Chairman of the Board, the President, any Vice President, the Secretary or an Assistant Secretary and any financial or accounting officer of the Company, dated the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct as of the Closing Date, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date, that the conditions specified in Section 6(c) and Section 6(d) have been satisfied, and that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission.

 

(j) At the time of the execution of this Agreement, you shall have received a letter dated such date, in form and substance satisfactory to you, from Deloitte & Touche LLP, the Company’s independent registered public accounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Pricing Disclosure Package and the Prospectus, including specific references to inquiries regarding any increase in long-term debt (excluding current maturities), decrease in net current assets (defined as current assets less current liabilities) or member’s equity, and decrease in operating revenues or net income for the period subsequent to the latest financial statements incorporated by reference in the Registration Statement when compared with the corresponding period from the preceding year, as of a specified date not more than three business days prior to the date of this Agreement.

 

(k) At the Closing Date, you shall have received from Deloitte & Touche LLP, a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to subsection (j) of this Section 6, except that the specified date referred to shall be not more than three business days prior to the Closing Date.

 

The Company will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request.

 

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7.      Indemnification. (a)       The Company agrees to indemnify and hold harmless each Underwriter, their respective officers and directors, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act, as follows:

 

(i) against any and all loss, liability, claim, damage and expense whatsoever arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) including the Rule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters expressly for use in the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus;

 

(ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and

 

(iii) against any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) of this subsection 7(a).

 

In no case shall the Company be liable under this indemnity agreement with respect to any claim made against any Underwriter or any such controlling person unless the Company shall be notified in writing of the nature of the claim within a reasonable time after the assertion thereof, but failure so to notify the Company shall not relieve it from any liability which it may have otherwise than under subsections 7(a) and 7(d). The Company shall be entitled to participate at its own expense in the defense, or, if it so elects, within a reasonable time after receipt of such notice, to assume the defense of any suit, but if it so elects to assume the defense, such defense shall be conducted by counsel chosen by it and approved by the Underwriter or Underwriters or controlling person or persons, or defendant or defendants in any suit so brought, which approval shall not be unreasonably withheld. In any such suit, any Underwriter or any such controlling person shall have the right to employ its own counsel, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless (i) the Company and such Underwriter shall have mutually agreed to the employment of such counsel, or (ii) the named parties to any such action (including any impleaded parties) include both such Underwriter or such controlling person and the Company and such Underwriter or such controlling person shall have been advised by such counsel that a conflict of interest between the Company and such Underwriter or such controlling person may arise and for this reason it is not desirable for the same counsel to represent both the indemnifying party and also the indemnified party (it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Underwriters and all such controlling persons, which firm shall be designated in writing by you). The Company agrees to notify you within a reasonable time of the assertion of any claim against it, any of its officers or directors or any person who controls the Company within the meaning of Section 15 of the 1933 Act, in connection with the sale of the Notes.

 

  17  

 

 

(b) Each Underwriter severally and not jointly agrees that it will indemnify and hold harmless the Company, its directors and each of the officers 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 1933 Act to the same extent as the indemnity contained in subsection (a) of this Section, but only with respect to statements or omissions made in the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters expressly for use in the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus. In case any action shall be brought against the Company or any person so indemnified based on the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each person so indemnified shall have the rights and duties given to the Underwriters, by the provisions of subsection (a) of this Section 7.

 

(c) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding, and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

 

  18  

 

 

(d) If the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party in respect of any and all loss, liability, claim, damage and expense whatsoever (or actions in respect thereof) that would otherwise have been indemnified under the terms of such indemnity, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Notes. If, however, 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 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 loss, liability, claim, damage or expense (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total compensation received by the Underwriters in respect of the underwriting discount as set forth in the table on the cover page of the Prospectus. 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 the 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 contributions pursuant to this Section 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 Section. The amount paid or payable by an indemnified party as a result of the losses, liabilities, claims, damages or expenses (or actions in respect thereof) referred to above in this Section 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. Notwithstanding the provisions of this Section, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute are several in proportion to their respective underwriting obligations and not joint.

 

  19  

 

 

8.      Default by One or More of the Underwriters. (a) If any Underwriter shall default in its obligation to purchase the principal amount of the Notes, which it has agreed to purchase hereunder on the Closing Date, you may in your discretion arrange for you or another party or other parties to purchase such Notes, on the terms contained herein. If within twenty-four hours after such default by any Underwriter you do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of twenty-four hours within which to procure another party or other parties satisfactory to you to purchase such Notes on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Notes, or the Company notifies you that it has so arranged for the purchase of such Notes, you or the Company shall have the right to postpone such Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement, the Pricing Disclosure Package or the Prospectus which may be required. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Notes.

 

(b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by you or the Company as provided in subsection (a) above, the aggregate amount of such Notes which remains unpurchased does not exceed one-tenth of the aggregate amount of all the Notes to be purchased at such Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the amounts of Notes which such Underwriter agreed to purchase hereunder at such Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the amount of Notes which such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

 

(c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by you or the Company as provided in subsection (a) above, the aggregate amount of such Notes which remains unpurchased exceeds one-tenth of the aggregate amount of all the Notes to be purchased at such Closing Date, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase the Notes of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company as provided in Section 5(j) hereof and the indemnity and contribution agreement in Section 7 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

 

9.      Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company or 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, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company, or any of their respective officers or directors or any controlling person referred to in Section 7, and will survive delivery of and payment for the Notes.

 

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10.    Reliance on Your Acts. In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the Company shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives.

 

11.    No Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Notes pursuant to this Agreement is an arm’s-length commercial transaction between the Company on the one hand, and the Underwriters on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its shareholders, creditors, employees, or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transaction contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

 

12.    Recognition of the U.S. Special Resolution Regimes.

 

(i)        In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

 

(ii)       In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

 

As used in this Section 12:

 

BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

 

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Covered Entity” means any of the following:

 

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

 

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

 

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

 

Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

 

U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

 

13.  Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed or telecopied and confirmed to CastleOak Securities, L.P., 110 East 59th Street, 2nd Floor, New York, New York 10022, Attention: Philip Ippolito, Facsimile: (212) 308-7342; C.L. King & Associates, Inc., 410 Park Avenue, Suite 1620, New York, New York 10022, Attention: Anne Serewicz, Facsimile: (518) 431-3556; Drexel Hamilton, LLC, 77 Water Street, Suite 201, New York, New York 10005, Attention: Jeremy Traska, Facsimile: (646) 412-1500; Great Pacific Securities, 151 Kalmus Drive, Suite H-8, Costa Mesa, CA 92626, Attention: Christopher Vinck-Luna, Facsimile: (714) 619-3019; PNC Capital Markets LLC, 300 Fifth Avenue, 10th Floor, Pittsburgh, PA 15222, Attention: Debt Capital Markets, Transaction Execution, Facsimile No.: (412) 762-2760; and Samuel A. Ramirez & Company, Inc., 61 Broadway, 29th Floor New York, New York 10006, Attention: Raymond O’Connor, Managing Director, Facsimile: (212) 248-3856; or if sent to the Company, will be mailed or telecopied and confirmed to it at 550 North Tryon Street, Charlotte, North Carolina 28202, Attention: John L. Sullivan, III, Assistant Treasurer, Telephone: (980) 373-3564, (fax no.: (980) 373-4723). Any such communications shall take effect upon receipt thereof.

 

14.  Business Day. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

 

15.  Successors. This Agreement shall inure to the benefit of and be binding upon the 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, firm or corporation, other than the parties hereto and their respective successors and the controlling persons, officers and directors referred to in Section 7 and their respective successors, heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained; this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and said controlling persons, officers and directors and their respective successors, heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Notes from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

 

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16.  Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

17.  Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

 

If the foregoing is in accordance with your understanding, kindly sign and return to us two counterparts hereof, and upon confirmation and acceptance by the Underwriters, this letter and such confirmation and acceptance will become a binding agreement between the Company, on the one hand, and each of the Underwriters, on the other hand, in accordance with its terms.

 

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  Very truly yours,
   
  DUKE ENERGY FLORIDA, LLC
   
  By: /s/ John L. Sullivan, III
    Name: John L. Sullivan, III
    Title:  Assistant Treasurer

 

[Remainder of page left blank intentionally]

 

[Signature Page to Underwriting Agreement]

 

 

 

 

The foregoing Underwriting Agreement is hereby
confirmed and accepted as of the date first above written.

 

CastleOak Securities, L.P.

C.L. King & Associates, Inc.

Drexel Hamilton, LLC

Great Pacific Securities

PNC Capital Markets LLC

Samuel A. Ramirez & Company, Inc.

 

On behalf of each of the Underwriters

 

CastleOak Securities, L.P.   C.L. King & Associates, Inc.  

 

By: /s/ Phillip J. Ippolito   By: /s/ Anne Serewicz
  Name:   Phillip J. Ippolito     Name:   Anne Serewicz
  Title:    Chief Financial Officer     Title:    Senior Managing Director  

 

Drexel Hamilton, LLC   Great Pacific Securities

 

By: /s/ Jeremy Traska   By: /s/ Steven Willis
  Name:   Jeremy Traska     Name:   Steven Willis
  Title:    Managing Director     Title:    Sr. Managing Director  

 

PNC Capital Markets LLC   Samuel A. Ramirez & Company, Inc.

 

By: /s/ Valerie Shadeck   By: /s/ Lawrence F. Goldman
  Name:   Valerie Shadeck     Name:   Lawrence F. Goldman
  Title:    Director     Title:    Managing Director  

 

[Signature Page to Underwriting Agreement]

 

 

 

 

SCHEDULE A

 

 

Underwriter   Principal Amount
Notes
to be Purchased
 
CastleOak Securities, L.P.   $ 33,334,000  
Great Pacific Securities     33,334,000  
PNC Capital Markets LLC     33,334,000  
Samuel A. Ramirez & Company, Inc.     33,334,000  
C.L. King & Associates, Inc.     33,332,000  
Drexel Hamilton, LLC     33,332,000  
Total   $ 200,000,000  

 

  A-1  

 

 

SCHEDULE B

 

PRICING DISCLOSURE PACKAGE

 

1) Base Prospectus
2) Preliminary Prospectus Supplement dated November 21, 2019
3) Permitted Free Writing Prospectus
  a) Pricing Term Sheet attached as Schedule C hereto

 

  B-1  

 

 

SCHEDULE C

Filed pursuant to Rule 433

November 21, 2019

Relating to

Preliminary Prospectus Supplement dated November 21, 2019

to

Prospectus dated September 23, 2019

Registration Statement No. 333-233896-05

 

Duke Energy Florida, LLC

 

$200,000,000 Series A Floating Rate Senior Notes due 2021

 

Pricing Term Sheet

 

Issuer: Duke Energy Florida, LLC
Trade Date: November 21, 2019
Settlement Date: November 26, 2019; T + 3
Security Description: Series A Floating Rate Senior Notes due 2021 (the “Notes”)
Principal Amount: $200,000,000
Maturity Date: November 26, 2021
Price to Public: 100% per Note, plus accrued interest, if any, from November 26, 2019
Coupon: Floating Rate – reset quarterly based on the three-month LIBOR plus 25 bps
Interest Payment Dates: February 26, May 26, August 26 and November 26, beginning on February 26, 2020
Redemption Provisions: The Notes may not be redeemed prior to their maturity.
CUSIP / ISIN: 26444H AG6 / US26444HAG65
Joint Book-Running Managers:

PNC Capital Markets LLC

CastleOak Securities, L.P.

C.L. King & Associates, Inc.

Drexel Hamilton, LLC

Great Pacific Securities

Samuel A. Ramirez & Company, Inc.

  

 

 

 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling CastleOak Securities, L.P. toll free at 1-800-955-6332, C.L. King & Associates, Inc. toll free at 1-800-743-6626, Drexel Hamilton, LLC collect at 1-212-632-0400, Great Pacific Securities toll free at 1-800-284-4804, PNC Capital Markets LLC toll free at 1-855-881-0697 and Samuel A. Ramirez & Company, Inc. toll free at 1-800-888-4086.