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): September 29, 2023
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)) |
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 |
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. |
Item 8.01. Other Events.
On September 29, 2023, Duke Energy Florida, LLC (the “Company”) consummated the issuance and sale of the securities described below pursuant to an underwriting agreement, dated September 27, 2023 (the “Underwriting Agreement”), with Morgan Stanley & Co. LLC, as underwriter (the “Underwriter”), pursuant to which the Company agreed to issue and sell to the Underwriter $200,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, Floating Rate Series due 2073 (the “Mortgage Bonds”). The Mortgage Bonds were sold to the Underwriter 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 Sixtieth Supplemental Indenture, dated as of September 1, 2023 (the “Supplemental Indenture”), each between the Company and The Bank of New York Mellon, as successor Trustee and calculation agent, relating to the Mortgage Bonds (collectively, the “Mortgage”).
The foregoing disclosure is qualified in its entirety by the provisions of the Mortgage, the Supplemental Indenture, together with the form of global bond evidencing the Mortgage Bonds included therein, which is filed as Exhibit 4.1 hereto, and the 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. 333-267583-03).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit | Description |
Exhibit 4.1 | Sixtieth Supplemental Indenture, dated as of September 1, 2023, between the Company and The Bank of New York Mellon, as successor Trustee and Calculation Agent |
Exhibit 5.1 | Opinion regarding validity of the Mortgage Bonds |
Exhibit 23.1 | Consent (included as part of Exhibit 5.1) |
Exhibit 99.1 | Underwriting Agreement, dated September 27, 2023, between the Company and Morgan Stanley & Co. LLC, as underwriter |
Exhibit 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the 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: September 29, 2023 | 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
526 South Church Street
Charlotte, North Carolina 28202
DUKE ENERGY FLORIDA, LLC
TO
THE BANK OF NEW YORK MELLON, TRUSTEE AND CALCULATION AGENT
SIXTIETH
SUPPLEMENTAL INDENTURE
Dated as of September 1, 2023
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 $15,900,000. |
TABLE OF CONTENTS*
Page | ||
RECITALS | 2 | |
Granting Language | 5 | |
ARTICLE I | ||
THE NEW SERIES BONDS | 7 | |
A. CREATION OF FIRST MORTGAGE BONDS, FLOATING RATE SERIES DUE 2073 | 7 | |
B. FORM OF THE NEW SERIES BONDS | 17 | |
C. INTEREST ON THE NEW SERIES BONDS | 32 | |
ARTICLE II | ||
ADDITIONAL COVENANTS | 33 | |
ARTICLE III | ||
CALCULATION AGENT | 33 | |
ARTICLE IV | ||
SUNDRY PROVISIONS | 37 | |
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 September 2023, 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”) and calculation agent (hereinafter sometimes called the “Calculation Agent”), 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-nine 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-nine 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 | |
Thirteenth August 1, 1967 | $25,000,000 First Mortgage Bonds, 6 1/8% Series due 1997 |
2
Supplemental Indenture and Date |
Providing for: | |
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 |
3
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 | |
Fifty-Sixth November 1, 2019 |
$700,000,000 First Mortgage Bonds, 2.50% Series due 2029 | |
Fifty-Seventh June 1, 2020 |
$500,000,000 First Mortgage Bonds, 1.75% Series due 2030 | |
Fifty-Eighth November 1, 2021 |
$650,000,000 First Mortgage Bonds, 2.40% Series due 2031 $500,000,000 First Mortgage Bonds, 3.00% Series due 2051 | |
Fifty-Ninth November 1, 2022 |
$500,000,000 First Mortgage Bonds, 5.95% Series due 2052 |
4
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
WHEREAS, subsequent to the date of the execution and delivery of the Fifty-Ninth 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, Floating Rate Series due 2073 (the “2073 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 Two Hundred Million Dollars ($200,000,000) aggregate principal amount of New Series Bonds pursuant to Section 4.03 or Section 4.05 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-Ninth 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.
5
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.
6
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, FLOATING RATE SERIES DUE 2073
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, Floating Rate Series due 2073.” The initial issue of the 2073 Bonds shall consist of Two Hundred Million Dollars ($200,000,000) principal amount thereof. Subject to the terms of the Indenture, the principal amount of the 2073 Bonds is unlimited. The Company may, at its option in the future, issue additional 2073 Bonds.
The 2073 Bonds shall be issued only as registered bonds without coupons in the minimum denominations of One Thousand Dollars ($1,000) and integral multiples thereof.
Section 2. Definitions. The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture.
“Benchmark” means, initially, Compounded SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR (or the published SOFR Index used in the calculation thereof) or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.
“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Company (or its Designee) as of the Benchmark Replacement Date:
(1) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;
(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; and
(3) the sum of: (a) the alternate rate of interest that has been selected by the Company (or its Designee) as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for United States dollar denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company (or its Designee) as of the Benchmark Replacement Date:
(1) the spread adjustment, or method for calculating or determining such spread adjustment (which may be positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;
(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and
(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company (or its Designee) giving due consideration to any industry accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for United States dollar denominated floating rate notes at such time.
The Benchmark Replacement Adjustment shall not include the Margin and such Margin shall be applied to the Benchmark Replacement to determine the interest payable on the 2073 Bonds.
7
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition or interpretation of “interest period”, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenor, and other administrative matters), or any other changes to any other terms or provisions of the 2073 Bonds, in each case that the Company (or its Designee) decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company (or its Designee) decides that adoption of any portion of such market practice is not administratively feasible or if the Company (or its Designee) determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company (or its Designee) determines is reasonably necessary or practicable).
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:
(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):
(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component);
(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or
(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.
“business day” is any day that is not a Saturday, a Sunday, or a day on which banking institutions or trust companies in New York City are generally authorized or required by law or executive order to remain closed.
“Calculation Agent” means The Bank of New York Mellon, or its successor appointed by the Company, acting as calculation agent.
8
“Compounded SOFR” will be determined by the Calculation Agent in accordance with the following formula (and the resulting percentage will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point):
where:
“SOFR IndexStart” = For periods other than the initial Interest Period, the SOFR Index value on the preceding Interest Payment Determination Date, and, for the initial Interest Period, the SOFR Index value two United States Government Securities Business Days before the initial issue date;
“SOFR IndexEnd” = The SOFR Index value on the Interest Payment Determination Date relating to the applicable Interest Payment Date (or, in the final Interest Period, relating to the Stated Maturity or, in the case of a redemption or repayment of the 2073 Bonds, relating to the redemption date or Repayment Date, as the case may be); and
“dc” is the number of calendar days in the relevant Observation Period.
“Designee” means an independent financial advisor or any other designee of the Company.
“Interest Payment Dates” means the 15th day of January, April, July and October of each year, commencing January 15, 2024.
“Interest Payment Determination Date” means the date that is two United States Government Securities Business Days before each Interest Payment Date (or, in the final Interest Period, before the Stated Maturity or, in the case of a redemption of the 2073 Bonds, before the applicable redemption date, as the case may be).
“Interest Period” means (i) the period commencing on any Interest Payment Date (or, with respect to the initial Interest Period only, commencing on the Original Issue Date) to, but excluding, the next succeeding Interest Payment Date, (ii) in the case of the last such period, the period from and including the Interest Payment Date immediately preceding the Stated Maturity to, but excluding, the Stated Maturity or (iii) in the event of any redemption or repayment of any 2073 Bonds, from and including the Interest Payment Date immediately preceding the applicable redemption date or Repayment Date, as the case may be, to but excluding such redemption date or Repayment Date, as the case may be.
“ISDA Definitions” means the 2021 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“Margin” has the meaning set forth in Subsection A.3 hereof.
“New Maturity Date” has the meaning set forth in Subsection A.4 hereof.
“Observation Period” means in respect of each Interest Period, the period from, and including, the date that is two United States Government Securities Business Days preceding the first date in such Interest Period to, but excluding, the date that is two United States Government Securities Business Days preceding the Interest Payment Date for such Interest Period (or in the final Interest Period, preceding the Stated Maturity or, in the case of a redemption of the 2073 Bonds, preceding the applicable redemption date).
“Original Issue Date” means September 29, 2023.
9
“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the SOFR Index Determination Time and (2) if the Benchmark is not Compounded SOFR, the time determined by the Company (or its Designee) in accordance with the Benchmark Replacement Conforming Changes.
“Regular Record Date” means, with respect to each Interest Payment Date, the close of business on (i) the business day immediately preceding such Interest Payment Date so long as all of the 2073 Bonds remain in book-entry only form or (ii) the tenth calendar day immediately preceding such Interest Payment Date if any of the 2073 Bonds do not remain in book-entry only form.
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“Repayment Date” has the meaning set forth in Subsection A.4 hereof.
“SOFR” means the daily secured overnight financing rate as provided by the SOFR Administrator on the SOFR Administrator's Website.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of SOFR).
“SOFR Administrator's Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source.
“SOFR Index” means, with respect to any United States Government Securities Business
Day:
(1) the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR Administrator’s Website at 3:00 p.m. (New York City time) on such United States Government Securities Business Day (the "SOFR Index Determination Time"); provided that:
(2) if a SOFR Index value does not so appear as specified in (1) above at the SOFR Index Determination Time, then: (i) if a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to Section 104(b) hereof; or (ii) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to Section 104(c) hereof.
“Stated Maturity” means October 15, 2073, subject to the right of the Company to shorten the Stated Maturity upon a Tax Event, as provided in Subsection A.4 hereof, in which case the Stated Maturity shall mean the New Maturity Date.
“Tax Event” has the meaning set forth in Subsection A.4 hereof.
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
“United States Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
Section 3. (a) The 2073 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 “2073 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 2073 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 2073 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 2073 Bonds and the 2073 Bonds Redemption Price (as defined below), if applicable, will be payable, the transfer of the 2073 Bonds will be registrable and the 2073 Bonds will be exchangeable for the 2073 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 2073 Global Bond, the Company may make payments of principal of, and interest on, the 2073 Global Bond and the 2073 Bonds Redemption Price, if applicable, and interest on such 2073 Global Bond pursuant to and in accordance with such arrangements as are agreed upon by the Company and the Depositary for such 2073 Global Bond. The 2073 Bonds shall have the terms set forth in the form of the New Series Bond set forth in Section C of this Article I.
10
(b) Notwithstanding any other provision of this Subsection A.3 of this Article I or of Section 2.03 of the Original Indenture, except as contemplated by the provisions of paragraph (c) below, a 2073 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 2073 Global Bond, or to the Depositary, or to a successor Depositary for such 2073 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 2073 Global Bond notifies the Company that it is unwilling or unable to continue as the Depositary for such 2073 Global Bond or if at any time the Depositary for a 2073 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 2073 Global Bond. If a successor Depositary for such 2073 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 2073 Bonds in the form of definitive certificates in exchange for such 2073 Global Bond, will authenticate and deliver, without service charge, 2073 Bonds in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the 2073 Global Bond in exchange for such 2073 Global Bond. Such 2073 Bonds will be issued to and registered in the name of such person or persons as are specified by the Depositary.
(2) The Company may at any time and in its sole discretion (subject to the procedures of the Depositary) determine that any 2073 Bonds issued or issuable in the form of one or more 2073 Global Bonds shall no longer be represented by such 2073 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 2073 Bonds in the form of definitive certificates in exchange in whole or in part for such 2073 Global Bond or Bonds, will authenticate and deliver, without service charge, to each person specified by the Depositary, 2073 Bonds in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such 2073 Global Bond or the aggregate principal amount of such 2073 Global Bonds in exchange for such 2073 Global Bond or Bonds.
(3) If at any time a completed default has occurred and is continuing with respect to the 2073 Bonds and beneficial owners of a majority in aggregate principal amount of the 2073 Bonds represented by 2073 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 2073 Bonds in the form of definitive certificates in exchange for such 2073 Global Bond, will authenticate and deliver, without service charge, 2073 Bonds in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the 2073 Global Bond in exchange for such 2073 Global Bond. Such 2073 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 2073 Bonds in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a 2073 Global Bond for 2073 Bonds in the form of definitive certificates, such 2073 Global Bond shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, 2073 Bonds issued in exchange for a 2073 Global Bond pursuant to Subsection A.3 of this Article I shall be registered in such names and in such authorized denominations as the Depositary for such 2073 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 2073 Bonds to the persons in whose names the 2073 Bonds are so to be registered.
11
(5) Any endorsement of a 2073 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 2073 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 2073 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 2073 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 2073 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 2073 Global Bond for all purposes under the Indenture and the 2073 Bonds and beneficial owners with respect to such 2073 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 2073 Global Bond (including the payment of principal, the 2073 Bonds Redemption Price, if applicable, and interest and the giving of instructions or directions by or to the beneficial owners of such 2073 Global Bond as the sole holder of such 2073 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 2073 Global Bond or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Section 4. (a) September 29, 2023, shall be the date of the beginning of the first interest period for the 2073 Bonds. The first Interest Payment Date shall be January 15, 2024. The 2073 Bonds shall be dated as provided in Section 2.01 of the Original Indenture. The 2073 Bonds shall be payable on October 15, 2073 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, for each quarterly Interest Period at an annual rate equal to Compounded SOFR, determined as described below, minus 0.35% (negative 0.35%, the “Margin”) to the person(s) in whose name(s) the 2073 Bonds are registered at the close of business on the Regular Record Date for the applicable Interest Payment Date, in each case, subject to certain exceptions provided in this Supplemental Indenture and the Indenture, until the Stated Maturity, according to the terms of the bonds or on prior redemption or repayment 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.
On each Interest Payment Determination Date relating to the applicable Interest Payment Date, the Calculation Agent will calculate the amount of accrued interest payable on the 2073 Bonds by multiplying (i) the outstanding principal amount of the 2073 Bonds by (ii) the product of (a) the interest rate for the relevant Interest Period multiplied by (b) the quotient of the actual number of calendar days in such Observation Period divided by 360. In no event will the interest on the 2073 Bonds be less than zero. The interest rate for any Interest Period will not be adjusted for any modifications or amendments to the SOFR Index or SOFR data that the Federal Reserve Bank of New York may publish after the interest rate for that Interest Period has been determined.
Notwithstanding anything to the contrary in any transaction documents relating to the 2073 Bonds, if the Company (or its Designee) determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to determining Compounded SOFR, then the Company shall promptly notify the Calculation Agent and the benchmark replacement provisions set forth in Subsection A.4.c hereof will thereafter apply to all determinations of the rate of interest payable on the 2073 Bonds.
12
For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate for each Interest Period on the 2073 Bonds will be an annual rate equal to the sum of the Benchmark Replacement and the Margin.
Absent willful misconduct, bad faith or manifest error, the calculation of the applicable interest rate for each Interest Period by the Calculation Agent, or in certain circumstances described herein, by the Company (or its Designee), will be final and binding on the Company, the Trustee and the holders of the 2073 Bonds.
Principal of, and interest on, the 2073 Bonds and the Redemption Price, Special Redemption Price or Repayment 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 Redemption Price, Special Redemption Price or Repayment 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 or trust companies in The City of New York are generally authorized or required by law or executive order to remain closed.
(b) SOFR Index Unavailable Provisions. If a SOFR IndexStart or SOFR IndexEnd is not published on the associated Interest Payment Determination Date and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, “Compounded SOFR” means, for the applicable Interest Period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR Averages, and definitions required for such formula, published on the SOFR Administrator's Website at https://www.newyorkfed.org/markets/treasury-repo-reference-rates-information. For the purposes of this provision, references in the SOFR Averages compounding formula and related definitions to “calculation period” shall be replaced with “Observation Period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If SOFR does not so appear for any day, “i” in the Observation Period, SOFRi for· such day “i” shall be SOFR published in respect of the first preceding United States Government Securities Business Day for which SOFR was published on the SOFR Administrator's Website.
(c) Effect of Benchmark Transition Event.
(i) Benchmark Replacement. If the Company (or its Designee) determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the 2073 Bonds in respect of such determination on such date and all determinations on all subsequent dates.
(ii) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Company (or its Designee) will have the right to make Benchmark Replacement Conforming Changes from time to time.
(iii) Decisions and Determinations. Any determination, decision or election that may be made by the Company (or its Designee) pursuant to this Subsection A.4,including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the Company's (or its Designee's) sole discretion, and, notwithstanding anything to the contrary in any documentation relating to the 2073 Bonds, shall become effective without consent from the holders of the 2073 Bonds or any other party. For the avoidance of doubt, neither the Trustee nor the Calculation Agent will have any obligation (w) to monitor, determine or verify the unavailability or cessation of SOFR, the SOFR Index or any applicable Benchmark, or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (x) to select, determine or designate any alternative method, Benchmark Replacement or alternative index, or other successor or replacement alternative index, or whether any conditions to the designation of such a rate or index have been satisfied, (y) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (z) to determine whether or what Benchmark Replacement Conforming Changes with respect to such alternative method, Benchmark Replacement or alternative index are necessary or advisable, if any, in connection with any of the foregoing.
13
(d) Redemption at the Company’s Option. On or after October 15, 2053, the Company may redeem the 2073 Bonds at the Company’s option, in whole or in part, at any time and from time to time, at the following redemption prices (in each case expressed as a percentage of the principal amount), if redeemed during the twelve-month periods beginning on October 15 as set forth below:
Twelve-month period beginning on | Redemption price | |||
October 15, 2053 | 105.00 | % | ||
October 15, 2054 | 104.50 | % | ||
October 15, 2055 | 104.00 | % | ||
October 15, 2056 | 103.50 | % | ||
October 15, 2057 | 103.00 | % | ||
October 15, 2058 | 102.50 | % | ||
October 15, 2059 | 102.00 | % | ||
October 15, 2060 | 101.50 | % | ||
October 15, 2061 | 101.00 | % | ||
October 15, 2062 | 100.50 | % | ||
October 15, 2063 | 100.00 | % |
and thereafter at 100% of the principal amount, in each case, together with any accrued and unpaid interest thereon to but excluding the redemption date.
So long as the 2073 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 2073 Bonds, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in the 2073 Bonds to be redeemed. At all other times, the Trustee shall draw by lot the particular 2073 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 4(d) 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 2073 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 2073 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 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 4(d) hereof shall be delivered or given not less than 10 nor more than 90 days prior to the redemption date to the holders of the 2073 Bonds to be redeemed (which, as long as the 2073 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 2073 Bonds so called for redemption.
(e) Special Redemption. The 2073 Bonds shall also be redeemable, as a whole but not in part, at 125% of the principal amount of the 2073 Bonds (the “Special 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.
14
In the event of any redemption pursuant to this Section 4(e) 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 Special Redemption Price.
Any notice of redemption pursuant to this Section 4(e) hereof shall be delivered or given not less than 30 nor more than 90 days prior to the redemption date to the holders of 2073 Bonds to be redeemed (which, as long as the 2073 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 2073 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 Special 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).
(f) Repayment at Option of a Holder. The 2073 Bonds will be repayable at the option of a holder of the 2073 Bonds, in whole or in part, upon notice as described below, on the following dates (each a “Repayment Date”) and at the repayment prices (in each case expressed as a percentage of the principal amount) as set forth below:
Repayment date | Repayment price | |||
October 15, 2024 | 98.00 | % | ||
April 15, 2025 | 98.00 | % | ||
October 15, 2025 | 98.00 | % | ||
April 15, 2026 | 98.00 | % | ||
October 15, 2026 | 98.00 | % | ||
April 15, 2027 | 98.00 | % | ||
October 15, 2027 | 98.00 | % | ||
April 15, 2028 | 98.00 | % | ||
October 15, 2028 | 98.00 | % | ||
April 15, 2029 | 99.00 | % | ||
October 15, 2029 | 99.00 | % | ||
April 15, 2030 | 99.00 | % | ||
October 15, 2030 | 99.00 | % | ||
April 15, 2031 | 99.00 | % | ||
October 15, 2031 | 99.00 | % | ||
April 15, 2032 | 99.00 | % | ||
October 15, 2032 | 99.00 | % | ||
April 15, 2033 | 99.00 | % | ||
October 15, 2033 | 99.00 | % | ||
April 15, 2034 | 99.00 | % | ||
October 15, 2034 | 100.00 | % |
and on October 15 of every second year thereafter, through and including October 15, 2070, at 100% of the principal amount of the 2073 Bonds being repaid, plus, in each case, any accrued and unpaid interest on the 2073 Bonds being repaid, to but excluding the Repayment Date.
In order for a 2073 Bond to be repaid at the option of a Holder, the Trustee must receive, at least 30 but not more than 60 days before the Repayment Date,
(1) the 2073 Bonds with the form entitled “Option to Elect Repayment”on the reverse of the 2073 Bonds duly completed or
15
(2) a facsimile transmission or a letter from a member of a national securities exchange or a member of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States which must set forth:
(i) | the name of the Holder of the 2073 Bond; | |
(ii) | the principal amount of the 2073 Bond; | |
(iii) | the principal amount of the 2073 Bond to be repaid; | |
(iv) | the certificate number or a description of the tenor and terms of the 2073 Bond; and | |
(v) | a statement that the option to elect repayment is being exercised and a guarantee that the 2073 Bond to be repaid, together with the duly completed form entitled “Option to Elect Repayment” on the reverse of the 2073 Bond, will be received by the Trustee not later than the fifth business day after the date of that facsimile transmission or letter. |
With respect to 2073 Bonds which are issued in the form of one or more Global Securities registered in the name of the Depositary, an owner of a beneficial interest in such Global Security shall give notice to elect to have its 2073 Bonds repaid, through its Depositary participant, to the Trustee, and shall effect delivery of such 2073 Bonds by causing such participant to transfer the interest in the 2073 Bonds, on the Depositary's records, to the Trustee. The requirement for physical delivery of the 2073 Bonds in connection with a repayment of the 2073 Bonds at the option of a Holder will be deemed satisfied when the ownership rights in the 2073 Bonds are transferred by the Depositary participant on the Depositary's records and followed by a book-entry credit of the 2073 Bonds to the Trustee's Depositary account.
The repayment option may be exercised by the Holder of a 2073 Bond for less than the entire principal amount of the 2073 Bond but, in that event, the principal amount of the 2073 Bond remaining outstanding after repayment must be in an authorized denomination.
(g) Conditional Right to Shorten Maturity. If a Tax Event occurs, the Company will have the right to shorten the Stated Maturity of the 2073 Bonds to a new date (the “New Maturity Date”), without the consent of the Holders of the 2073 Bonds,
(1) to the minimum extent required, in the opinion of nationally recognized independent tax counsel, so that, after shortening the Stated Maturity, interest paid on the 2073 Bonds will be deductible for United States federal income tax purposes or
(2) if that counsel cannot opine definitively as to such a minimum period, the minimum extent so required to maintain the Company's interest deduction,
in each case, to the extent deductible under current law, as determined in good faith by the Board of Directors, after receipt of an opinion of that counsel regarding the applicable legal standards. In that case, the amount payable on the 2073 Bonds on the New Maturity Date will be equal to 100% of the principal amount of the 2073 Bonds plus accrued and unpaid interest, if any, on the 2073 Bonds to but excluding the New Maturity Date. If the Company elects to exercise its right to shorten the Stated Maturity of the 2073 Bonds when a Tax Event occurs, the Company will give notice to each Holder of 2073 Bonds not more than 60 days after the occurrence of the Tax Event, stating the New Maturity Date of the 2073 Bonds.
16
“Tax Event” means that the Company shall have received an opinion of nationally recognized independent tax counsel to the effect that, as a result of:
(1) any amendment to, clarification of, or change (including any announced prospective amendment, clarification or change) in any law, or any regulation thereunder, of the United States;
(2) any judicial decision, official administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or announcement of intent to adopt or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an "administrative or judicial action"); or
(3) any amendment to, clarification of, or change in any official position with respect to, or any interpretation of, an administrative or judicial action or a law or regulation of the United States that differs from the previously generally accepted position or interpretation,
in each case, occurring on or after September 29, 2023, there is more than an insubstantial increase in the risk that interest paid by the Company on the 2073 Bonds is not, or will not be, deductible, in whole or in part, by the Company for United States federal income tax purposes.
(h) The 2073 Bonds of the several denominations are exchangeable for a like aggregate principal amount of other 2073 Bonds of other authorized denominations. Notwithstanding the provisions of Section 2.03 of the Original Indenture, for any exchange of the 2073 Bonds for other 2073 Bonds of different authorized denominations, or for any transfer of 2073 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 2073 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, FLOATING RATE SERIES DUE 2073 MAY, UNDER CONDITIONS PROVIDED IN THE INDENTURE, BE EXCHANGED FOR FIRST MORTGAGE BONDS, FLOATING RATE SERIES DUE 2073 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, FLOATING RATE SERIES DUE 2073 IN THE FORM OF DEFINITIVE CERTIFICATES.]
17
REGISTERED BOND | CUSIP No. |
DUKE ENERGY FLORIDA, LLC
(Organized under the laws of the State of Florida)
FIRST
MORTGAGE BOND,
FLOATING RATE SERIES DUE 2073
DUE October 15, 2073
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 October 15, 2073 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, for each quarterly Interest Period at an annual rate equal to Compounded SOFR, determined as described below, minus 0.35% (negative 0.35%, the “Margin”), commencing January 15, 2024, to the person in whose name this bond is registered at the close of business on the Regular Record Date for the applicable interest payment date, in each case, subject to certain exceptions provided in the Mortgage hereinafter mentioned, at the annual rate equal to Compounded SOFR minus the Margin, 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.
For purposes of this bond, except as otherwise expressly provided or unless the context otherwise requires, the following terms have the following meanings:
“Benchmark” means, initially, Compounded SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR (or the published SOFR Index used in the calculation thereof) or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.
“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Company (or its Designee) as of the Benchmark Replacement Date:
(1) | the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment; |
(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; and
(3) the sum of: (a) the alternate rate of interest that has been selected by the Company (or its Designee) as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for United States dollar denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
18
“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company (or its Designee) as of the Benchmark Replacement Date:
(1) the spread adjustment, or method for calculating or determining such spread adjustment (which may be positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;
(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and
(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company (or its Designee) giving due consideration to any industry accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for United States dollar denominated floating rate notes at such time.
The Benchmark Replacement Adjustment shall not include the Margin and such Margin shall be applied to the Benchmark Replacement to determine the interest payable on the Bonds of this Series.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition or interpretation of “interest period”, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenor, and other administrative matters), or any other changes to any other terms or provisions of the Bonds of this Series, in each case that the Company (or its Designee) decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company (or its Designee) decides that adoption of any portion of such market practice is not administratively feasible or if the Company (or its Designee) determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company (or its Designee) determines is reasonably necessary or practicable).
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:
(1) | in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or |
(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):
(1) | a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); |
19
(2) | a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or |
(3) | a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative. |
“business day” is any day that is not a Saturday, a Sunday, or a day on which banking institutions or trust companies in New York City are generally authorized or required by law or executive order to remain closed.
“Calculation Agent” means The Bank of New York Mellon, or its successor appointed by the Company, acting as calculation agent.
“Compounded SOFR” will be determined by the Calculation Agent in accordance with the following formula (and the resulting percentage will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point):
where:
“SOFR IndexStart” = For periods other than the initial Interest Period, the SOFR Index value on the preceding Interest Payment Determination Date, and, for the initial Interest Period, the SOFR Index value two United States Government Securities Business Days before the initial issue date;
“SOFR IndexEnd” = The SOFR Index value on the Interest Payment Determination Date relating to the applicable Interest Payment Date (or, in the final Interest Period, relating to the Stated Maturity or, in the case of a redemption or repayment of the Bonds of this Series, relating to the redemption date or Repayment Date, as the case may be); and
“dc” is the number of calendar days in the relevant Observation Period.
“Designee” means an independent financial advisor or any other designee of the Company.
“Interest Payment Dates” means the 15th day of January, April, July and October of each year, commencing January 15, 2024.
“Interest Payment Determination Date” means the date that is two United States Government Securities Business Days before each Interest Payment Date (or, in the final Interest Period, before the Stated Maturity or, in the case of a redemption of the Bonds of this Series, before the applicable redemption date, as the case may be).
“Interest Period” means (i) the period commencing on any Interest Payment Date (or, with respect to the initial Interest Period only, commencing on the Original Issue Date) to, but excluding, the next succeeding Interest Payment Date, (ii) in the case of the last such period, the period from and including the Interest Payment Date immediately preceding the Stated Maturity to, but excluding, the Stated Maturity or (iii) in the event of any redemption or repayment of any Bonds of this Series, from and including the Interest Payment Date immediately preceding the applicable redemption date or Repayment Date, as the case may be, to but excluding such redemption date or Repayment Date, as the case may be.
20
“ISDA Definitions” means the 2021 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“Observation Period” means in respect of each Interest Period, the period from, and including, the date that is two United States Government Securities Business Days preceding the first date in such Interest Period to, but excluding, the date that is two United States Government Securities Business Days preceding the Interest Payment Date for such Interest Period (or in the final Interest Period, preceding the Stated Maturity or, in the case of a redemption of the Bonds of this Series, preceding the applicable redemption date).
“Original Issue Date” means September 29, 2023.
“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the SOFR Index Determination Time and (2) if the Benchmark is not Compounded SOFR, the time determined by the Company (or its Designee) in accordance with the Benchmark Replacement Conforming Changes.
“Regular Record Date” means, with respect to each Interest Payment Date, the close of business on (i) the business day immediately preceding such Interest Payment Date so long as all of the Bonds of this Series 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.
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“SOFR” means the daily secured overnight financing rate as provided by the SOFR Administrator on the SOFR Administrator's Website.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of SOFR).
“SOFR Administrator's Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source.
“SOFR Index” means, with respect to any United States Government Securities Business Day:
(1) the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR Administrator’s Website at 3:00 p.m. (New York City time) on such United States Government Securities Business Day (the "SOFR Index Determination Time"); provided that:
(2) if a SOFR Index value does not so appear as specified in (1) above at the SOFR Index Determination Time, then: (i) if a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to Section 104(b) hereof; or (ii) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to Section 104(c) hereof.
21
“Stated Maturity” means October 15, 2073, subject to the right of the Company to shorten the Stated Maturity upon a Tax Event, as provided on the reverse hereof, in which case the Stated Maturity shall mean the New Maturity Date.
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
“United States Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
(a) Determination of Interest. This bond will bear interest for each quarterly Interest Period at an annual rate equal to Compounded SOFR, determined as described below, plus the Margin.
On each Interest Payment Determination Date relating to the applicable Interest Payment Date, the Calculation Agent will calculate the amount of accrued interest payable on this bond by multiplying (i) the outstanding principal amount of this bond by (ii) the product of (a) the interest rate for the relevant Interest Period multiplied by (b) the quotient of the actual number of calendar days in such Observation Period divided by 360. In no event will the interest on this bond be less than zero. The interest rate for any Interest Period will not be adjusted for any modifications or amendments to the SOFR Index or SOFR data that the Federal Reserve Bank of New York may publish after the interest rate for that Interest Period has been determined.
Notwithstanding anything to the contrary in any transaction documents relating to the Bonds of this Series, if the Company (or its Designee) determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to determining Compounded SOFR, then the Company shall promptly notify the Calculation Agent and the benchmark replacement provisions set forth below under “Effect of Benchmark Transition Event” will thereafter apply to all determinations of the rate of interest payable on this bond.
For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate for each Interest Period on this bond will be an annual rate equal to the sum of the Benchmark Replacement and the Margin.
Absent willful misconduct, bad faith or manifest error, the calculation of the applicable interest rate for each Interest Period by the Calculation Agent, or, in certain circumstances described herein, by the Company (or its Designee), will be final and binding on the Company, the Trustee and the holders of the Bonds of this Series.
(b) SOFR Index Unavailable Provisions. If a SOFR IndexStart or SOFR IndexEnd is not published on the associated Interest Payment Determination Date and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, “Compounded SOFR” means, for the applicable Interest Period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR Averages, and definitions required for such formula, published on the SOFR Administrator's Website at https://www.newyorkfed.org/markets/treasury-repo-reference-rates-information. For the purposes of this provision, references in the SOFR Averages compounding formula and related definitions to “calculation period” shall be replaced with “Observation Period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If SOFR does not so appear for any day, “i” in the Observation Period, SOFRi for· such day “i” shall be SOFR published in respect of the first preceding United States Government Securities Business Day for which SOFR was published on the SOFR Administrator's Website.
22
(c) Effect of Benchmark Transition Event.
(i) Benchmark Replacement. If the Company (or its Designee) determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Bonds of this Series in respect of such determination on such date and all determinations on all subsequent dates.
(ii) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Company (or its Designee) will have the right to make Benchmark Replacement Conforming Changes from time to time.
(iii) Decisions and Determinations. Any determination, decision or election that may be made by the Company (or its Designee) pursuant to this paragraph, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the Company's (or its Designee's) sole discretion, and, notwithstanding anything to the contrary in any documentation relating to the Bonds of this Series, shall become effective without consent from the holders of the Bonds of this Series or any other party. For the avoidance of doubt, neither the Trustee nor the Calculation Agent will have any obligation (w) to monitor, determine or verify the unavailability or cessation of SOFR, the SOFR Index or any applicable Benchmark, or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (x) to select, determine or designate any alternative method, Benchmark Replacement or alternative index, or other successor or replacement alternative index, or whether any conditions to the designation of such a rate or index have been satisfied, (y) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (z) to determine whether or what Benchmark Replacement Conforming Changes with respect to such alternative method, Benchmark Replacement or alternative index are necessary or advisable, if any, in connection with any of the foregoing.
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.
23
Dated: September , 2023
DUKE ENERGY FLORIDA, LLC | ||
By: | ||
Name: | ||
Title: |
Attest: | |
Name: | |
Title: |
24
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: |
25
[TEXT APPEARING ON REVERSE SIDE OF BOND]
DUKE ENERGY FLORIDA, LLC
FIRST
MORTGAGE BOND
FLOATING RATE SERIES DUE 2073
DUE OCTOBER 15, 2073
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, Floating Rate Series due 2073 (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 Sixtieth Supplemental Indenture dated as of September 1, 2023 (the “Sixtieth 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 minimum denominations of One Thousand Dollars ($1,000) and integral multiples thereof and are exchangeable for a like aggregate principal amount of Bonds of this Series of other authorized denominations. This bond is transferable as prescribed in the Mortgage by the registered holder hereof in person, or by his duly authorized attorney, at the office or agency of the Company in said Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, and upon payment, if the Company shall require it, of the transfer charges prescribed in the Sixtieth 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.
26
Optional Redemption
On or after October 15, 2053, the Company may redeem the Bonds of this Series at the Company’s option, in whole or in part, at any time and from time to time, at the following redemption prices (in each case expressed as a percentage of the principal amount), if redeemed during the twelve-month periods beginning on October 15 as set forth below:
Twelve-month period beginning on | Redemption price | |||
October 15, 2053 | 105.00 | % | ||
October 15, 2054 | 104.50 | % | ||
October 15, 2055 | 104.00 | % | ||
October 15, 2056 | 103.50 | % | ||
October 15, 2057 | 103.00 | % | ||
October 15, 2058 | 102.50 | % | ||
October 15, 2059 | 102.00 | % | ||
October 15, 2060 | 101.50 | % | ||
October 15, 2061 | 101.00 | % | ||
October 15, 2062 | 100.50 | % | ||
October 15, 2063 | 100.00 | % |
and thereafter at 100% of the principal amount, in each case, together with any accrued and unpaid interest thereon to but excluding 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 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 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 125% of the principal amount of the Bonds of this Series (the “Special 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.
27
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 Special Redemption Price.
Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given 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 Special 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).
Repayment at Option of a Holder
The Bonds of this Series will be repayable at the option of a holder of the Bonds of this Series, in whole or in part, upon notice as described below, on the following dates (each a “Repayment Date”) and at the repayment prices (in each case expressed as a percentage of the principal amount) as set forth below:
Repayment date | Repayment price | |||
October 15, 2024 | 98.00 | % | ||
April 15, 2025 | 98.00 | % | ||
October 15, 2025 | 98.00 | % | ||
April 15, 2026 | 98.00 | % | ||
October 15, 2026 | 98.00 | % | ||
April 15, 2027 | 98.00 | % | ||
October 15, 2027 | 98.00 | % | ||
April 15, 2028 | 98.00 | % | ||
October 15, 2028 | 98.00 | % | ||
April 15, 2029 | 99.00 | % | ||
October 15, 2029 | 99.00 | % | ||
April 15, 2030 | 99.00 | % | ||
October 15, 2030 | 99.00 | % | ||
April 15, 2031 | 99.00 | % | ||
October 15, 2031 | 99.00 | % | ||
April 15, 2032 | 99.00 | % | ||
October 15, 2032 | 99.00 | % | ||
April 15, 2033 | 99.00 | % | ||
October 15, 2033 | 99.00 | % | ||
April 15, 2034 | 99.00 | % | ||
October 15, 2034 | 100.00 | % |
and on October 15 of every second year thereafter, through and including October 15, 2070, at 100% of the principal amount of the Bond of this Series being repaid, plus, in each case, any accrued and unpaid interest on the Bond of this Series being repaid, to but excluding the Repayment Date.
In order for a Bond of this Series to be repaid at the option of a Holder, the Trustee must receive, at least 30 but not more than 60 days before the Repayment Date,
28
(1) | the Bond of this Series with the form entitled “Option to Elect Repayment” on the reverse of the Bond of this Series duly completed or |
(2) | a facsimile transmission or a letter from a member of a national securities exchange or a member of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States which must set forth: |
(i) | the name of the Holder of the Bond of this Series; | |
(ii) | the principal amount of the Bond of this Series; | |
(iii) | the principal amount of the Bond of this Series to be repaid; | |
(iv) | the certificate number or a description of the tenor and terms of the Bond of this Series; and | |
(v) | a statement that the option to elect repayment is being exercised and a guarantee that the Bond of this Series to be repaid, together with the duly completed form entitled “Option to Elect Repayment” on the reverse of the Bond of this Series, will be received by the Trustee not later than the fifth business day after the date of that facsimile transmission or letter. |
With respect to Bond of this Series which are issued in the form of one or more Global Securities registered in the name of the Depositary, an owner of a beneficial interest in such Global Security shall give notice to elect to have its Bond of this Series repaid, through its Depositary participant, to the Trustee, and shall effect delivery of such Bond of this Series by causing such participant to transfer the interest in the Bond of this Series, on the Depositary's records, to the Trustee. The requirement for physical delivery of the Bond of this Series in connection with a repayment of the Bond of this Series at the option of a Holder will be deemed satisfied when the ownership rights in the Bond of this Series are transferred by the Depositary participant on the Depositary's records and followed by a book-entry credit of the Bond of this Series to the Trustee's Depositary account.
The repayment option may be exercised by the holder of a Bond of this Series for less than the entire principal amount of the Bond of this Series but, in that event, the principal amount of the Bond of this Series remaining outstanding after repayment must be in an authorized denomination.
Conditional Right to Shorten Maturity
If a Tax Event occurs, the Company will have the right to shorten the Stated Maturity of the Bonds of this Series to a new date (the “New Maturity Date”), without the consent of the Holders of the Bonds of this Series,
(1) | to the minimum extent required, in the opinion of nationally recognized independent tax counsel, so that, after shortening the Stated Maturity, interest paid on the Bonds of this Series will be deductible for United States federal income tax purposes or |
(2) | if that counsel cannot opine definitively as to such a minimum period, the minimum extent so required to maintain the Company's interest deduction, |
in each case, to the extent deductible under current law, as determined in good faith by the Board of Directors, after receipt of an opinion of that counsel regarding the applicable legal standards. In that case, the amount payable on the Bonds of this Series on the New Maturity Date will be equal to 100% of the principal amount of the Bonds of this Series plus accrued and unpaid interest, if any, on the Bonds of this Series to but excluding the New Maturity Date. If the Company elects to exercise its right to shorten the Stated Maturity of the Bonds of this Series when a Tax Event occurs, the Company will give notice to each Holder of Bonds of this Series not more than 60 days after the occurrence of the Tax Event, stating the New Maturity Date of the Bonds of this Series.
29
“Tax Event” means that the Company shall have received an opinion of nationally recognized independent tax counsel to the effect that, as a result of:
(1) | any amendment to, clarification of, or change (including any announced prospective amendment, clarification or change) in any law, or any regulation thereunder, of the United States; |
(2) | any judicial decision, official administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or announcement of intent to adopt or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an "administrative or judicial action"); or |
(3) | any amendment to, clarification of, or change in any official position with respect to, or any interpretation of, an administrative or judicial action or a law or regulation of the United States that differs from the previously generally accepted position or interpretation, |
in each case, occurring on or after September 29, 2023, there is more than an insubstantial increase in the risk that interest paid by the Company on the Bonds of this Series is not, or will not be, deductible, in whole or in part, by the Company for United States federal income tax purposes.
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 or the Special 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.
30
OPTION TO ELECT REPAYMENT
With respect to the
FIRST MORTGAGE BOND
FLOATING RATE SERIES DUE 2073
DUE OCTOBER 15, 2073
of Duke Energy Florida, LLC (the “Company”)
If you elect to have this bond purchased by the Company pursuant to the terms of the bond,
· | check this box: ¨; and |
· | state the principal amount of this bond: $ |
If you want to elect to have only part of this bond purchased by the Company pursuant to the terms of the bond,
· | check this box: ¨; |
· | state the principal amount to be purchased (must be in denominations of $1,000 or an integral multiple of $1,000): $ ;and |
· | state the principal amount (must be in denominations of $1,000 or an integral multiple of $1,000) remaining after such repurchase: $ |
Date: | By: | |||
Name: | Title: |
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 Securities Transfer Agents 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.
Please print name and address of registered Holder:
Name: | Social Security or other Taxpayer Identification Number, if any | ||
Address: | |||
31
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 the actual number of days elapsed over 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.
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.
32
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 or Section 4.05 of the Original Indenture, deliver to the Trustee the instruments required by said Section.
Section 2. That, so long as any of the New Series Bonds shall be outstanding, it will not declare or pay any dividends (except a dividend in its own common stock) upon its common stock, or make any other distribution (by way of purchase, or otherwise) to the holders thereof, except a payment or distribution out of net income of the Company subsequent to December 31, 1943; and that it will not permit any subsidiary of the Company to purchase any shares of common stock of the Company. 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.
ARTICLE III
CALCULATION AGENT
Section 1. Appointment. Upon the terms and subject to the conditions contained herein, the Company hereby appoints The Bank of New York Mellon as the Corporation’s calculation agent for the Bonds of this Series (the “Calculation Agent”) and The Bank of New York Mellon hereby accepts such appointment as the Company’s agent for the purpose of calculating the applicable interest rates on the Bonds of this Series in accordance with the provisions set forth herein.
Section 2. Duties and Obligations. The Calculation Agent shall: (a) calculate the applicable interest rates on the Bonds of this Series in accordance with the provisions set forth herein, and (b) exercise due care to determine the interest rates on the Bonds of this Series 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 Bonds of this Series, 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 Subsection A.2 of Article I).
Section 3. 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 Corporation 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 Bonds of this Series and the resignation or removal of the Calculation Agent.
33
(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 Bonds of this Series.
(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 Bonds of this Series 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 Bonds of this Series, 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 Bonds of this Series 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.
34
(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) The Calculation Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of SOFR or the SOFR Index, or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (iii) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or the business day convention, interest determination dates or any other relevant methodology for calculating any such substitute or successor benchmark, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. In connection with the foregoing, the Calculation Agent will be entitled to conclusively rely on any determinations made by the Company (or its Designee) and will have no liability for such actions taken at the direction of the Company (or its Designee).
(n) The Calculation Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties described in this Supplement Indenture as a result of the unavailability of SOFR, the SOFR Index or other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information contemplated by this Supplement Indenture and reasonably required for the performance of such duties.
Section 4. 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 5. 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 30 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 6. 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.
35
Section 7. 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 (if other than the Calculation Agent), notwithstanding the provisions of this Article III, 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 8. Merger, Conversion, Consolidation, Sale or Transfer. Any Company into which the Calculation Agent may be merged or converted, or any Company with which the Calculation Agent may be consolidated, or any Company 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).
Section 9. 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
Attn: Duke Energy Florida Corporate Trust
4655 Salisbury Road, Suite 300
Jacksonville, Florida 32256
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.
Section 10. Electronic Communications. The Calculation Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Supplemental Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Calculation Agent an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give the Calculation Agent Instructions using Electronic Means 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 Company understands and agrees that the Calculation Agent cannot determine the identity of the actual sender of such Instructions and that the Calculation Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Calculation Agent have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Calculation Agent and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Calculation Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Calculation Agent’s good faith reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions 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; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Calculation Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Calculation Agent as soon as reasonably practicable upon learning of any compromise or unauthorized use of the security procedures. “Electronic Means” shall mean the following communications methods: e-mail, facsimile trans-mission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Calculation Agent, or another method or system specified by the Calculation Agent as available for use in connection with its services hereunder.
36
Section 11. 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 Bonds of this Series OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
Section 12. 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 Company 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 Bonds of this Series unless and until the Calculation Agent verifies the identities of the Company in accordance with its CIP.
Section 13. 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 Bonds of this Series. 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 14. 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 IV
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.
37
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 September 1, 2023, the actual dates of execution by the Company and by the Trustee are as indicated by the respective acknowledgments hereto annexed.
Section 5. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The words “execution,” signed,” signature,” and words of like import in this Indenture shall include images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the foregoing, and anything in the Indenture to the contrary notwithstanding, (a) any officers’ certificate, opinion of counsel, Trustee’s certificate, bond, certificate of authentication appearing on or attached to any bond, or other certificate, opinion of counsel, instrument, agreement or other document delivered pursuant to the Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats, (b) all references in Section 2.02 or elsewhere in the Indenture to the execution, attestation or authentication of any bond or any certificate of authentication appearing on or attached to any bond by means of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formats, and (c) any requirement in Section 2.02 or elsewhere in the Indenture that any signature be made under a corporate seal (or facsimile thereof) shall not be applicable to the Bonds of this Series.
[signature page follows]
38
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/ Chris R. Bauer | |
Chris R. Bauer, 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/ Carol Melendez | |
Carol Melendez | |
/s/ Jenny Pattana | |
Jenny Pattana |
[Company’s Signature Page of Sixtieth Supplemental Indenture]
THE BANK OF NEW YORK MELLON, as Trustee and Calculation Agent | ||
By: | /s/ Stacey B. Poindexter | |
Stacey B. Poindexter | ||
Vice President |
[SEAL] | |
Attest: | |
/s/ Francine Kincaid | |
Francine Kincaid | |
Vice President |
Signed, sealed and delivered by said | |
THE BANK OF NEW YORK MELLON | |
in the presence of: | |
/s/ Craig S. Wenzler | |
Craig S. Wenzler | |
/s/ Glenn Kunak | |
Glenn Kunak |
[Trustee’s Signature Page of Sixtieth 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 Chris R. Bauer, 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 28 day of September, 2023 at Charlotte in the State and County aforesaid.
/s/ Jenny Pattana | |
Jenny Pattana | |
My commission expires: 06/08/2025 | |
[NOTARIAL SEAL] |
STATE OF NEW YORK | ) | |||
SS: | ||||
COUNTY OF NEW YORK | ) |
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 Stacey B. Poindexter, 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, Francine Kincaid, Vice President (the “Attesting Vice President”) of the said corporation; said persons being severally personally known to me, who did take an oath and are known by me to be the same individuals who as such Executing Vice President and as such Attesting Vice President executed the above written instrument on behalf of said corporation; and 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 she, the said Attesting Vice President, acknowledged that she attested the same by subscribing her name as Vice President of said corporation, by authority and on behalf of said corporation, and each of the two persons above named acknowledged that, being informed of the contents of said instrument, they, as such Executing Vice President and Attesting Vice President, delivered said instrument by authority and on behalf of said corporation and that all such acts were done freely and voluntarily and for the uses and purposes in said instrument set forth and that such instrument is the free act and deed of said corporation, and each of said persons further acknowledged and declared that he 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 25th day of September, 2023, at New York, in the State and County aforesaid.
/s/ Andrey Potulnitskiy | |
Andrey Potulnitskiy | |
[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 | 2031 | |||||||
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 | 2031 | |||||||
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
FIFTY-SIXTH SUPPLEMENTAL INDENTURE dated November 1, 2019
STATE OF FLORIDA
County | Date of Recordation | Book | Page | |||||||
Alachua | 12/27/2019 | 4743 | 508 | |||||||
Bay | 12/27/2019 | 4205 | 1713 | |||||||
Brevard | 12/30/2019 | 8625 | 1547 | |||||||
Citrus | 12/27/2019 | 3027 | 2031 | |||||||
Columbia | 01/07/2020 | 1402 | 1904 | |||||||
Dixie | 01/17/2020 | 542 | 251 | |||||||
Flagler | 12/27/2019 | 2408 | 1544 | |||||||
Franklin | 12/27/2019 | 1256 | 136 | |||||||
Gadsden | 12/27/2019 | 871 | 1240 | |||||||
Gilchrist | 12/27/2019 | - | - | |||||||
Gulf | 01/07/2020 | 682 | 246 | |||||||
Hamilton | 12/27/2019 | 844 | 321 | |||||||
Hardee | 12/27/2019 | - | - | |||||||
Hernando | 01/09/2020 | 3793 | 1465 | |||||||
Highlands | 12/27/2019 | 2730 | 574 | |||||||
Hillsborough | 01/03/2020 | 27231 | 1609 | |||||||
Jefferson | 12/30/2019 | 777 | 756 | |||||||
Lafayette | 12/30/2019 | 400 | 339 | |||||||
Lake | 12/31/2019 | 5398 | 1388 | |||||||
Leon | 12/27/2019 | 5397 | 180 | |||||||
Levy | 12/27/2019 | 1519 | 194 | |||||||
Liberty | 12/23/2019 | 249 | 31 | |||||||
Madison | 12/27/2019 | 1338 | 38 | |||||||
Manatee | 12/27/2019 | 2819 | 7551 | |||||||
Marion | 12/30/2019 | 7105 | 1054 | |||||||
Orange | 01/09/2020 | - | - | |||||||
Osceola | 12/30/2019 | 5648 | 2707 | |||||||
Pasco | 01/07/2020 | 10034 | 71 | |||||||
Pinellas | 12/19/2019 | 20815 | 1022 | |||||||
Polk | 12/30/2019 | 11089 | 1062 | |||||||
Seminole | 12/27/2019 | 9507 | 1506 | |||||||
Sumter | 01/07/2020 | 3683 | 663 | |||||||
Suwannee | 12/27/2019 | 2160 | 255 | |||||||
Taylor | 12/27/2019 | 808 | 178 | |||||||
Volusia | 12/27/2019 | 7793 | 1844 | |||||||
Wakulla | 12/27/2019 | 1135 | 570 |
Surface Transportation Board Recordation No. 27455-K recorded December 20, 2019.
A - 57
FIFTY-SEVENTH SUPPLEMENTAL INDENTURE dated June 1, 2020
STATE OF FLORIDA
County | Date of Recordation | Book | Page | |||||||
Alachua | 08/18/2020 | 4804 | 778 | |||||||
Bay | 08/18/2020 | 4288 | 520 | |||||||
Brevard | 08/18/2020 | 8827 | 2902 | |||||||
Citrus | 08/19/2020 | 3084 | 99 | |||||||
Columbia | 08/19/2020 | 1417 | 1527 | |||||||
Dixie | 08/19/2020 | 551 | 6 | |||||||
Flagler | 08/18/2020 | 2468 | 1634 | |||||||
Franklin | 08/18/2020 | 1273 | 430 | |||||||
Gadsden | 08/18/2020 | 881 | 1708 | |||||||
Gilchrist | 08/19/2020 | - | - | |||||||
Gulf | 08/19/2020 | 700 | 607 | |||||||
Hamilton | 08/19/2020 | 855 | 159 | |||||||
Hardee | 08/18/2020 | - | - | |||||||
Hernando | 08/18/2020 | 3876 | 1647 | |||||||
Highlands | 08/19/2020 | 2768 | 882 | |||||||
Hillsborough | 08/26/2020 | - | - | |||||||
Jefferson | 08/19/2020 | 787 | 760 | |||||||
Lafayette | 08/19/2020 | 408 | 262 | |||||||
Lake | 08/19/2020 | 5526 | 1848 | |||||||
Leon | 08/18/2020 | 5478 | 259 | |||||||
Levy | 08/18/2020 | 1546 | 785 | |||||||
Liberty | 08/18/2020 | 253 | 16 | |||||||
Madison | 08/18/2020 | 1364 | 97 | |||||||
Manatee | 08/18/2020 | - | - | |||||||
Marion | 08/18/2020 | 7250 | 815 | |||||||
Orange | 08/19/2020 | - | - | |||||||
Osceola | 08/18/2020 | 5776 | 2301 | |||||||
Pasco | 08/19/2020 | 10160 | 1365 | |||||||
Pinellas | 07/01/2020 | 21061 | 752 | |||||||
Polk | 08/19/2020 | 11340 | 2114 | |||||||
Seminole | 08/18/2020 | 9681 | 1034 | |||||||
Sumter | 08/28/2020 | 3814 | 393 | |||||||
Suwannee | 08/18/2020 | 2205 | 172 | |||||||
Taylor | 08/18/2020 | 818 | 843 | |||||||
Volusia | 08/18/2020 | 7896 | 4158 | |||||||
Wakulla | 08/18/2020 | 1165 | 1 |
Surface Transportation Board Recordation No. 27455-L recorded August 7, 2020.
A - 58
FIFTY-EIGHTH SUPPLEMENTAL INDENTURE dated November 1, 2021
STATE OF FLORIDA
County | Date of Recordation | Book | Page | |||||||
Alachua | 2/22/2022 | 4979 | 2009 | |||||||
Bay | 2/21/2022 | 4526 | 1483 | |||||||
Brevard | 2/18/2022 | 9419 | 2578 | |||||||
Citrus | 2/22/2022 | 3255 | 2244 | |||||||
Columbia | 2/22/2022 | 1460 | 175 | |||||||
Dixie | 2/21/2022 | 581 | 58 | |||||||
Flagler | 2/23/2022 | 2661 | 129 | |||||||
Franklin | 2/21/2022 | 1327 | 52 | |||||||
Gadsden | 2/22/2022 | 911 | 767 | |||||||
Gilchrist | 2/22/2022 | - | - | |||||||
Gulf | 2/23/2022 | 757 | 1 | |||||||
Hamilton | 2/22/2022 | 887 | 1 | |||||||
Hardee | 2/21/2022 | - | - | |||||||
Hernando | 2/24/2022 | 4131 | 1798 | |||||||
Highlands | 2/18/2022 | 2885 | 1402 | |||||||
Hillsborough | 3/2/2022 | - | - | |||||||
Jefferson | 2/24/2022 | 818 | 66 | |||||||
Lafayette | 2/22/2022 | 429 | 85 | |||||||
Lake | 2/23/2022 | 5902 | 162 | |||||||
Leon | 2/24/2022 | 5703 | 1541 | |||||||
Levy | 2/23/2022 | 1627 | 176 | |||||||
Liberty | 2/21/2022 | 268 | 316 | |||||||
Madison | 2/23/2022 | 1441 | 218 | |||||||
Manatee | 2/18/2022 | - | - | |||||||
Marion | 2/24/2022 | 7707 | 1338 | |||||||
Orange | 2/24/2022 | - | - | |||||||
Osceola | 2/21/2022 | 6155 | 234 | |||||||
Pasco | 2/24/2022 | 10558 | 3530 | |||||||
Pinellas | 1/27/2022 | 21908 | 2067 | |||||||
Polk | 2/21/2022 | 12126 | 405 | |||||||
Seminole | 2/23/2022 | 10176 | 1611 | |||||||
Sumter | 3/3/2022 | 4213 | 705 | |||||||
Suwannee | 2/22/2022 | 2336 | 185 | |||||||
Taylor | 2/23/2022 | 852 | 540 | |||||||
Volusia | 2/22/2022 | 8207 | 2492 | |||||||
Wakulla | 2/22/2022 | 1252 | 310 |
Surface Transportation Board Recordation No. 27455-M recorded March 21, 2022.
A - 59
FIFTY-NINTH SUPPLEMENTAL INDENTURE dated November 1, 2022
STATE OF FLORIDA
County | Date of Recordation | Book | Page | |||||||
Alachua | 12/21/2022 | 5059 | 1465 | |||||||
Bay | 12/19/2022 | 4641 | 1028 | |||||||
Brevard | 12/20/2022 | 9681 | 2647 | |||||||
Citrus | 12/20/2022 | 3343 | 685 | |||||||
Columbia | 12/19/2022 | 1481 | 1246 | |||||||
Dixie | 12/20/2022 | 599 | 464 | |||||||
Flagler | 12/22/2022 | 2745 | 1668 | |||||||
Franklin | 12/20/2022 | 1352 | 689 | |||||||
Gadsden | 12/19/2022 | 927 | 866 | |||||||
Gilchrist | 12/19/2022 | |||||||||
Gulf | 12/19/2022 | 785 | 465 | |||||||
Hamilton | 12/19/2022 | 905 | 398 | |||||||
Hardee | 12/19/2022 | |||||||||
Hernando | 12/28/2022 | 4253 | 218 | |||||||
Highlands | 12/20/2022 | 2947 | 1758 | |||||||
Hillsborough | 12/21/2022 | |||||||||
Jefferson | 12/19/2022 | 831 | 1 | |||||||
Lafayette | 12/19/2022 | 442 | 83 | |||||||
Lake | 12/20/2022 | 6068 | 2235 | |||||||
Leon | 12/19/2022 | 5802 | 1135 | |||||||
Levy | 12/19/2022 | 1669 | 235 | |||||||
Liberty | 12/20/2022 | 277 | 42 | |||||||
Madison | 12/19/2022 | 1480 | 191 | |||||||
Manatee | 12/19/2022 | |||||||||
Marion | 12/20/2022 | 7945 | 896 | |||||||
Orange | 12/21/2022 | |||||||||
Osceola | 12/22/2022 | 6334 | 724 | |||||||
Pasco | 12/20/2022 | 10740 | 335 | |||||||
Pinellas | 12/16/2022 | 22294 | 2587 | |||||||
Polk | 12/20/2022 | 12524 | 1519 | |||||||
Seminole | 12/20/2022 | 10363 | 1407 | |||||||
Sumter | 1/4/2023 | 4396 | 628 | |||||||
Suwannee | 12/19/2022 | 2407 | 28 | |||||||
Taylor | 12/20/2022 | 870 | 266 | |||||||
Volusia | 12/19/2022 | 8347 | 2295 | |||||||
Wakulla | 12/19/2022 | 1294 | 641 |
Surface Transportation Board Recordation No. 27455-N recorded December 29, 2022
A - 60
Exhibit 5.1
DUKE ENERGY BUSINESS SERVICES LLC
526 South Church Street
Charlotte, North Carolina 28202
September 29, 2023
Duke Energy Florida, LLC
299 First Avenue North
St. Petersburg, Florida 33701
Re: Duke Energy Florida, LLC $200,000,000 aggregate principal amount of First Mortgage Bonds, Floating Rate Series due 2073
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 $200,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, Floating Rate Series due 2073 (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 Sixtieth Supplemental Indenture, dated as of September 1, 2023 (the “Supplemental Indenture”) (as so amended and supplemented, the “Mortgage”). On September 27, 2023, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, as underwriter (the “Underwriter”), relating to the sale by the Company to the Underwriter of the Bonds.
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 forms 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. 333-267583-03) of the Company filed on September 23, 2022 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, 2022 pursuant to Rule 462(e) of the 1933 Act Regulations, being hereinafter referred to as the “Registration Statement”); |
(b) | the prospectus, dated September 23, 2022 (the “Base Prospectus”), 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; |
Duke Energy Florida, LLC
Page 2 of 4
(c) | the preliminary prospectus supplement, dated September 25, 2023, and the Base Prospectus, 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 prospectus supplement, dated September 27, 2023, and the Base Prospectus, including the information incorporated or deemed to be incorporated by reference therein (the “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; |
(e) | the Issuer Free Writing Prospectus filed with the Commission on September 27, 2023 pursuant to Rule 433(d) of the 1933 Act Regulations and Section 5(e) of the Underwriting Agreement; |
(f) | an executed copy of the Underwriting Agreement; |
(g) | an executed copy of the Mortgage, including the Supplemental Indenture; |
(h) | a specimen of the Bond; |
(i) | the Articles of Organization of the Company, effective August 1, 2015; |
(j) | the Limited Liability Company Operating Agreement of the Company, dated as of August 1, 2015; |
(k) | 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; |
(l) | 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; |
(m) | 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; |
(n) | 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; |
(o) | resolutions of the Board of Directors, adopted by unanimous written consent effective May 21, 2014, further reappointing the First Mortgage Bond Indenture Committee; |
(p) | resolutions of the Board of Directors, adopted by unanimous written consent effective September 16, 2016, further reappointing the First Mortgage Bond Indenture Committee; |
(q) | 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; |
Duke Energy Florida, LLC
Page 3 of 4
(r) | resolutions of the Board of Directors, adopted by unanimous written consent effective November 15, 2021, further reappointing the First Mortgage Bond Indenture Committee; |
(s) | the written consent of the First Mortgage Bond Indenture Committee of the Board of Directors, effective September 27, 2023, 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, September 16, 2019 and November 15, 2021, relating to the offering of the Bonds; and |
(t) | a good standing certificate of the Company issued by the Secretary of State of the State of Florida on September 27, 2023. |
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.
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 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 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.
Duke Energy Florida, LLC
Page 4 of 4
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 the 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
September 29, 2023
Robert T. Lucas III, Esq.
526 South Church Street
Charlotte, North Carolina 28202
Re: Duke Energy Florida, LLC $200,000,000 aggregate principal amount of First Mortgage Bonds, Floating Rate Series due 2073
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 $200,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, Floating Rate Series due 2073 (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 Sixtieth Supplemental Indenture, dated as of September 1, 2023 (the “Supplemental Indenture”) (as so amended and supplemented, the “Mortgage”). On September 27, 2023, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, as underwriter (the “Underwriter”), relating to the sale by the Company to the Underwriter of the Bonds.
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 forms 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. 333-267583-03) of the Company filed on September 23, 2022 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, 2022 pursuant to Rule 462(e) of the 1933 Act Regulations, being hereinafter referred to as the “Registration Statement”); |
(b) | the prospectus, dated September 23, 2022 (the “Base Prospectus”), 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; |
Duke Energy Florida, LLC
Page 2 of 4
(c) | the preliminary prospectus supplement, dated September 25, 2023, and the Base Prospectus, 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 prospectus supplement, dated September 27, 2023, and the Base Prospectus, 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; |
(e) | the Issuer Free Writing Prospectus filed with the Commission on September 27, 2023 pursuant to Rule 433(d) of the 1933 Act Regulations and Section 5(e) of the Underwriting Agreement; |
(f) | an executed copy of the Underwriting Agreement; |
(g) | an executed copy of the Mortgage, including the Supplemental Indenture; |
(h) | a specimen of the Bond; |
(i) | the Articles of Organization of the Company, effective August 1, 2015; |
(j) | the Limited Liability Company Operating Agreement of the Company, dated as of August 1, 2015; |
(k) | 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; |
(l) | 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; |
(m) | 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; |
(n) | 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; |
(o) | resolutions of the Board of Directors, adopted by unanimous written consent effective May 21, 2014, further reappointing the First Mortgage Bond Indenture Committee; |
(p) | resolutions of the Board of Directors, adopted by unanimous written consent effective September 16, 2016, further reappointing the First Mortgage Bond Indenture Committee; |
(q) | 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; |
(r) | resolutions of the Board of Directors, adopted by unanimous written consent effective November 15, 2021, further reappointing the First Mortgage Bond Indenture Committee; |
Duke Energy Florida, LLC
Page 3 of 4
(s) | the written consent of the First Mortgage Bond Indenture Committee of the Board of Directors, effective September 27, 2023, 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, September 16, 2019 and November 15, 2021, relating to the offering of the Bonds; and |
(t) | a good standing certificate of the Company issued by the Secretary of State of the State of Florida on September 27, 2023. |
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.
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 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 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.
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.
Duke Energy Florida, LLC
Page 4 of 4
Very truly yours, | |
/s/ Dianne M. Triplett | |
Dianne M. Triplett, Esq. |
Exhibit 99.1
DUKE ENERGY FLORIDA, LLC
$200,000,000 First Mortgage Bonds, Floating rate Series due 2073
UNDERWRITING AGREEMENT
September 27, 2023
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
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 First Mortgage Bonds, Floating Rate Series due 2073 (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 Sixtieth Supplemental Indenture, to be dated as of September 1, 2023 (the “Supplemental Indenture”) (the Original Mortgage, as so amended and supplemented, being hereinafter called the “Mortgage”). Morgan Stanley & Co. LLC is acting as the underwriter for this offering (the “Underwriter”). The Company understands that the Underwriter proposes 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 Underwriter that:
(a) | A registration statement (No. 333-267583-03), 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 Underwriter 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, the 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 9:30 a.m. (New York City time) on the date hereof. |
(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 and at each deemed effective date with respect to the Underwriter 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 Underwriter with respect to any statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the Underwriter specifically for use in the Registration Statement, the Permitted Free Writing Prospectus, the Preliminary Prospectus or the Prospectus. |
2
(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 Underwriter 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, the 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. |
(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. |
3
(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 Underwriter. |
(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. |
(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. |
4
(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, 2022 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 a filing date after December 31, 2022 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 Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price of 99.00% of the principal amount of the Bonds plus accrued interest, if any, from September 29, 2023, (and in the manner set forth below), the principal amount of Bonds set forth opposite the name of the Underwriter on Schedule A hereto.
Payment of the purchase price for the Bonds to be purchased by the Underwriter 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 September 29, 2023 or such other time and date as shall be mutually agreed upon in writing by the Company and the Underwriter (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 Underwriter. It is understood that the Underwriter proposes 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 Underwriter that:
5
(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 Underwriter 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, a 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. |
(d) | Without the prior consent of the Underwriter, 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; the Underwriter 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 Underwriter, 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 Underwriter, 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. |
6
(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 Underwriter and, if requested by the Underwriter, 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 Underwriter, 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 Underwriter 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. |
(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. |
7
(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 Underwriter 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 $7,500, (v) the printing and delivery to the Underwriter, 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 Underwriter 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 Underwriter 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. |
(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 Underwriter. The obligations of the Underwriter 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. |
8
(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. |
(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 Underwriter, 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. |
9
(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 issuance 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, 2022 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, 2022, which affects in a material way the Company’s ability to perform its obligations under this Agreement, the Mortgage or the Bonds. |
(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 Underwriter 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. |
10
(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. |
11
(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-Ninth Supplemental Indenture dated as of November 1, 2022 and prior to the recording of the Supplemental Indenture. |
(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 issuance 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 Underwriter. |
12
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 Underwriter 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 Pricing Disclosure Package and the Prospectus under the caption “Book-Entry System.”
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 (as defined below), 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; except for such consents, authorizations, orders, 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 Underwriter. |
13
(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. |
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 (as defined below) 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.
14
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 with respect to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, including with respect to 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, not to be appropriately responsive in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations (except that in each case such counsel need not express any view with respect to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, including with respect to 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 and 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 with respect to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, including with respect to 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 with respect to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, including with respect to compliance with XBRL interactive data requirements).
15
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 Sections 6(f)(i), (iv) and (v) above).
(g) | You shall have received a letter from Sidley Austin llp, counsel for the Underwriter, 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 Underwriter) as to matters of Florida law. |
(h) | At 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. |
16
(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.
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 the 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 Underwriter 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; |
17
(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 the 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 controlling person or persons, or defendant or defendants in any suit so brought, which approval shall not be unreasonably withheld. In any such suit, the 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 the Underwriter or such controlling person unless (i) the Company and the 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 the Underwriter or such controlling person and the Company and the Underwriter or such controlling person shall have been advised by such counsel that a conflict of interest between the Company and the 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 the Underwriter 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.
18
(b) | The Underwriter 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 Underwriter 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 the Underwriter, the 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 Underwriter, 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. |
(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 Underwriter 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 Underwriter 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 Underwriter 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 Underwriter 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 Underwriter 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 Underwriter agree that it would not be just and equitable if contributions pursuant to this Section 7 were determined by pro rata allocation 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 7 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, the Underwriter shall not 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 the 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. |
19
8. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the Underwriter 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 the Underwriter or the Company, or any of their respective officers or directors or any controlling person referred to in Section 7 hereof, and will survive delivery of and payment for the Bonds.
9. Reliance on Your Acts. In all dealings hereunder, the Underwriter shall act on its own behalf, and the Company shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of the Underwriter.
10. 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 Underwriter 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 the Underwriter has advised or is currently advising the Company on other matters) and the Underwriter has no obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriter has 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.
11. Recognition of the U.S. Special Resolution Regimes.
(i) In the event that the Underwriter is a Covered Entity (as defined below) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from the 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 the Underwriter is a Covered Entity or a BHC Act Affiliate (as defined below) of the 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 the 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 11:
“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).
20
“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.
12. Notices. All communications hereunder will be in writing and, if sent to the Underwriter, will be mailed or telecopied and confirmed to Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, (Fax: (212) 507-8999), Attention: Investment Banking Division, or if sent to the Company, will be mailed or telecopied and confirmed to it at 526 South Church Street, Charlotte, North Carolina 28202, (Telephone: (704) 382-5826), attention of Chris R. Bauer, Assistant Treasurer. Any such communications shall take effect upon receipt thereof.
13. 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.
14. Successors. This Agreement shall inure to the benefit of and be binding upon the Underwriter 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.
15. Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, the Mortgage or the Bonds shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
16. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
21
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 Underwriter, this Agreement and such confirmation and acceptance will become a binding agreement between the Company, on the one hand, and the Underwriter, on the other hand, in accordance with its terms.
22
Very truly yours, | ||
DUKE ENERGY FLORIDA, LLC | ||
By: | /s/ Chris R. Bauer | |
Name: Chris R. Bauer | ||
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.
Morgan Stanley & Co. LLC | ||
By: | /s/ Nicholas Tatlow | |
Name: Nicholas Tatlow | ||
Title: MD |
[Signature Page to Underwriting Agreement]
SCHEDULE A
Underwriter | Principal
Amount of Bonds to be Purchased | |||
Morgan Stanley & Co. LLC | $ | 200,000,000 | ||
Total | $ | 200,000,000 |
A-1
SCHEDULE B
PRICING DISCLOSURE PACKAGE
1) | Base Prospectus |
2) | Preliminary Prospectus Supplement dated September 25, 2023 |
3) | Permitted Free Writing Prospectus |
a) | Pricing Term Sheet attached as Schedule C hereto |
B-1
SCHEDULE C
Filed pursuant to Rule 433
September 27, 2023
Relating to
Preliminary Prospectus Supplement dated September 25, 2023
to
Prospectus dated September 23, 2022
Registration Statement No. 333-267583-03
Duke Energy Florida, LLC
$200,000,000 First Mortgage Bonds, Floating Rate Series due 2073
Pricing Term Sheet
Issuer: | Duke Energy Florida, LLC (the “Issuer”) |
Trade Date: | September 27, 2023 |
Settlement Date: | September 29, 2023 (T + 2) |
Security Description: | First Mortgage Bonds, Floating Rate Series due 2073 (the “Bonds”) |
Principal Amount: | $200,000,000 |
Maturity Date: | October 15, 2073 |
Price to the Public: | 100% per Bond, plus accrued interest, if any, from September 29, 2023 |
Interest and Interest Payment Dates: | Floating rate based on Compounded SOFR (calculated as described in the Preliminary Prospectus Supplement), minus 0.35%, calculated quarterly, and payable on January 15, April 15, July 15 and October 15 of each year, beginning on January 15, 2024. |
Optional Redemption: | On or after October 15, 2053, the Issuer may redeem the Bonds at its option, in whole or in part, at any time and from time to time, if redeemed during the twelve-month periods beginning on October 15 as set forth below: |
Twelve-month period beginning on | Redemption price | ||||||
October 15, 2053 | 105.00 | % | |||||
October 15, 2054 | 104.50 | % | |||||
October 15, 2055 | 104.00 | % | |||||
October 15, 2056 | 103.50 | % | |||||
October 15, 2057 | 103.00 | % | |||||
October 15, 2058 | 102.50 | % | |||||
October 15, 2059 | 102.00 | % | |||||
October 15, 2060 | 101.50 | % | |||||
October 15, 2061 | 101.00 | % | |||||
October 15, 2062 | 100.50 | % | |||||
October 15, 2063 | 100.00 | % | |||||
and thereafter at 100% of the principal amount, in each case, together with any accrued and unpaid interest thereon to but excluding the redemption date |
C-1
Repayment at Option of Holder: | The Bonds will be repayable at the option of a holder of the Bonds, in whole or in part, on the repayment dates and at the repayment prices (in each case expressed as a percentage of the principal amount of the Bonds to be repaid) as set forth below: |
Repayment date | Repayment price |
||||||
October 15, 2024 | 98.00 | % | |||||
April 15, 2025 | 98.00 | % | |||||
October 15, 2025 | 98.00 | % | |||||
April 15, 2026 | 98.00 | % | |||||
October 15, 2026 | 98.00 | % | |||||
April 15, 2027 | 98.00 | % | |||||
October 15, 2027 | 98.00 | % | |||||
April 15, 2028 | 98.00 | % | |||||
October 15, 2028 | 98.00 | % | |||||
April 15, 2029 | 99.00 | % | |||||
October 15, 2029 | 99.00 | % | |||||
April 15, 2030 | 99.00 | % | |||||
October 15, 2030 | 99.00 | % | |||||
April 15, 2031 | 99.00 | % | |||||
October 15, 2031 | 99.00 | % | |||||
April 15, 2032 | 99.00 | % | |||||
October 15, 2032 | 99.00 | % | |||||
April 15, 2033 | 99.00 | % | |||||
October 15, 2033 | 99.00 | % | |||||
April 15, 2034 | 99.00 | % | |||||
October 15, 2034 | 100.00 | % |
and on October 15 of every second year thereafter, through and including October 15, 2070, at 100% of the principal amount, in each case, together with any accrued and unpaid interest thereon to but excluding the repayment date. | |
Format: | SEC Registered |
Denominations: | $1,000 and integral multiples of $1,000 |
CUSIP/ISIN: | 26444H AP6/ US26444HAP64 |
Underwriter: | Morgan Stanley & Co. LLC |
C-2
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 Morgan Stanley & Co. LLC at 1-866-718-1649 (toll-free).
ANY DISCLAIMER OR OTHER NOTICE THAT MAY APPEAR BELOW IS NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMER OR NOTICE WAS AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT BY BLOOMBERG OR ANOTHER EMAIL SYSTEM.
C-3