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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

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

 

 

 

Date of Report (Date of earliest event reported): April 5, 2024

 

 

 

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)

 

(800) 488-3853

(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 April 5, 2024, Duke Energy Florida, LLC (the “Company”) consummated the issuance and sale of the securities described below pursuant to an underwriting agreement, dated April 3, 2024 (the “Underwriting Agreement”), with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $173,421,000 aggregate principal amount of the Company’s First Mortgage Bonds, Floating Rate Series due 2074 (the “Mortgage Bonds”). The Mortgage Bonds were sold to the Underwriters at a discount to their principal amount. The Mortgage Bonds were issued under the Indenture, dated as of January 1, 1944, as amended and supplemented from time to time, including by the Sixty-Second Supplemental Indenture, dated as of April 1, 2024 (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 Sixty-Second Supplemental Indenture, dated as of April 1, 2024, between the Company and The Bank of New York Mellon, as successor Trustee and Calculation Agent, and form of global bond
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 April 3, 2024, among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein
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: April 5, 2024 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

525 South Tryon Street

Charlotte, North Carolina 28202

 

 

DUKE ENERGY FLORIDA, LLC

 

TO

 

THE BANK OF NEW YORK MELLON, TRUSTEE AND CALCULATION AGENT

 

 

SIXTY-SECOND

SUPPLEMENTAL INDENTURE

 

Dated as of April 1, 2024

 

 

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 $13,769,627.

 

 

 

 

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 2074 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 April 2024, 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 sixty-one 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 sixty-one 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 Amendment of certain provisions of the Original Indenture
August 1, 2015  
Fifty-Third $600,000,000 First Mortgage Bonds, 3.40% Series due 2046
September 1, 2016  

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

Sixtieth

September 1, 2023

$200,000,000 First Mortgage Bonds, Floating Rate Series due 2073

Sixty-First

November 1, 2023

$600,000,000 First Mortgage Bonds, 5.875% Series due 2033

$700,000,000 First Mortgage Bonds, 6.200% Series due 2053

 

 

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 Sixty-First 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 2074 (the “2074 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 One Hundred Seventy-Three Million Four Hundred Twenty-One Thousand Dollars ($173,421,000) 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 Sixty-First 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.

 

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:

 

6

 

 

ARTICLE I

 

THE NEW SERIES BONDS

 

A. CREATION OF FIRST MORTGAGE BONDS, FLOATING RATE SERIES DUE 2074

 

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 2074.” The initial issue of the 2074 Bonds shall consist of One Hundred Seventy-Three Million Four Hundred Twenty-One Thousand Dollars ($173,421,000) principal amount thereof. Subject to the terms of the Indenture, the principal amount of the 2074 Bonds is unlimited. The Company may, at its option in the future, issue additional 2074 Bonds.

 

The 2074 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.

 

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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 2074 Bonds.

 

“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 2074 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.

 

8

 

 

“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 2074 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 July 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 2074 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 2074 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.

 

9

 

 

“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 2074 Bonds, preceding the applicable redemption date).

 

“Original Issue Date” means April 5, 2024.

 

“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 2074 Bonds remain in book-entry only form or (ii) the tenth calendar day immediately preceding such Interest Payment Date if any of the 2074 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 April 15, 2074 , 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.

 

10

 

 

Section 3. (a) The 2074 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 “2074 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 2074 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 2074 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 2074 Bonds and the 2074 Bonds Redemption Price (as defined below), if applicable, will be payable, the transfer of the 2074 Bonds will be registrable and the 2074 Bonds will be exchangeable for the 2074 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 2074 Global Bond, the Company may make payments of principal of, and interest on, the 2074 Global Bond and the 2074 Bonds Redemption Price, if applicable, and interest on such 2074 Global Bond pursuant to and in accordance with such arrangements as are agreed upon by the Company and the Depositary for such 2074 Global Bond. The 2074 Bonds shall have the terms set forth in the form of the New Series Bond set forth in Section C of this Article I.

 

(b)            Notwithstanding any other provision of this Subsection A.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 2074 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 2074 Global Bond, or to the Depositary, or to a successor Depositary for such 2074 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 2074 Global Bond notifies the Company that it is unwilling or unable to continue as the Depositary for such 2074 Global Bond or if at any time the Depositary for a 2074 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 2074 Global Bond. If a successor Depositary for such 2074 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 2074 Bonds in the form of definitive certificates in exchange for such 2074 Global Bond, will authenticate and deliver, without service charge, 2074 Bonds in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the 2074 Global Bond in exchange for such 2074 Global Bond. Such 2074 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 2074 Bonds issued or issuable in the form of one or more 2074 Global Bonds shall no longer be represented by such 2074 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 2074 Bonds in the form of definitive certificates in exchange in whole or in part for such 2074 Global Bond or Bonds, will authenticate and deliver, without service charge, to each person specified by the Depositary, 2074 Bonds in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such 2074 Global Bond or the aggregate principal amount of such 2074 Global Bonds in exchange for such 2074 Global Bond or Bonds.

 

(3)            If at any time a completed default has occurred and is continuing with respect to the 2074 Bonds and beneficial owners of a majority in aggregate principal amount of the 2074 Bonds represented by 2074 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 2074 Bonds in the form of definitive certificates in exchange for such 2074 Global Bond, will authenticate and deliver, without service charge, 2074 Bonds in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the 2074 Global Bond in exchange for such 2074 Global Bond. Such 2074 Bonds will be issued to and registered in the name of such person or persons as are specified by the Depositary.

 

11

 

 

(4)            In any exchange provided for in any of the preceding three subparagraphs, the Company shall execute and the Trustee shall authenticate and deliver 2074 Bonds in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a 2074 Global Bond for 2074 Bonds in the form of definitive certificates, such 2074 Global Bond shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, 2074 Bonds issued in exchange for a 2074 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 2074 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 2074 Bonds to the persons in whose names the 2074 Bonds are so to be registered.

 

(5)            Any endorsement of a 2074 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 2074 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 2074 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 2074 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 2074 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 2074 Global Bond for all purposes under the Indenture and the 2074 Bonds and beneficial owners with respect to such 2074 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 2074 Global Bond (including the payment of principal, the 2074 Bonds Redemption Price, if applicable, and interest and the giving of instructions or directions by or to the beneficial owners of such 2074 Global Bond as the sole holder of such 2074 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 2074 Global Bond or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

 

Section 4. (a)      April 5, 2024, shall be the date of the beginning of the first interest period for the 2074 Bonds. The first Interest Payment Date shall be July 15, 2024. The 2074 Bonds shall be dated as provided in Section 2.01 of the Original Indenture. The 2074 Bonds shall be payable on April 15, 2074 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 2074 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 2074 Bonds by multiplying (i) the outstanding principal amount of the 2074 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 2074 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.

 

12

 

 

Notwithstanding anything to the contrary in any transaction documents relating to the 2074 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 2074 Bonds.

 

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 2074 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 2074 Bonds.

 

Principal of, and interest on, the 2074 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, unless that business day is in the next succeeding calendar month, in which case (other than in the case of the payment of principal or the Redemption Price) the payment of interest, Special Redemption Price or Repayment Price, if applicable, will be made on the immediately preceding business day. If a payment of interest, principal or the Redemption Price, Special Redemption Price or Repayment Price, if applicable, is made on the next succeeding business day, 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 2074 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 2074 Bonds, shall become effective without consent from the holders of the 2074 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 April 15, 2054, the Company may redeem the 2074 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 April 15 as set forth below:

 

Twelve-month period beginning on  Redemption price 
April 15, 2054   105.00%
April 15, 2055   104.50%
April 15, 2056   104.00%
April 15, 2057   103.50%
April 15, 2058   103.00%
April 15, 2059   102.50%
April 15, 2060   102.00%
April 15, 2061   101.50%
April 15, 2062   101.00%
April 15, 2063   100.50%
April 15, 2064   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 2074 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 2074 Bonds, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in the 2074 Bonds to be redeemed. At all other times, the Trustee shall draw by lot the particular 2074 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 2074 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 2074 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).

 

14

 

 

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 2074 Bonds to be redeemed (which, as long as the 2074 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 2074 Bonds so called for redemption.

 

(e)            Special Redemption. The 2074 Bonds shall also be redeemable, as a whole but not in part, at 125% of the principal amount of the 2074 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.

 

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 2074 Bonds to be redeemed (which, as long as the 2074 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 2074 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 2074 Bonds will be repayable at the option of a holder of the 2074 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 
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   98.00%
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   99.00%
April 15, 2035   100.00%

 

15

 

 

and on April 15 of every second year thereafter, through and including April 15, 2071, at 100% of the principal amount of the 2074 Bonds being repaid, plus, in each case, any accrued and unpaid interest on the 2074 Bonds being repaid, to but excluding the Repayment Date.

 

In order for a 2074 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 2074 Bonds with the form entitled “Option to Elect Repayment”
on the reverse of the 2074 Bonds 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 2074 Bond;

 

(ii)the principal amount of the 2074 Bond;

 

(iii)the principal amount of the 2074 Bond to be repaid;

 

(iv)the certificate number or a description of the tenor and terms of the 2074 Bond; and

 

(v)a statement that the option to elect repayment is being exercised and a guarantee that the 2074 Bond to be repaid, together with the duly completed form entitled “Option to Elect Repayment” on the reverse of the 2074 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 2074 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 2074 Bonds repaid, through its Depositary participant, to the Trustee, and shall effect delivery of such 2074 Bonds by causing such participant to transfer the interest in the 2074 Bonds, on the Depositary's records, to the Trustee. The requirement for physical delivery of the 2074 Bonds in connection with a repayment of the 2074 Bonds at the option of a Holder will be deemed satisfied when the ownership rights in the 2074 Bonds are transferred by the Depositary participant on the Depositary's records and followed by a book-entry credit of the 2074 Bonds to the Trustee's Depositary account.

 

The repayment option may be exercised by the Holder of a 2074 Bond for less than the entire principal amount of the 2074 Bond but, in that event, the principal amount of the 2074 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 2074 Bonds to a new date (the “New Maturity Date”), without the consent of the Holders of the 2074 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 2074 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 2074 Bonds on the New Maturity Date will be equal to 100% of the principal amount of the 2074 Bonds plus accrued and unpaid interest, if any, on the 2074 Bonds to but excluding the New Maturity Date. If the Company elects to exercise its right to shorten the Stated Maturity of the 2074 Bonds when a Tax Event occurs, the Company will give notice to each Holder of 2074 Bonds not more than 60 days after the occurrence of the Tax Event, stating the New Maturity Date of the 2074 Bonds.

 

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“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 April 5, 2024, there is more than an insubstantial increase in the risk that interest paid by the Company on the 2074 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 2074 Bonds of the several denominations are exchangeable for a like aggregate principal amount of other 2074 Bonds of other authorized denominations. Notwithstanding the provisions of Section 2.03 of the Original Indenture, for any exchange of the 2074 Bonds for other 2074 Bonds of different authorized denominations, or for any transfer of 2074 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 2074 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 2074 MAY, UNDER CONDITIONS PROVIDED IN THE INDENTURE, BE EXCHANGED FOR FIRST MORTGAGE BONDS, FLOATING RATE SERIES DUE 2074 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 2074 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 2074

DUE APRIL 15, 2074

 

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 April 15, 2074 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 July 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, unless that business day is in the next succeeding calendar month, in which case (other than in the case of the payment of principal or the Redemption Price) the payment of interest, will be made on the immediately preceding business day. If a payment of interest, principal or the Redemption Price, if applicable, is made on the next succeeding business day, 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

 

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(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 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 July 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 April 5, 2024.

 

“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 April 15, 2074 , 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.

 

23

 

 

IN WITNESS WHEREOF, DUKE ENERGY FLORIDA, LLC has caused this bond to be signed in its name by its President or one of its Vice Presidents by his signature or a facsimile thereof, and its company seal, or a facsimile thereof, to be affixed hereto and attested by its Secretary or one of its Assistant Secretaries by his signature or a facsimile thereof.

 

Dated: April           , 2024

 
  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 2074

DUE APRIL 15, 2074

 

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 2074 (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 Sixty-Second Supplemental Indenture dated as of April 1, 2024 (the “Sixty-Second 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 Sixty-Second Supplemental Indenture hereinabove referred to, and thereupon a new fully registered bond or bonds of authorized denominations of the same series and for the same aggregate principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustee, any paying agent and any bond registrar may deem and treat the person in whose name this bond is registered as the absolute owner hereof, whether or not this bond shall be overdue, for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustee nor any paying agent nor any bond registrar shall be affected by any notice to the contrary.

 

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Optional Redemption

 

On or after April 15, 2054, 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 April 15 as set forth below:

 

Twelve-month period beginning on  Redemption price 
April 15, 2054   105.00%
April 15, 2055   104.50%
April 15, 2056   104.00%
April 15, 2057   103.50%
April 15, 2058   103.00%
April 15, 2059   102.50%
April 15, 2060   102.00%
April 15, 2061   101.50%
April 15, 2062   101.00%
April 15, 2063   100.50%
April 15, 2064   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.

 

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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 
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   98.00%
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   99.00%
April 15, 2035   100.00%

 

and on April 15 of every second year thereafter, through and including April 15, 2071, 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,

 

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(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.

 

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“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 April 5, 2024, 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.

 

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OPTION TO ELECT REPAYMENT

  

With respect to the

FIRST MORTGAGE BOND

FLOATING RATE SERIES DUE 2074

DUE APRIL 15, 2074

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:     

 

  

 

  

 

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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.

 

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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.

 

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(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.

 

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(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 April 1, 2024, 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 Sixty-Second 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/ Michael Commisso  
Michael Commisso  
Vice President  
 
Signed, sealed and delivered by said  
THE BANK OF NEW YORK MELLON  
 
in the presence of:  
 
/s/ Glenn G. McKeever  
Glenn G. McKeever  
 
/s/ Melissa Matthews  
Melissa Matthews  
 

[Trustee’s Signature Page of Sixty-Second 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 4th day of April, 2024 at Charlotte in the State and County aforesaid.

 

  /s/ Jenny Pattana
  Jenny Pattana
  My commission expires: June 8, 2025
  NOTARY PUBLIC - MECKLENBURG COUNTY, NC

 

[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, Michael Commisso, Vice President (the “Attesting Vice President”) of the said corporation; said persons being severally personally known to me, who did take an oath and are known by me to be the same individuals who as such Executing Vice President and as such Attesting Vice President executed the above written instrument on behalf of said corporation; and she, the said Executing Vice President, acknowledged that as such Executing Vice President she subscribed the said corporate name to said instrument and affixed the seal of said corporation to said instrument on behalf and by authority of said corporation, and he, the said Attesting Vice President, acknowledged that he attested the same by subscribing his name as Vice President of said corporation, by authority and on behalf of said corporation, and each of the two persons above named acknowledged that, being informed of the contents of said instrument, they, as such Executing Vice President and Attesting Vice President, delivered said instrument by authority and on behalf of said corporation and that all such acts were done freely and voluntarily and for the uses and purposes in said instrument set forth and that such instrument is the free act and deed of said corporation, and each of said persons further acknowledged and declared that he knows the seal of said corporation, and that the seal affixed to said instrument is the corporate seal of the Company aforesaid.

 

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 3rd day of April, 2024, in the State and County aforesaid.

 

  /s/ Alexander Titus Tonge
  Alexander Titus Tonge
  Notary Public, State of New York
  No. 01T06278785
  Qualified in Kings County
  My Commission Expires March 25, 2025
 

[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

 

 

SIXTIETH SUPPLEMENTAL INDENTURE dated September 1, 2023

 

STATE OF FLORIDA

 

County Date of Recordation Book Page
Alachua 10/24/2023 5128 2408
Bay 10/24/2023 4743 1
Brevard 10/23/2023 9915 813
Citrus 10/25/2023 3420 119
Columbia 10/23/2023 1501 1026
Dixie 10/24/2023 615 552
Flagler 10/25/2023 2822 1053
Franklin 10/20/2023 1377 86
Gadsden 10/20/2023 941 366
Gilchrist 10/23/2023 - -
Gulf 10/23/2023 810 635
Hamilton 10/23/2023 922 255
Hardee 10/23/2023 - -
Hernando 10/23/2023 4356 1589
Highlands 10/23/2023 3006 11
Hillsborough 11/2/2023 - -
Jefferson 10/26/2023 844 314
Lafayette 10/23/2023 453 80
Lake 10/20/2023 6230 302
Leon 10/20/2023 5895 462
Levy 10/24/2023 1709 761
Liberty 10/24/2023 286 429
Madison 10/20/2023 1519 1
Manatee 10/23/2023 - -
Marion 10/24/2023 8175 756
Orange 10/19/2023 - -
Osceola 10/18/2023 6491 2231
Pasco 10/23/2023 10905 2915
Pinellas 11/2/2023 22612 2358
Polk 10/18/2023 12879 1213
Seminole 10/18/2023 10524 1180
Sumter 10/19/2023 4546 001
Suwannee 10/18/2023 2473 270
Taylor 10/19/2023 886 768
Volusia 10/25/2023 8476 2497
Wakulla 10/19/2023 1333 581

 

Surface Transportation Board Recordation No. 27455-O recorded October 30, 2023.

 

A-61

 

 

SIXTy-first Supplemental INDENTURE dated November 1, 2023

 

State of Florida

 

County Date of Recordation Book Page
Alachua 12/12/2023 5137 844
Bay 12/11/2023 4756 783
Brevard 12/11/2023 9950 805
Citrus 12/11/2023 3430 1811
Columbia 12/11/2023 1504 772
Dixie 12/11/2023 618 301
Flagler 12/12/2023 2832 1542
Franklin 12/11/2023 1381 25
Gadsden 12/11/2023 943 629
Gilchrist 12/11/2023 - -
Gulf 12/12/2023 814 395
Hamilton 12/11/2023 925 168
Hardee 12/11/2023 - -
Hernando 12/14/2023 4373 1866
Highlands 12/13/2023 3015 853
Hillsborough 12/13/2023 - -
Jefferson 12/13/2023 846 351
Lafayette 12/11/2023 454 319
Lake 12/12/2023 6255 1865-1956
Leon 12/11/2023 5908 1522
Levy 12/11/2023 1715 716
Liberty 12/13/2023 287 507
Madison 12/11/2023 1526 83
Manatee 12/11/2023 - -
Marion 12/12/2023 8208 1861-1952
Orange 12/13/2023 - -
Osceola 12/12/2023 6517 2465-2556
Pasco 12/14/2023 10931 1410
Pinellas 12/11/2023 22647 684-775
Polk 12/13/2023 12938 2204-2295
Seminole 12/11/2023 10550 787-878
Sumter 12/12/2023 4571 714
Suwannee 12/11/2023 2485 1
Taylor 12/12/2023 889 329
Volusia 12/11/2023 8494 109
Wakulla 12/11/2023 1340 1-92

 

Surface Transportation Board Recordation No. 27455-P recorded December 27, 2023.

 

A-62

 

Exhibit 5.1

 

DUKE ENERGY BUSINESS SERVICES LLC 

525 South Tryon Street 

Charlotte, North Carolina 28202

 

April 5, 2024

 

Duke Energy Florida, LLC 

299 First Avenue North 

St. Petersburg, Florida 33701

 

Re: Duke Energy Florida, LLC $173,421,000 aggregate principal amount of First Mortgage Bonds, Floating Rate Series due 2074

 

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 $173,421,000 aggregate principal amount of the Company’s First Mortgage Bonds, Floating Rate Series due 2074 (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 Sixty-Second Supplemental Indenture, dated as of April 1, 2024 (the “Supplemental Indenture”) (as so amended and supplemented, the “Mortgage”). On April 3, 2024, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the sale by the Company to the Underwriters 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 form of Bonds do not include provisions specifying the governing law. For purposes of my opinions, I have assumed that the Mortgage and the Bonds are governed exclusively by the laws of the State of Florida.

 

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

 

(a)the registration statement on Form S-3 (File No. 333-267583-03) 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 April 1, 2024, 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 April 3, 2024, 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 April 3, 2024 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 April 3, 2024, 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 March 27, 2024.

 

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 

525 South Tryon Street 

Charlotte, North Carolina 28202

 

April 5, 2024

 

Robert T. Lucas III, Esq. 

525 South Tryon Street 

Charlotte, North Carolina 28202

 

Re: Duke Energy Florida, LLC $173,421,000 aggregate principal amount of First Mortgage Bonds, Floating Rate Series due 2074

 

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 $173,421,000 aggregate principal amount of the Company’s First Mortgage Bonds, Floating Rate Series due 2074 (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 Sixty-Second Supplemental Indenture, dated as of April 1, 2024 (the “Supplemental Indenture”) (as so amended and supplemented, the “Mortgage”). On April 3, 2024, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the sale by the Company to the Underwriters 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 form of Bonds do not include provisions specifying the governing law. For purposes of my opinions, I have assumed that the Mortgage and the Bonds are governed exclusively by the laws of the State of Florida.

 

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

 

(a)the registration statement on Form S-3 (File No. 333-267583-03) 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 April 1, 2024, 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 April 3, 2024, 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 April 3, 2024 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 April 3, 2024, 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 March 27, 2024.

 

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

 

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

 

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

 

 

 

 

Exhibit 99.1

 

EXECUTION VERSION

 

DUKE ENERGY FLORIDA, LLC

 

$173,421,000 First Mortgage Bonds, FLOATING RATE Series due 2074

 

UNDERWRITING AGREEMENT

 


April 3, 2024

 

Citigroup Global Markets Inc. 

J.P. Morgan Securities LLC 

Morgan Stanley & Co. LLC 

RBC Capital Markets, LLC

 

As Representatives of the several Underwriters

 

c/o  Morgan Stanley & Co. LLC 

          1585 Broadway 

          New York, New York 10036

 

Ladies and Gentlemen:

 

1.            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 $173,421,000 aggregate principal amount of First Mortgage Bonds, Floating Rate Series due 2074 (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 Sixty-Second Supplemental Indenture, to be dated as of April 1, 2024 (the “Supplemental Indenture”) (the Original Mortgage, as so amended and supplemented, being hereinafter called the “Mortgage”). Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC (the “Representatives”) are acting as representatives of the several underwriters named in Schedule A hereto (together with the Representatives, the “Underwriters”). The Company understands that the several Underwriters propose to offer the Bonds for sale upon the terms and conditions contemplated by (i) this Agreement and (ii) the Base Prospectus, the Preliminary Prospectus and any Permitted Free Writing Prospectus (each as defined below) issued at or prior to the Applicable Time (as defined below) (the documents referred to in the foregoing subclause (ii) are referred to herein as the “Pricing Disclosure Package”).

 

 

 

 

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

 

(a)A registration statement (No. 333-267583-03), 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 Underwriters for the Bonds pursuant to Rule 430B(f)(2) of the 1933 Act Regulations (the “Effective Date”), including all exhibits thereto and including the documents incorporated by reference in the prospectus contained in the Registration Statement at the time such part of the Registration Statement became effective; the term “Base Prospectus” means the prospectus filed with the Commission on the date hereof by the Company; and the term “Prospectus” means the Base Prospectus together with the prospectus supplement specifically relating to the Bonds prepared in accordance with the provisions of Rule 430B and promptly filed after execution and delivery of this Agreement pursuant to Rule 430B or Rule 424(b) of the 1933 Act Regulations; any information included in such Prospectus that was omitted from the Registration Statement at the time it became effective but that is deemed to be a part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information;” and any reference herein to the Registration Statement, 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 11:40 a.m. (New York City time) on the date hereof.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(k)Any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed or incorporated by reference as an exhibit to the Registration Statement or the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2023 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, 2023 are all indentures, mortgages, deeds of trust, loan agreements or other agreements or instruments that are material to the Company and its subsidiaries taken as a whole.

 

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

 

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

 

3.            Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 99.00% of the principal amount of the Bonds plus accrued interest, if any, from April 5, 2024, (and in the manner set forth below), the principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof.

 

Payment of the purchase price for the Bonds to be purchased by the Underwriters 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 April 5, 2024 or such other time and date as shall be mutually agreed upon in writing by the Company and the Representatives (the “Closing Date”). The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019.

 

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

 

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

 

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

 

(b)If at any time when a prospectus relating to the Bonds (or the notice referred to in Rule 173(a) of the 1933 Act Regulations) is required to be delivered under the 1933 Act any event occurs as a result of which the Pricing Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Pricing Disclosure Package or the Prospectus to comply with the 1933 Act, the Company promptly will prepare and file with the Commission an amendment, 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 Underwriters, the Company has not made and will not make any offer relating to the Bonds that would constitute a “free writing prospectus” as defined in Rule 405 of the 1933 Act Regulations, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company, it has not made and will not make any offer relating to the Bonds that would constitute a “free writing prospectus” as defined in Rule 405 of the 1933 Act Regulations, other than a Permitted Free Writing Prospectus or a free writing prospectus that is not required to be filed by the Company pursuant to Rule 433 of the 1933 Act Regulations (“Rule 433”); any such free writing prospectus (which shall include the pricing term sheet referred to in Section 5(e) below), the use of which has been consented to by the Company and the Underwriters, is specified in Item 3 of Schedule B and herein is called a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

 

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

 

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

 

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

 

(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.

 

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(j)The Company will pay all expenses incident to the performance of its obligations under this Agreement including (i) the printing and filing of the Registration Statement and the printing of this Agreement and any Blue Sky Survey, (ii) the preparation and printing of certificates for the Bonds, (iii) the issuance and delivery of the Bonds as specified herein, (iv) the fees and disbursements of counsel for the Underwriters in connection with the qualification of the Bonds under the securities laws of any jurisdiction in accordance with the provisions of Section 5(i) and in connection with the preparation of the Blue Sky Survey, such fees not to exceed $7,500, (v) the printing and delivery to the Underwriters, in quantities as hereinabove referred to, of copies of the Registration Statement and any amendments thereto, of any Preliminary Prospectus, of the Prospectus, of any Permitted Free Writing Prospectus and any amendments or supplements thereto, (vi) any fees charged by independent rating agencies for rating the Bonds, (vii) any fees and expenses in connection with the listing of the Bonds on the New York Stock Exchange LLC, (viii) any filing fee required by the Financial Industry Regulatory Authority, Inc., (ix) the costs of any depository arrangements for the Bonds with DTC or any successor depositary, (x) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Bonds, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the Underwriters and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show; provided, however, the Underwriters shall reimburse a portion of the costs and expenses referred to in this clause (x), and (xi) the preparation, execution, filing and recording by the Company of the Supplemental Indenture; and the Company will pay all taxes, if any (but not including any transfer taxes), on the filing and recordation of the Supplemental Indenture.

 

(k)Promptly after the Closing Date, the Company will cause the Supplemental Indenture to be recorded (i) in all recording offices in the State of Florida in which the property intended to be subject to the lien of the Mortgage is located and (ii) with the Surface Transportation Board.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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(iii)The Registration Statement became effective upon filing with the Commission pursuant to Rule 462 of the 1933 Act Regulations, and, to the best of such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the 1933 Act.

 

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

 

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

 

(vi)The 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, 2023 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, 2023, 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 Underwriters are in conformity with the terms of such order.

 

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

 

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

 

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

 

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

 

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

 

(xiii)The Mortgage, other than the Supplemental Indenture, has been recorded and filed in such manner and in such places as may be required by law in order to fully preserve and protect, in all material respects, the security of the bondholders and all rights of the Trustee thereunder, and the Supplemental Indenture relating to the Bonds is in proper form for filing for record, both as a real estate mortgage and as a security interest, in all counties in the State of Florida in which any of the property (except as any therein or in the Mortgage are expressly excepted) described therein or in the Mortgage as subject to the lien of the Mortgage is located and, as a security interest, with the Surface Transportation Board and, upon such recording, the Supplemental Indenture will constitute adequate record notice to perfect the lien of the Mortgage, and preserve and protect, in all material respects, the security of the bondholders and all rights of the Trustee, as to all mortgaged and pledged property acquired by the Company subsequent to the recording of the Sixty-First Supplemental Indenture dated as of November 1, 2023 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 Underwriters.

 

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

 

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(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 Underwriters.

 

(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.

 

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

 

(i) no facts have come to such counsel’s attention that have caused such counsel to believe that the documents filed by the Company under the 1934 Act and the 1934 Act Regulations that are incorporated by reference in the preliminary prospectus supplement that forms a part of the Pricing Disclosure Package and the Prospectus, when filed, were not, on their face, appropriately responsive in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations (except that in each case such counsel need not express any view with respect to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, including XBRL interactive data), (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 XBRL interactive data, 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 XBRL interactive data, 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 XBRL interactive data).

 

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

 

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

 

(h)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.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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(b)Each Underwriter severally and not jointly agrees that it will indemnify and hold harmless the Company, its directors and each of the officers of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act to the same extent as the indemnity contained in subsection (a) of this Section 7, but only with respect to statements or omissions made in the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters expressly for use in the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus. In case any action shall be brought against the Company or any person so indemnified based on the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each person so indemnified shall have the rights and duties given to the Underwriters, by the provisions of subsection (a) of this Section 7.

 

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

 

(d)If the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party in respect of any and all loss, liability, claim, damage and expense whatsoever (or actions in respect thereof) that would otherwise have been indemnified under the terms of such indemnity, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total compensation received by the Underwriters in respect of the underwriting discount as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. 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 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Bonds underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute are several in proportion to their respective underwriting obligations and not joint.

 

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

 

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

 

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

 

9.            Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company, or any of their respective officers or directors or any controlling person referred to in Section 7 hereof, and will survive delivery of and payment for the Bonds.

 

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

 

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

 

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

 

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

 

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

 

As used in this Section 12:

 

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

 

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Covered Entity” means any of the following:

 

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

 

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

 

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

 

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

 

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

 

13.            Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed or telecopied and confirmed Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel, Facsimile: (646) 291-1469; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk, Facsimile: (212) 834-6081; Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Fax: (212) 507-8999, Attention: Investment Banking Division; RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: DCM Transaction Management/Scott Primrose, Telephone: (212) 618-7706, Email: TMGUS@rbccm.com; or if sent to the Company, will be mailed or telecopied and confirmed to it at 525 S. Tryon 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.

 

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

 

15.            Successors. This Agreement shall inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons, officers and directors referred to in Section 7 and their respective successors, heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained; this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and said controlling persons, officers and directors and their respective successors, heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Bonds from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

 

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16.            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.

 

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

 

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

 

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  Very truly yours,
   
  DUKE ENERGY FLORIDA, LLC
   
  By: /s/ 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.

 

Citigroup Global Markets Inc. 

J.P. Morgan Securities LLC 

Morgan Stanley & Co. LLC 

RBC Capital Markets, LLC

 

On behalf of each of the Underwriters

 

Citigroup Global Markets Inc.   Morgan Stanley & Co. LLC
     
By: /s/ Adam D. Bordner   By: /s/ Natalie Smithson
  Name: Adam D. Bordner     Name: Natalie Smithson
  Title: Managing Director     Title: Vice President

 
J.P. Morgan Securities LLC   RBC Capital Markets, LLC
     
By: /s/ Robert Bottamedi   By: /s/ Scott G. Primrose
  Name: Robert Bottamedi     Name: Scott G. Primrose
  Title: Executive Director     Title: Authorized Signatory

 

[Signature Page to Underwriting Agreement]

 

 

 

 

SCHEDULE A

 

Underwriter  Principal Amount
of Bonds
to be Purchased
 
Morgan Stanley & Co. LLC  $115,091,000 
RBC Capital Markets, LLC   35,800,000 
J.P. Morgan Securities LLC   12,530,000 
Citigroup Global Markets Inc.   10,000,000 
Total   $173,421,000 

 

A-1

 

 

SCHEDULE B

 

PRICING DISCLOSURE PACKAGE

 

1)            Base Prospectus 

2)            Preliminary Prospectus Supplement dated April 1, 2024 

3)            Permitted Free Writing Prospectus 

a)            Pricing Term Sheet attached as Schedule C hereto

 

B-1 

 

 

SCHEDULE C

 

Filed pursuant to Rule 433

April 3, 2024

Relating to

Preliminary Prospectus Supplement dated April 1, 2024

to

Prospectus dated September 23, 2022

Registration Statement No. 333-267583-03

 

Duke Energy Florida, LLC

 

$173,421,000 First Mortgage Bonds, Floating Rate Series due 2074

 

Pricing Term Sheet

 

Issuer: Duke Energy Florida, LLC (the “Issuer”)
Trade Date: April 3, 2024
Settlement Date: April 5, 2024 (T + 2)
Security Description: First Mortgage Bonds, Floating Rate Series due 2074 (the “Bonds”)
Principal Amount: $173,421,000
Maturity Date: April 15, 2074
Price to the Public: 100% per Bond, plus accrued interest, if any, from April 5, 2024
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 July 15, 2024.
Optional Redemption: On or after April 15, 2054, 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 April 15 as set forth below:
   
    Twelve-month period beginning on   Redemption
price
 
    April 15, 2054   105.00%  
    April 15, 2055   104.50%  
    April 15, 2056   104.00%  
    April 15, 2057   103.50%  
    April 15, 2058   103.00%  
    April 15, 2059   102.50%  
    April 15, 2060   102.00%  
    April 15, 2061   101.50%  
    April 15, 2062   101.00%  
    April 15, 2063   100.50%  
    April 15, 2064   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

 

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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
 
    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   98.00%  
    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   99.00%  
    April 15, 2035   100.00%  
           
  and on April 15 of every second year thereafter, through and including April 15, 2071, 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

 

C-2 

 

 

CUSIP/ISIN: 26444H AS0/ US26444HAS04
Join Book-Running Managers:

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

RBC Capital Markets, LLC

 

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 Citigroup Global Markets Inc. at (800) 831-9146 (toll-free), J.P. Morgan Securities LLC at (212) 834-4533 (collect), Morgan Stanley & Co. LLC at (866) 718-1649 (toll-free) or RBC Capital Markets, LLC at (866) 375-6829 (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.

 

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