Exhibit 4(g)
This instrument was prepared by: EXECUTED IN 45 COUNTERPARTS OF
WHICH THIS IS COUNTERPART NO. 39
K. M. Davis
Florida Power & Light Company
9250 West Flagler Street
Miami, Florida 33102
FLORIDA POWER & LIGHT COMPANY
to
BANKERS TRUST COMPANY
As Trustee under Florida Power & Light
Company's Mortgage and Deed of Trust,
Dated as of January 1, 1944.
One Hundred First Supplemental Indenture
Relating to $278,541,500 Principal Amount
of First Mortgage Bonds, Collateral Series A
due December 15 , 2000.
Dated as of December 1, 2000
This Supplemental Indenture has been executed in several counterparts, all
of which constitute but one and the same instrument. This Supplemental
Indenture has been recorded in several counties.
Note to Examiner: This Supplemental Indenture is given to secure the
payment of revenue bonds issued pursuant to the provisions of Part II,
Chapter 159 of the Florida Statutes. Accordingly, pursuant to the
provisions of Section 159.31 of the Florida Statutes, no documentary stamp
or intangible taxes are due and owing upon the recordation of this
Supplemental Indenture.
ONE HUNDRED FIRST SUPPLEMENTAL INDENTURE
INDENTURE, dated as of the first day of December, 2000, made and
entered into by and between FLORIDA POWER & LIGHT COMPANY, a corporation of
the State of Florida, whose post office address is 700 Universe Boulevard,
Juno Beach, Florida 33408 (hereinafter sometimes called FPL), and BANKERS
TRUST COMPANY, a corporation of the State of New York, whose post office
address is Four Albany Street, New York, New York 10006 (hereinafter called
the Trustee), as the one hundred first supplemental indenture (hereinafter
called the One Hundred First Supplemental Indenture) to the Mortgage and
Deed of Trust, dated as of January 1, 1944 (hereinafter called the
Mortgage), made and entered into by FPL, the Trustee and The Florida
National Bank of Jacksonville, as Co-Trustee (now resigned), the Trustee
now acting as the sole trustee under the Mortgage, which Mortgage was
executed and delivered by FPL to secure the payment of bonds issued or to
be issued under and in accordance with the provisions thereof, reference to
which Mortgage is hereby made, this One Hundred First Supplemental
Indenture being supplemental thereto;
WHEREAS, Section 8 of the Mortgage provides that the form of each
series of bonds (other than the first series) issued thereunder shall be
established by Resolution of the Board of Directors of FPL and that the
form of such series, as established by said Board of Directors, shall
specify the descriptive title of the bonds and various other terms thereof,
and may also contain such provisions not inconsistent with the provisions
of the Mortgage as the Board of Directors may, in its discretion, cause to
be inserted therein expressing or referring to the terms and conditions
upon which such bonds are to be issued and/or secured under the Mortgage;
and
WHEREAS, Section 120 of the Mortgage provides, among other things,
that any power, privilege or right expressly or impliedly reserved to or in
any way conferred upon FPL by any provision of the Mortgage, whether such
power, privilege or right is in any way restricted or is unrestricted, may
be in whole or in part waived or surrendered or subjected to any
restriction if at the time unrestricted or to additional restriction if
already restricted, and FPL may enter into any further covenants,
limitations or restrictions for the benefit of any one or more series of
bonds issued thereunder, or FPL may cure any ambiguity contained therein,
or in any supplemental indenture, or may establish the terms and provisions
of any series of bonds other than said first series, by an instrument in
writing executed and acknowledged by FPL in such manner as would be
necessary to entitle a conveyance of real estate to record in all of the
states in which any property at the time subject to the Lien of the
Mortgage shall be situated; and
WHEREAS, FPL now desires to create the series of bonds described in
Article I hereof and to add to its covenants and agreements contained in
the Mortgage certain other covenants and agreements to be observed by it
and to alter and amend in certain respects the covenants and provisions
contained in the Mortgage; and
WHEREAS, the execution and delivery by FPL of this One Hundred First
Supplemental Indenture, and the terms of the bonds, hereinafter referred to
in Article I, have been duly authorized by the Board of Directors of FPL by
appropriate resolutions of said Board of Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That FPL, in
consideration of the premises and of One Dollar 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 further evidence of
assurance of the estate, title and rights of the Trustee and in order
further to secure the payment of both the principal of and interest and
premium, if any, on the bonds from time to time issued under the Mortgage,
according to their tenor and effect, and the performance of all the
provisions of the Mortgage (including any instruments supplemental thereto
and any modification made as in the Mortgage provided) and of said bonds,
hereby grants, bargains, sells, releases, conveys, assigns, transfers,
mortgages, pledges, sets over and confirms (subject, however, to Excepted
Encumbrances as defined in Section 6 of the Mortgage) unto Bankers Trust
Company, as Trustee under the Mortgage, and to its successor or successors
in said trust, and to said Trustee and its successors and assigns forever,
all property, real, personal and mixed, acquired by FPL after the date of
the execution and delivery of the Mortgage (except any herein or in the
Mortgage, as heretofore supplemented, expressly excepted), now owned
(except any properties heretofore released pursuant to any provisions of
the Mortgage and in the process of being sold or disposed of by FPL) or,
subject to the provisions of Section 87 of the Mortgage, hereafter acquired
by FPL and wheresoever situated, including (without in anywise 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 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, gas plants, street lighting
systems, standards and other equipment incidental thereto, telephone, radio
and television systems, air-conditioning systems and equipment incidental
thereto, water works, water systems, steam heat and hot water plants,
substations, lines, service and supply systems, bridges, culverts, tracks,
ice or refrigeration plants and equipment, offices, buildings and other
structures and the equipment thereof; all machinery, engines, boilers,
dynamos, electric, gas and other machines, regulators, meters,
transformers, generators, motors, electrical, gas and mechanical
appliances, conduits, cables, water, steam heat, gas or other pipes, gas
mains and pipes, service pipes, fittings, valves and connections, pole and
transmission lines, wires, cables, tools, implements, apparatus, furniture,
chattels, and choses in action; all municipal and other franchises,
consents or permits; all lines for the transmission and distribution of
electric current, gas, steam heat or water for any purpose including
towers, poles, 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 occupancy of the same and (except as
herein or in the Mortgage, as heretofore supplemented, expressly excepted)
all the right, title and interest of FPL 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 Mortgage, as
heretofore supplemented, described.
TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the aforesaid
property or any part thereof, with the reversion and reversions, remainder
and remainders and (subject to the provisions of Section 57 of the
Mortgage) the tolls, rents, revenues, issues, earnings, income, products
and profits thereof, and all the estate, right, title and interest and
claim whatsoever, at law as well as in equity, which FPL now has or may
hereinafter acquire in and to the aforesaid property and franchises and
every part and parcel thereof.
IT IS HEREBY AGREED by FPL that, subject to the provisions of
Section 87 of the Mortgage, all the property, rights, and franchises
acquired by FPL after the date hereof (except any herein or in the
Mortgage, as heretofore supplemented, expressly excepted) shall be and are
as fully granted and conveyed hereby and as fully embraced within the Lien
of the Mortgage, as if such property, rights and franchises were now owned
by FPL and were specifically described herein and conveyed hereby.
PROVIDED that the following are not and are not intended to be now
or hereafter granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed hereunder and are
hereby expressly excepted from the Lien and operation of this One Hundred
First Supplemental Indenture and from the Lien and operation of the
Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock,
bonds, notes and other obligations and other securities not hereafter
specifically pledged, paid, deposited, delivered or held under the Mortgage
or covenanted so to be; (2) merchandise, equipment, materials or supplies
held for the purpose of sale in the usual course of business and fuel
(including Nuclear Fuel unless expressly subjected to the Lien and
operation of the Mortgage by FPL in a future Supplemental Indenture), oil
and similar materials and supplies consumable in the operation of any
properties of FPL; rolling stock, buses, motor coaches, automobiles and
other vehicles; (3) bills, notes and accounts receivable, and all
contracts, leases and operating agreements not specifically pledged under
the Mortgage or covenanted so to be; (4) the last day of the term of any
lease or leasehold which may hereafter become subject to the Lien of the
Mortgage; (5) electric energy, gas, ice, and other materials or products
generated, manufactured, produced or purchased by FPL for sale,
distribution or use in the ordinary course of its business; all timber,
minerals, mineral rights and royalties; (6) FPL's franchise to be a
corporation; and (7) the properties already sold or in the process of being
sold by FPL and heretofore released from the Mortgage and Deed of Trust,
dated as of January 1, 1926, from Florida Power & Light Company to Bankers
Trust Company and The Florida National Bank of Jacksonville, trustees, and
specifically described in three separate releases executed by Bankers Trust
Company and The Florida National Bank of Jacksonville, dated July 28, 1943,
October 6, 1943 and December 11, 1943, which releases have heretofore been
delivered by the said trustees to FPL and recorded by FPL among the Public
Records of all Counties in which such properties are located; provided,
however, that the property and rights expressly excepted from the Lien and
operation of the Mortgage in the above subdivisions (2) and (3) shall (to
the extent permitted by law) cease to be so excepted in the event and as of
the date that the Trustee or a receiver or trustee shall enter upon and
take possession of the Mortgaged and Pledged Property in the manner
provided in Article XIII of the Mortgage by reason of the occurrence of a
Default as defined in Section 65 thereof.
TO HAVE AND TO HOLD all such properties, real, personal and mixed,
granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed by FPL as aforesaid, or intended
so to be, unto Bankers Trust Company, the Trustee, and its successors and
assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the same
terms, trusts and conditions and subject to and with the same provisos and
covenants as are set forth in the Mortgage, as heretofore supplemented,
this One Hundred First Supplemental Indenture being supplemental thereto.
AND IT IS HEREBY COVENANTED by FPL that all terms, conditions,
provisos, covenants and provisions contained in the Mortgage shall affect
and apply to the property hereinbefore described and conveyed and to the
estate, rights, obligations and duties of FPL and the Trustee and the
beneficiaries of the trust with respect to said property, and to the
Trustee and its successors as Trustee of said property in the same manner
and with the same effect as if said property had been owned by FPL at the
time of the execution of the Mortgage, and had been specifically and at
length described in and conveyed to said Trustee, by the Mortgage as a part
of the property therein stated to be conveyed.
FPL further covenants and agrees to and with the Trustee and its
successors in said trust under the Mortgage, as follows:
ARTICLE I
Ninety-eighth Series of Bonds
Section 1 (I) There shall be a series of bonds designated
"Collateral Series A due December 15, 2000", herein sometimes referred to
as the "Ninety-eighth Series", each of which shall also bear the
descriptive title First Mortgage Bond, and the form thereof, which shall be
established by Resolution of the Board of Directors of FPL, shall contain
suitable provisions with respect to the matters hereinafter in this Section
specified. Bonds of the Ninety-eighth Series shall mature on December 15,
2000 and shall be issued as fully registered bonds in denominations of Two
Hundred Fifty Dollars and, at the option of FPL, in any multiple or
multiples of Two Hundred Fifty Dollars (the exercise of such option to be
evidenced by the execution and delivery thereof) and shall not bear
interest. The principal of each said bond to be payable at the office or
agency of FPL in the Borough of Manhattan, The City of New York, in such
coin or currency of the United States of America as at the time of payment
is legal tender for public and private debts. Bonds of the Ninety-eighth
Series shall be dated as in Section 10 of the Mortgage provided. Bonds of
the Ninety-eighth Series shall be issued in the amount of $278,541,500.
(II) $56,723,750 principal amount of the Bonds of the Ninety-
eighth Series will be registered in the name of The Bank of New York, as
collateral agent (hereinafter called the Collateral Agent) under the Bonds
Pledge Agreement between the Collateral Agent and FPL, as Pledgor, dated as
of December 15, 2000 (hereinafter called the Bonds Pledge Agreement), and
pledged to the Collateral Agent by FPL to provide collateral security for
the payment of principal of and interest and any premium on the Pollution
Control Revenue Refunding Bonds (Florida Power & Light Company Project),
Series 1992, issued in the aggregate principal amount of $49,325,000
(hereinafter called the 1992 Bonds) under the Trust Indenture, dated as of
May 1, 1992 (hereinafter called the 1992 Indenture), of St. Lucie County,
Florida (hereinafter called the County).
FPL shall receive a credit against its obligation to
make any payment of principal of such bonds of the Ninety-eighth Series,
whether at maturity, upon redemption or otherwise, in an amount equal to,
and such obligation shall be fully or partially, as the case may be,
satisfied and discharged to the extent of 115% of the sum of (a) the
amount, if any, paid by or for the account of the County in respect of the
corresponding payment of principal of or interest or any premium on the
1992 Bonds and (b) the amount, if any, credited pursuant to the 1992
Indenture against the payment required to be made by or for the account of
the County in respect of such payment of principal of or interest or any
premium on the 1992 Bonds. The Trustee may conclusively presume that the
obligation of FPL to pay the principal of such bonds of the Ninety-eighth
Series as the same shall become due and payable shall have been fully
satisfied and discharged unless and until it shall have received a written
notice from the trustee under the 1992 Indenture, signed by the President
or a Vice President or Trust Officer of such trustee, stating that the
corresponding payment of principal of or interest or any premium on the
1992 Bonds has become due and payable and has not been fully paid and
specifying the amount of funds required to make such payment.
(III) $64,848,500 principal amount of the Bonds of the Ninety-
eighth Series shall be registered in the name of Collateral Agent and
pledged pursuant to the Bonds Pledge Agreement, to provide collateral
security for the payment of principal of and interest and any premium on
the Pollution Control Revenue Refunding Bonds (Florida Power & Light
Company Project), Series 1993, issued in the aggregate principal amount of
$56,390,000 (hereinafter called the 1993 Bonds) under the Trust Indenture,
dated as of July 1, 1993 (hereinafter called the 1993 Indenture), of the
County.
FPL shall receive a credit against its obligation to make any
payment of principal of such bonds of the Ninety-eighth Series, whether at
maturity, upon redemption or otherwise, in an amount equal to, and such
obligation shall be fully or partially, as the case may be, satisfied and
discharged to the extent of 115% of the sum of (a) the amount, if any, paid
by or for the account of the County in respect of the corresponding payment
of principal of or interest or any premium on the 1993 Bonds and (b) the
amount, if any, credited pursuant to the 1993 Indenture against the payment
required to be made by or for the account of the County in respect of such
payment of principal of or interest or any premium on the 1993 Bonds. The
Trustee may conclusively presume that the obligation of FPL to pay the
principal of such bonds of the Ninety-eighth Series as the same shall
become due and payable shall have been fully satisfied and discharged
unless and until it shall have received a written notice from the trustee
under the 1993 Indenture, signed by the President or a Vice President or
Trust Officer of such trustee, stating that the corresponding payment of
principal of or interest or any premium on the 1993 Bonds has become due
and payable and has not been fully paid and specifying the amount of funds
required to make such payment.
(IV) $66,125,000 principal amount of the Bonds of the Ninety-
eighth Series shall be registered in the name of Collateral Agent and
pledged pursuant to the Bonds Pledge Agreement, to provide collateral
security for the payment of principal of and interest and any premium on
the Pollution Control Revenue Refunding Bonds (Florida Power & Light
Company Project), Series 1994A, issued in the aggregate principal amount of
$57,500,000 (hereinafter called the 1994A Bonds) under the Trust Indenture,
dated as of July 1, 1994 (hereinafter called the 1994A Indenture), of the
County.
FPL shall receive a credit against its obligation to make
any payment of principal of such bonds of the Ninety-eighth Series, whether
at maturity, upon redemption or otherwise, in an amount equal to, and such
obligation shall be fully or partially, as the case may be, satisfied and
discharged to the extent of 115% of the sum of (a) the amount, if any, paid
by or for the account of the County in respect of the corresponding payment
of principal of or interest or any premium on the 1994A Bonds and (b) the
amount, if any, credited pursuant to the 1994A Indenture against the
payment required to be made by or for the account of the County in respect
of such payment of principal of or interest or any premium on the 1994A
Bonds. The Trustee may conclusively presume that the obligation of FPL to
pay the principal of such bonds of the Ninety-eighth Series as the same
shall become due and payable shall have been fully satisfied and discharged
unless and until it shall have received a written notice from the trustee
under the 1994A Indenture, signed by the President or a Vice President or
Trust Officer of such trustee, stating that the corresponding payment of
principal of or interest or any premium on the 1994A Bonds has become due
and payable and has not been fully paid and specifying the amount of funds
required to make such payment.
(V) $33,350,000 principal amount of the Bonds of the Ninety-
eighth Series shall be registered in the name of Collateral Agent and
pledged pursuant to the Bonds Pledge Agreement, to provide collateral
security for the payment of principal of and interest and any premium on
the Pollution Control Revenue Refunding Bonds (Florida Power & Light
Company Project), Series 1994B, issued in the aggregate principal amount of
$29,000,000 (hereinafter called the 1994B Bonds) under the Trust Indenture,
dated as of July 1, 1994 (hereinafter called the 1994B Indenture), of the
County.
FPL shall receive a credit against its obligation to make any
payment of principal of such bonds of the Ninety-eighth Series, whether at
maturity, upon redemption or otherwise, in an amount equal to, and such
obligation shall be fully or partially, as the case may be, satisfied and
discharged to the extent of 115% of the sum of (a) the amount, if any, paid
by or for the account of the County in respect of the corresponding payment
of principal of or interest or any premium on the 1994B Bonds and (b) the
amount, if any, credited pursuant to the 1994B Indenture against the
payment required to be made by or for the account of the County in respect
of such payment of principal of or interest or any premium on the 1994B
Bonds. The Trustee may conclusively presume that the obligation of FPL to
pay the principal of such bonds of the Ninety-eighth Series as the same
shall become due and payable shall have been fully satisfied and discharged
unless and until it shall have received a written notice from the trustee
under the 1994B Indenture, signed by the President or a Vice President or
Trust Officer of such trustee, stating that the corresponding payment of
principal of or interest or any premium on the 1994B Bonds has become due
and payable and has not been fully paid and specifying the amount of funds
required to make such payment.
(VI) $57,494,250 principal amount of the Bonds of the Ninety-
eighth Series shall be registered in the name of Collateral Agent and
pledged pursuant to the Bonds Pledge Agreement, to provide collateral
security for the payment of principal of and interest and any premium on
the Pollution Control Revenue Refunding Bonds (Florida Power & light
Company Project), Series 1995, issued in the aggregate principal amount of
$49,995,000 (hereinafter called the 1995 Bonds) under the Trust Indenture,
dated as of March 1, 1995 (hereinafter called the 1995 Indenture), of the
County.
FPL shall receive a credit against its obligation to make any
payment of principal of such bonds of the Ninety-eighth Series, whether at
maturity, upon redemption or otherwise, in an amount equal to, and such
obligation shall be fully or partially, as the case may be, satisfied and
discharged to the extent of 115% of the sum of (a) the amount, if any, paid
by or for the account of the County in respect of the corresponding payment
of principal of or interest or any premium on the 1995 Bonds and (b) the
amount, if any, credited pursuant to the 1995 Indenture against the payment
required to be made by or for the account of the County in respect of such
payment of principal of or interest or any premium on the 1995 Bonds. The
Trustee may conclusively presume that the obligation of FPL to pay the
principal of such bonds of the Ninety-eighth Series as the same shall
become due and payable shall have been fully satisfied and discharged
unless and until it shall have received a written notice from the trustee
under the 1995 Indenture, signed by the President or a Vice President or
Trust Officer of such trustee, stating that the corresponding payment of
principal of or interest or any premium on the 1995 Bonds has become due
and payable and has not been fully paid and specifying the amount of funds
required to make such payment.
(VII) At the option of the registered owner, any bonds of the
Ninety-eighth Series, upon surrender thereof for exchange at the office or
agency of FPL in the Borough of Manhattan, The City of New York, together
with a written instrument of transfer wherever required by FPL, duly
executed by the registered owner or by his duly authorized attorney, shall
(subject to the provisions of Section 12 of the Mortgage) be exchangeable
for a like aggregate principal amount of bonds of the same series of other
authorized denominations.
Bonds of the Ninety-eighth Series shall not be transferable
except to any successor Collateral Agent, and any such transfer to be made
(subject to the provisions of Section 12 of the Mortgage) at the office or
agency of FPL in the Borough of Manhattan, The City of New York.
Upon any exchange or transfer of bonds of the Ninety-eighth
Series, FPL may make a charge therefor sufficient to reimburse it for any
tax or taxes or other governmental charge, as provided in Section 12 of the
Mortgage, but FPL hereby waives any right to make a charge in addition
thereto for any exchange or transfer of bonds of the Ninety-eighth Series.
ARTICLE II
Miscellaneous Provisions
Section 2. Subject to the amendments provided for in this One
Hundred First Supplemental Indenture, the terms defined in the Mortgage, as
heretofore supplemented, shall, for all purposes of this One Hundred First
Supplemental Indenture, have the meanings specified in the Mortgage, as
heretofore supplemented.
Section 3. The Trustee hereby accepts the trust herein declared,
provided, created or supplemented and agrees to perform the same upon the
terms and conditions herein and in the Mortgage, as heretofore
supplemented, set forth and upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for
or in respect of the validity or sufficiency of this One Hundred First
Supplemental Indenture or for or in respect of the recitals contained
herein, all of which recitals are made by FPL solely. In general, each and
every term and condition contained in Article XVII of the Mortgage, as
heretofore amended, shall apply to and form part of this One Hundred First
Supplemental Indenture with the same force and effect as if the same were
herein set forth in full with such omissions, variations and insertions, if
any, as may be appropriate to make the same conform to the provisions of
this One Hundred First Supplemental Indenture.
Section 4. Whenever in this One Hundred First Supplemental
Indenture either of the parties hereto is named or referred to, this shall,
subject to the provisions of Articles XVI and XVII of the Mortgage, as
heretofore amended, be deemed to include the successors and assigns of such
party, and all the covenants and agreements in this One Hundred First
Supplemental Indenture contained by or on behalf of FPL, or by or on behalf
of the Trustee, or either of them, shall, subject as aforesaid, bind and
inure to the respective benefits of the respective successors and assigns
of such parties, whether so expressed or not.
Section 5. Nothing in this One Hundred First Supplemental
Indenture, expressed or implied, is intended, or shall be construed, to
confer upon, or to give to, any person, firm or corporation, other than the
parties hereto and the holders of the bonds and coupons Outstanding under
the Mortgage, any right, remedy or claim under or by reason of this One
Hundred First Supplemental Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all the covenants,
conditions, stipulations, promises and agreements in this One Hundred First
Supplemental Indenture contained by or on behalf of FPL shall be for the
sole and exclusive benefit of the parties hereto, and of the holders of the
bonds and coupons Outstanding under the Mortgage.
Section 6. The Mortgage, as heretofore supplemented and amended
and as supplemented hereby, is intended by the parties hereto, as to
properties now or hereafter encumbered thereby and located within the State
of Georgia, to operate and is to be construed as granting a lien only on
such properties and not as a deed passing title thereto.
Section 7. This One Hundred First Supplemental Indenture shall
be executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, FPL has caused its corporate name to be hereunto affixed,
and this instrument to be signed and sealed by its President or one of
its Vice Presidents, and its corporate seal to be attested by its Secretary
or one of its Assistant Secretaries for and in its behalf, and BANKERS TRUST
COMPANY has caused its corporate name to be hereunto affixed, and this
instrument to be signed and sealed by one of its Vice Presidents or
Assistant Vice Presidents, and its corporate seal to be attested by one of
its Assistant Vice Presidents, one of its Assistant Secretaries or one of
its Associates, all as of the day and year first above written.
FLORIDA POWER & LIGHT COMPANY
By: /s/ K. M. Davis
-----------------------------------
K. M. Davis
Vice President, Accounting, Controller
And Chief Accounting Officer
9250 West Flagler Street
Miami, FL 33102
Attest:
/s/ Paul I. Cutler
- ---------------------------------------
Paul I. Cutler
Assistant Treasurer and Assistant Secretary
700 Universe Boulevard
Juno Beach, FL 33408
Executed, sealed and delivered by
FLORIDA POWER & LIGHT COMPANY
in the presence of:
/s/ Scott Craig
- ----------------------------------------------
/s/ Harold McCarthy
- ----------------------------------------------
Bankers Trust Company
As Trustee
By: /s/ Tara J. Coffey
-------------------------------
Tara J. Coffey
Vice President
4 Albany Street, 7th Floor
New York, NY 10006
Attest: /s/ Sonja Egge
----------------------------------
Sonja Egge
Associate
4 Albany Street, 7th Floor
New York, NY 10006
Executed, sealed and delivered
by Bankers Trust Company
in the presence of:
/s/ Oneaka Hendricks
- ------------------------------
/s/ Nicole G. Dervan
- ------------------------------
STATE OF FLORIDA
COUNTY OF PALM BEACH SS:
On the 29th day of November, in the year 2000, before me personally
came K. M. Davis, to me known, who, being by me duly sworn, did depose and
say that he resides at 1101 N.W. 115th Ave., Plantation, FL 33323; that he
is a Vice President, Accounting, Controller and Chief Accounting Officer of
FLORIDA POWER & LIGHT COMPANY, one of the corporations described in and which
executed the above instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said corporation, and
that he signed his name thereto by like order.
I HEREBY CERTIFY, that on this 29th day of November, 2000, before me
personally appeared K. M. Davis and Paul I. Cutler, respectively, the Vice
President, Accounting, Controller and Chief Accounting Officer and the
Assistant Treasurer and Assistant Secretary of FLORIDA POWER & LIGHT COMPANY, a
corporation under the laws of the State of Florida, to me known to be the
persons described in and who executed the foregoing instrument and
severally acknowledged the execution thereof to be their free act and deed
as such officers, for the uses and purposes therein mentioned; and that
they affixed thereto the official seal of said corporation, and that said
instrument is the act and deed of said corporation.
K. M. Davis and Paul I. Cutler produced Florida Driver's License
No. D120-513-46-467-0 and Florida Driver's License No. C346-689-59-470 as
identification, respectively.
WITNESS my signature and official seal at Juno Beach, in the County
of Palm Beach, and State of Florida, the day and year last aforesaid.
/s/ Tracy Davis
Notary Public, State of Florida
Commission No. 00831775
My Commission Expires May 2, 2003
Tracy Davis
Commission #CC 831775
Expires May 2, 2003
Bonded Thru
Atlantic Bonding Co., Inc.
STATE OF NEW YORK
COUNTY OF NEW YORK SS:
On the 29th day of November, in the year 2000, before me
personally came Tara J. Coffey, to me know, who, being by me duly sworn,
did depose and say that she resides at 14 Wesley Avenue, Atlantic
Highlands, NJ 07716; that she is a Vice President of BANKERS TRUST COMPANY,
one of the corporations described in and which executed the above
instrument; that she knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed
by order of the Board of Directors of said corporation, and that she signed
her name thereto by like order.
I HEREBY CERTIFY, that on this 29th day of November, 2000, before me
personally appeared Tara J. Coffey and Sonja Egge, respectively, a Vice
President and an Associate of BANKERS TRUST COMPANY, a corporation under the
laws of the state of New York, to me known to be the persons described in
and who executed the foregoing instrument and severally acknowledged the
execution thereof to be their free act and deed as such officers, for the
uses and purposes therein mentioned; and that they affixed thereto the
official seal of said corporation, and that said instrument is the act and
deed of said corporation.
Tara J. Coffey and Sonja Egge produced New York Driver's License
No. 452 358 323 and New Jersey Driver's License No. E3079 71973 57736 as
identification, respectively.
WITNESS my signature and official seal at New York City, in the
County of New York, and State of New York, the day and year last aforesaid.
/s/ Tracy A. Salzmann
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Tracy A. Salzmann
Notary Public, State of New York
Registration #01SA6040727
Qualified in New York County
My Commission Expires April 24, 2002