Exhibit 4
FPL GROUP CAPITAL INC
OFFICER'S CERTIFICATE
Creating the 6 1/8% Debentures, Series due May 15, 2007
Paul I. Cutler, the Assistant Treasurer and Assistant Secretary of
FPL Group Capital Inc (the "Company"), pursuant to the authority granted in
the accompanying Board Resolutions (all capitalized terms used herein which
are not defined herein but are defined in the Indenture referred to below,
shall have the meanings specified in the Indenture), and Sections 201 and
301 of the Indenture, does hereby certify to The Bank of New York (the
"Trustee"), as Trustee under the Indenture of the Company (For Unsecured
Debt Securities) dated as of June 1, 1999 (the "Indenture") that:
1. The securities of the fourth series to be issued under the
Indenture shall be designated "6 1/8% Debentures, Series due May
15, 2007" (the "Debentures of the Fourth Series"), and shall be
issued in substantially the form set forth in Exhibit A hereto;
2. The Debentures of the Fourth Series shall mature and the principal
shall be due and payable together with all accrued and unpaid
interest thereon on May 15, 2007;
3. The Debentures of the Fourth Series shall bear interest as
provided in the form thereof set forth in Exhibit A hereto;
4. Each installment of interest on a Debenture of the Fourth Series
shall be payable as provided in the form thereof set forth as
Exhibit A hereto;
5. Registration and registration of transfers and exchanges in
respect of the Debentures of the Fourth Series may be effected at
the office or agency of the Company in The City of New York.
Notices and demands to or upon the Company in respect of the
Debentures of the Fourth Series may be served at the office or
agency of the Company in The City of New York. The Corporate Trust
Office of the Trustee will initially be the agent of the Company
for such payment, registration and registration of transfers and
exchanges and service of notices and demands and the Company
hereby appoints the Trustee as its agent for all such purposes;
provided, however, that the Company reserves the right to change,
by one or more Officer's Certificates, any such office or agency
and such agent. The Trustee will initially be the Security
Registrar and the Paying Agent for the Debentures of the Fourth
Series;
6. So long as the Debentures of the Fourth Series are registered in
the name of The Depository Trust Company ("DTC") or its nominee,
the Regular Record Date for the interest payable on any given
Interest Payment Date with respect to the Debentures of the Fourth
Series shall be the close of business on the business day
immediately preceding such Interest Payment Date; provided,
however, if the Debentures of the Fourth Series are not held by
DTC or its nominee, the Regular Record Date will be the close of
business on the 15th calendar day next preceding such Interest
Payment Date;
7. The Debentures of the Fourth Series shall be redeemable, at the
option of the Company, in whole at any time or in part from time
to time, on any date prior to maturity (each a "Redemption Date").
The Company shall give notice of its intent to redeem Debentures
of the Fourth Series at least 30 days prior to a Redemption Date.
If the Company redeems all or any part of the Debentures of the
Fourth Series, it will pay a redemption price for such Debentures
of the Fourth Series ("Redemption Price") equal to the sum of (1)
100% of the principal amount of the Debentures of the Fourth
Series being redeemed plus (2) accrued and unpaid interest
thereon, if any, to the Redemption Date plus (3) any applicable
"make-whole premium." The Redemption Price for a Debenture of the
Fourth Series shall never be less than 100% of the principal
amount of the Debenture of the Fourth Series plus accrued and
unpaid interest thereon to the Redemption Date.
The amount of the make-whole premium with respect to any
Debentures of the Fourth Series to be redeemed shall be equal to
the excess, if any, of:
(1) the sum of the present values, calculated as of the
Redemption Date, of:
(a) each interest payment that, but for such
redemption, would have been payable on the
Debentures of the Fourth Series being redeemed on
each interest payment date occurring after the
Redemption Date (excluding any accrued interest
for the period prior to the Redemption Date); and
(b) the principal amount that, but for such
redemption, would have been payable at the final
maturity of the Debentures of the Fourth Series
being redeemed; over
(2) the principal amount of the Debentures of the Fourth
Series being redeemed.
The present values of interest and principal payments referred to
in clause (1) above shall be determined in accordance with
generally accepted principles of financial analysis. Such present
values shall be calculated by discounting the amount of each
payment of interest or principal from the date that each such
payment would have been payable, but for the redemption, to the
Redemption Date at a discount rate equal to the Treasury Yield (as
defined below) plus 25 basis points.
The Company shall appoint an independent investment banking
institution of national standing to calculate the make-whole
premium; provided that Merrill Lynch, Pierce, Fenner & Smith
Incorporated will make such calculation if (1) the Company fails
to make such appointment at least 30 calendar days prior to the
Redemption Date, or (2) the institution so appointed is unwilling
or unable to make such calculation. If Merrill Lynch, Pierce,
Fenner & Smith Incorporated is to make such calculation but is
unwilling or unable to do so, then the Trustee shall appoint an
independent investment banking institution of national standing to
make such calculation. In any case, the institution making such
calculation is referred to herein as an "Independent Investment
Banker."
For purposes of determining the make-whole premium, "Treasury
Yield" shall mean a rate of interest per annum equal to the weekly
average yield to maturity of United States Treasury Notes that
have a constant maturity that corresponds to the remaining term to
maturity of the Debentures of the Fourth Series, calculated to the
nearest 1/12th of a year (the "Remaining Term"). The Independent
Investment Banker shall determine the Treasury Yield as of the
third business day immediately preceding the applicable Redemption
Date.
The Independent Investment Banker shall determine the weekly
average yields of United States Treasury Notes by reference to the
most recent statistical release published by the Federal Reserve
Bank of New York and designated "H.15(519) Selected Interest
Rates" or any successor release (the "H.15 Statistical Release").
If the H.15 Statistical Release sets forth a weekly average yield
for United States Treasury Notes having a constant maturity that
is the same as the Remaining Term, then the Treasury Yield shall
be equal to such weekly average yield. In all other cases, the
Independent Investment Banker shall calculate the Treasury Yield
by interpolation, on a straight-line basis, between the weekly
average yields on the United States Treasury Notes that have a
constant maturity closest to and greater than the Remaining Term
and the United States Treasury Notes that have a constant maturity
closest to and less than the Remaining Term (in each case as set
forth in the H.15 Statistical Release). The Independent
Investment Banker shall round any weekly average yields so
calculated to the nearest 1/100th of 1%, and shall round upward
for any figure of 1/200th of 1% or above. If weekly average
yields for United States Treasury Notes are not available in the
H.15 Statistical Release or otherwise, then the Independent
Investment Banker shall select comparable rates and calculate the
Treasury Yield by reference to those rates;
8. No service charge shall be made for the registration of transfer
or exchange of the Debentures of the Fourth Series; provided,
however, that the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed
in connection with the exchange or transfer;
9. If the Company shall make any deposit of money and/or Eligible
Obligations with respect to any Debentures of the Fourth Series,
or any portion of the principal amount thereof, as contemplated by
Section 701 of the Indenture, the Company shall not deliver an
Officer's Certificate described in clause (z) in the first
paragraph of said Section 701 unless the Company shall also
deliver to the Trustee, together with such Officer's Certificate,
either:
(A) an instrument wherein the Company,
notwithstanding the satisfaction and discharge of its indebtedness
in respect of the Debentures of the Fourth Series, shall assume
the obligation (which shall be absolute and unconditional) to
irrevocably deposit with the Trustee or Paying Agent such
additional sums of money, if any, or additional Eligible
Obligations (meeting the requirements of Section 701), if any, or
any combination thereof, at such time or times, as shall be
necessary, together with the money and/or Eligible Obligations
theretofore so deposited, to pay when due the principal of and
premium, if any, and interest due and to become due on such
Debentures of the Fourth Series or portions thereof, all in
accordance with and subject to the provisions of said Section 701;
provided, however, that such instrument may state that the
obligation of the Company to make additional deposits as aforesaid
shall be subject to the delivery to the Company by the Trustee of
a notice asserting the deficiency accompanied by an opinion of an
independent public accountant of nationally recognized standing,
selected by the Trustee, showing the calculation thereof; or
(B) an Opinion of Counsel to the effect that, as a
result of a change in law occurring after the date of this
certificate, the Holders of such Debentures of the Fourth Series,
or portions of the principal amount thereof, will not recognize
income, gain or loss for United States federal income tax purposes
as a result of the satisfaction and discharge of the Company's
indebtedness in respect thereof and will be subject to United
States federal income tax on the same amounts, at the same times
and in the same manner as if such satisfaction and discharge had
not been effected;
10. The Debentures of the Fourth Series will be absolutely,
irrevocably and unconditionally guaranteed as to payment of
principal, interest and premium, if any, by FPL Group, Inc., as
Guarantor (the "Guarantor"), pursuant to a Guarantee Agreement,
dated as of June 1, 1999, between the Guarantor and The Bank of
New York (as Guarantee Trustee) (the "Guarantee Agreement"). The
following shall constitute "Guarantor Events" with respect to the
Debentures of the Fourth Series:
(A) the failure of the Guarantee Agreement to be in
full force and effect;
(B) the entry by a court having jurisdiction in the
premises of (i) a decree or order for relief in respect of the
Guarantor in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization
or other similar law or (ii) a decree or order adjudging the
Guarantor a bankrupt or insolvent, or approving as properly filed
a petition by one or more entities other than the Guarantor
seeking reorganization, arrangement, adjustment or composition of
or in respect of the Guarantor under any applicable Federal or
State law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official for the
Guarantor or for any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and any such decree
or order for relief or any such other decree or order shall have
remained unstayed and in effect for a period of 90 consecutive
days; or
(C) the commencement by the Guarantor of a voluntary
case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or of
any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Guarantor in a case or proceeding
under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the
filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or State
law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or similar official of
the Guarantor or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts
generally as they become due, or the authorization of such action
by the Board of Directors of the Guarantor.
Notwithstanding anything to the contrary contained in the
Debentures of the Fourth Series, this certificate or in the
Indenture, the Company shall, if a Guarantor Event shall occur and
be continuing, redeem all of the Outstanding Debentures of the
Fourth Series within 60 days after the occurrence of such
Guarantor Event at a redemption price equal to the principal
amount thereof plus accrued interest to the date of redemption
unless, within 30 days after the occurrence of such Guarantor
Event, Standard & Poor's Ratings Service (A Division of the McGraw
Hill Companies, Inc.) and Moody's Investors Service, Inc. (if the
Debentures of the Fourth Series are then rated by those rating
agencies, or, if the Debentures of the Fourth Series are not then
rated by those rating agencies but are then rated by one or more
other nationally recognized rating agencies, then at least one of
those other nationally recognized rating agencies) shall have
reaffirmed in writing that, after giving effect to such Guarantor
Event, the credit rating on the Debentures of the Fourth Series
shall be investment grade (i.e. in one of the four highest
categories, without regard to subcategories within such rating
categories, of such rating agency);
11. With respect to the Debentures of the Fourth Series, each of the
following events shall be an additional Event of Default under the
Indenture:
(A) the consolidation of the Guarantor with or merger
of the Guarantor into any other Person, or the conveyance or other
transfer or lease by the Guarantor of its properties and assets
substantially as an entirety to any Person, unless
(a) the Person formed by such
consolidation or into which the Guarantor is merged or the
Person which acquires by conveyance or transfer, or which
leases, the properties and assets of the Guarantor
substantially as an entirety shall be a Person organized
and existing under the laws of the United States, any
State thereof or the District of Columbia, and shall
expressly assume the obligations of the Guarantor under
the Guarantee Agreement; and
(b) immediately after giving effect to
such transaction, no Event of Default (as defined in the
Indenture) and no event which, after notice or lapse of
time or both, would become an Event of Default (as defined
in the Indenture), shall have occurred and be continuing;
and
(B) the failure of the Company to redeem the
Outstanding Debentures of the Fourth Series as required by
paragraph 10 hereof;
12. If a Guarantor Event occurs and the Company is not required to
redeem the Debentures of the Fourth Series pursuant to paragraph
10 hereof, the Company will provide to the Trustee and the Holders
of the Debentures of the Fourth Series annual and quarterly
reports containing the information that the Company would be
required to file with the Securities and Exchange Commission under
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
if it were subject to the reporting requirements of those
Sections. If the Company is, at that time, subject to the
reporting requirements of those Sections, the filing of annual and
quarterly reports with the Securities and Exchange Commission
pursuant to those Sections will satisfy this requirement;
13. The Debentures of the Fourth Series will be initially issued in
global form registered in the name of Cede & Co. (as nominee for
DTC). The Debentures of the Fourth Series in global form shall
bear the depository legend in substantially the form set forth in
Exhibit A hereto. The Debentures of the Fourth Series in global
form will contain restrictions on transfer, substantially as
described in the form set forth in Exhibit A hereto;
14. The Debentures of the Fourth Series shall have such other terms
and provisions as are provided in the form set forth in Exhibit A
hereto;
15. The undersigned has read all of the covenants and conditions
contained in the Indenture relating to the issuance of the
Debentures of the Fourth Series and the definitions in the
Indenture relating thereto and in respect of which this
certificate is made;
16. The statements contained in this certificate are based upon the
familiarity of the undersigned with the Indenture, the documents
accompanying this certificate, and upon discussions by the
undersigned with officers and employees of the Company familiar
with the matters set forth herein;
17. In the opinion of the undersigned, he or she has made such
examination or investigation as is necessary to enable him or her
to express an informed opinion whether or not such covenants and
conditions have been complied with; and
18. In the opinion of the undersigned, such conditions and covenants
and conditions precedent, if any (including any covenants
compliance with which constitutes a condition precedent) to the
authentication and delivery of the Debentures of the Fourth Series
requested in the accompanying Company Order No. 4 have been
complied with.
IN WITNESS WHEREOF, I have executed this Officer's Certificate
this 11th day of May, 2001 in New York, New York.
/s/ Paul I. Cutler
--------------------------------
Paul I. Cutler
Assistant Treasurer and
Assistant Secretary
Exhibit A
[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New
York corporation ("DTC"), to FPL Group Capital Inc 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.]
No._______________ Cusip No. 302570 AN 6
[FORM OF FACE OF DEBENTURE]
FPL GROUP CAPITAL INC
6 1/8% DEBENTURES, SERIES DUE MAY 15, 2007
FPL GROUP CAPITAL INC, a corporation duly organized and existing
under the laws of the State of Florida (herein referred to as the
"Company", which term includes any successor Person under the Indenture),
for value received, hereby promises to pay to
or registered assigns, the principal sum of ____________________ Dollars on
May 15, 2007 and to pay interest on said principal sum semi-annually on May
15 and November 15 of each year commencing November 15, 2001 (each an
"Interest Payment Date") at the rate of 6 1/8% per annum until the
principal hereof is paid or made available for payment. Interest on the
Securities of this series will accrue from and including May 11, 2001, to
and excluding November 15, 2001, the first Interest Payment Date, and
thereafter will accrue from and including the last Interest Payment Date to
which interest has been paid or duly provided for. No interest will accrue
on the Securities with respect to the day on which the Securities mature.
In the event that any Interest Payment Date is not a Business Day, then
payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of such delay) with the same force and effect as if made
on the Interest Payment Date. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on
Regular Record Date which shall be the business day immediately preceding
such Interest Payment Date so long as the Securities are registered in the
name of The Depository Trust Company ("DTC") or its nominee, provided,
however, that if the Securities are not held by DTC or its nominee the
Regular Record Date will be the close of business on the 15th calendar day
next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less
than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture referred to on the reverse hereof.
Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or agency of the
Company maintained for that purpose in The City of New York, the State of
New York in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts,
provided, however, that, at the option of the Company, interest on this
Security may be paid by check mailed to the address of the person entitled
thereto, as such address shall appear on the Security Register.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed in New York, New York.
FPL GROUP CAPITAL INC
By:____________________
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
Dated: May 11, 2001
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By:_____________________________
Authorized Signatory
[FORM OF REVERSE OF DEBENTURE]
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"), issued and to
be issued in one or more series under an Indenture (for Unsecured Debt
Securities), dated as of June 1, 1999 (herein, together with any amendments
thereto, called the "Indenture", which term shall have the meaning assigned
to it in such instrument), between the Company and The Bank of New York, as
Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), and reference is hereby made to the
Indenture, including the Board Resolutions and Officer's Certificate filed
with the Trustee on May 11, 2001 creating the series designated on the face
hereof, for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof.
This Security shall be redeemable either at the option of
the Company or pursuant to the requirements of the Indenture in whole at
any time, or in part from time to time, prior to maturity, upon notice
(which may be made subject to receipt of the redemption moneys by the
Trustee before the date fixed for redemption) mailed at least thirty (30)
days prior to the date fixed for redemption (the "Redemption Date"), at a
price equal to 100% of the principal amount thereof plus accrued and unpaid
interest, if any, to the Redemption Date plus any applicable make-whole
premium (the "Redemption Price"). In no event will the Redemption Price be
less than 100% of the principal amount of the Securities being redeemed
plus accrued and unpaid interest, if any, to the Redemption Date.
The make-whole premium will be calculated by an
independent investment banking institution of national standing appointed
by the Company or the Trustee, all as described in the Officer's
Certificate dated May 11, 2001, establishing the Securities.
The Securities will be absolutely, irrevocably and
unconditionally guaranteed as to payment of principal, interest and
premium, if any, by FPL Group, Inc., as Guarantor (the "Guarantor"),
pursuant to a Guarantee Agreement, dated as of June 1, 1999, between the
Guarantor and The Bank of New York (as Guarantee Trustee) (the "Guarantee
Agreement"). The following shall constitute "Guarantor Events" with respect
to the Securities:
(A) the failure of the Guarantee Agreement to be in
full force and effect;
(B) the entry by a court having jurisdiction in the
premises of (i) a decree or order for relief in respect of the
Guarantor in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization
or other similar law or (ii) a decree or order adjudging the
Guarantor a bankrupt or insolvent, or approving as properly filed
a petition by one or more entities other than the Guarantor
seeking reorganization, arrangement, adjustment or composition of
or in respect of the Guarantor under any applicable Federal or
State law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official for the
Guarantor or for any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and any such decree
or order for relief or any such other decree or order shall have
remained unstayed and in effect for a period of 90 consecutive
days; or
(C) the commencement by the Guarantor of a voluntary
case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or of
any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Guarantor in a case or proceeding
under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the
filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or State
law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or similar official of
the Guarantor or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts
generally as they become due, or the authorization of such action
by the Board of Directors of the Guarantor.
Notwithstanding anything to the contrary contained in the Securities, the
Officer's Certificate dated May 11, 2001, establishing the Securities, or
in the Indenture, the Company shall, if a Guarantor Event shall occur and
be continuing, redeem all of the Outstanding Securities within 60 days
after the occurrence of such Guarantor Event at a redemption price equal to
the principal amount thereof plus accrued interest to the date of
redemption unless, within 30 days after the occurrence of such Guarantor
Event, Standard & Poor's Ratings Service (a Division of the McGraw Hill
Companies, Inc.) and Moody's Investors Service, Inc. (if the Securities are
then rated by those rating agencies, or, if the Securities are not then
rated by those rating agencies but are then rated by one or more other
nationally recognized rating agencies, then at least one of those other
nationally recognized rating agencies) shall have reaffirmed in writing
that, after giving effect to such Guarantor Event, the credit rating on the
Securities shall be investment grade (i.e. in one of the four highest
categories, without regard to subcategories within such rating categories,
of such rating agency).
If a Guarantor Event occurs and the Company is not
required to redeem the Securities pursuant to the preceding paragraph, the
Company will provide to the Trustee and the Holders of the Securities
annual and quarterly reports containing the information that the Company
would be required to file with the Securities and Exchange Commission under
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 if it
were subject to the reporting requirements of those Sections. If the
Company is, at that time, subject to the reporting requirements of those
Sections, the filing of annual and quarterly reports with the Securities
and Exchange Commission pursuant to those Sections will satisfy the
requirements of this paragraph.
The Indenture contains provisions for defeasance at any
time of the entire indebtedness of this Security upon compliance with
certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of
this series may be declared due and payable in the manner and with the
effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities
of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of all series to
be affected. The Indenture also contains provisions permitting the Holders
of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right to
institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice
of a continuing Event of Default with respect to the Securities of this
series, the Holders of a majority in aggregate principal amount of the
Securities of all series at the time Outstanding in respect of which an
Event of Default shall have occurred and be continuing shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Securities of all series at the time
Outstanding in respect of which an Event of Default shall have occurred and
be continuing a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to
any suit instituted by the Holder of this Security for the enforcement of
any payment of principal hereof or any premium or interest hereon on or
after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of
and any premium and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.
The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and integral
multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series and of
like tenor and of authorized denominations, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Security is registered
as the absolute owner hereof for all purposes, whether or not this Security
be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.
Notwithstanding any provision in the Support Agreement,
dated as of December 18, 1985, between the Company and FPL Group, Inc., as
from time to time in effect (the "Support Agreement"), no Holder of this
Security shall be entitled to enforce the covenants and agreements
contained in the Support Agreement with respect to this Security and no
Holder of this Security shall have any rights to consent or object to any
amendment, modification, waiver, forbearance or termination of the Support
Agreement.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.