This Instrument was prepared by:
Michael W. Yackira of
Florida Power & Light Company
700 Universe Boulevard, Juno Beach, Florida 33408
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.
Ninety-seventh Supplemental Indenture
Relating to the Modification of the Mortgage
Dated as of March 1, 1996
There is no additional indebtedness being incurred in connection with
the recording of this Supplemental Indenture. Under Sections
201.08(4) and 199.133(1), Florida Statutes, respectively, no
Documentary Stamp Tax or Intangible Personal Property Tax is payable.
NINETY-SEVENTH SUPPLEMENTAL INDENTURE
INDENTURE, dated as of the 1st day of
March, 1996, 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 sometimes called the Trustee), as the ninety-seventh
supplemental indenture (hereinafter called the Ninety-seventh
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 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
Ninety-seventh Supplemental Indenture being supplemental thereto;
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, in the Twenty-second
Supplemental Indenture, dated as of July 1, 1970, the Company
reserved the right to amend the Mortgage in certain respects
without the consent or other action by holders of the bonds of the
Twenty-third Series, or any subsequently created series, and
there is no series of bonds created prior to the bonds of the
Twenty-third Series which remains Outstanding; and
Whereas, the execution and delivery by
FPL of this Ninety-seventh Supplemental Indenture has 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, covenants and agrees to and with the Trustee and its
successors in said trust under the Mortgage, as follows:
Section 1. Pursuant to the
reservation of right in Section 4 of the Twenty-second
Supplemental Indenture dated as of July 1, 1970, and there being
no Outstanding bonds of any series created prior to the Twenty-
third Series, the Company hereby amends the Mortgage, as
supplemented, to eliminate the provisions of (and the references
to) clause (6) of Section 5 of the Mortgage and of subdivision (I)
of Section 39 of the Mortgage and to eliminate the references to
Section 39 from clause (c) of Section 5 of the Mortgage and from
Section 29 of the Mortgage.
Section 2. Pursuant to the
reservation of right in Section 5 of the Twenty-second
Supplemental Indenture dated as of July 1, 1970, and there being
no Outstanding bonds of any series created prior to the Twenty-
third Series, the Company hereby amends Article XIX of the
Mortgage, as supplemented, to read as set forth in Section 5 of
such Twenty-second Supplemental Indenture.
Section 3. Subject to the
amendments provided for in this Ninety-seventh Supplemental
Indenture, the terms defined in the Mortgage, as heretofore
supplemented, shall, for all purposes of this Ninety-seventh
Supplemental Indenture, have the meanings specified in the
Mortgage, as heretofore supplemented.
Section 4. 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 Ninety-seventh 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
Ninety-seventh 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
Ninety-seventh Supplemental Indenture.
Section 5. Whenever in this
Ninety-seventh 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 Ninety-seventh
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 6. Nothing in this
Ninety-seventh 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
Ninety-seventh Supplemental Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all the covenants,
conditions, stipulations, promises and agreements in this Ninety-
seventh 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 7. 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 8. This Ninety-seventh
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 or one of its
Assistant Secretaries, all as of the day and year first above
written.
Florida Power & Light Company
By MICHAEL W. YACKIRA
Michael W. Yackira
Senior Vice President, Finance
and Chief Financial Officer
700 Universe Boulevard
Juno Beach, FL 33408
Attest:
P. R. SUTHERLAND
P. R. Sutherland
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:
MICHELE T. CANINO
Michele T. Canino
HAROLD J. MCCARTHY
Harold J. McCarthy
Bankers Trust Company,
As Trustee
By ROBERT CAPORALE
Robert Caporale
Vice President
4 Albany Street - 4th Floor
New York, NY 10006
Attest:
SHAFIQ JADAVJI
Shafiq Jadavji
Assistant Treasurer
4 Albany Street - 4th Floor
New York, NY 10006
Executed, sealed and delivered by
Bankers Trust Company
in the presence of:
SCOTT THIEL
Scott Thiel
KERRI O'BRIEN
Kerri O'Brien
State of Florida
County of Palm Beach ss.:
On the 1st day of March, in the year 1996, before me
personally came Michael W. Yackira, to me known, who, being by me
duly sworn, did depose and say that he resides at 102 Sandbourne
Lane, Palm Beach Gardens, Florida 33418; that he is the Senior
Vice President, Finance and Chief Financial 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 1st day of March,
1996, before me personally appeared Michael W. Yackira and P. R.
Sutherland, respectively, the Senior Vice President, Finance and
Chief Financial Officer and an 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.
Michael W. Yackira and P. R. Sutherland produced
Florida Driver's License No. Y260-559-51-294 and Florida Driver's
License No. S364-696-47-166-0 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.
BRENDA F. SMITH
Brenda F. Smith
Notary Public, State of Florida
Commission No. CC 198030
My Commission Expires May 3, 1996
State of New York
County of New York ss.:
On the 1st day of March, in the year
1996, before me personally came Robert Caporale, to me known,
who, being by me duly sworn, did depose and say that he resides
at 35 Meadowbrook Lane, Mt. Kisco, New York; that he is a Vice
President of Bankers Trust 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 1st
day of March, 1996, before me personally appeared Robert Caporale
and Shafiq Jadavji, respectively, a Vice President and an
Assistant Treasurer 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.
Robert Caporale and Shafiq Jadavji
produced New York Driver's License No. C 01579 27892 342291 62
and New York Driver's License No. J 01114 34696 924007 68 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.
CAROL ALLEN
Carol Allen
Notary Public, State of New York
Commission No. 24-4920187
Qualified in Kings County
My Commission Expires
February 16, 1998