FPL GROUP CAPITAL INC
OFFICER'S CERTIFICATE
Creating the 6-7/8% Debentures, Series due June 1, 2004
Dilek L. Samil, the Vice President, 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 first series to be issued under the
Indenture shall be designated "6-7/8% Debentures, Series due June
1, 2004" (the "Debentures of the First Series"), and shall be
issued in substantially the form set forth in Exhibit A hereto;
2. The Debentures of the First Series shall mature and the principal
shall be due and payable together with all accrued and unpaid
interest thereon on June 1, 2004;
3. The Debentures of the First 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 First 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 First 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 First 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 agency 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 be the Security Registrar and
the Paying Agent for the Debentures of the First Series;
6. The Regular Record Date for the interest payable on any given
Interest Payment Date with respect to the Debentures of the First
Series shall be the 15th day prior to such Interest Payment Date;
7. The Debentures of the First 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 First Series at least 30 days' prior to a Redemption Date.
If the Company redeems all or any part of the Debentures of the
First Series, it will pay a redemption price for such Debentures
of the First Series ("Redemption Price") equal to the sum of (1)
100% of the principal amount of the Debentures of the First 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 shall never be
less than 100% of the principal amount of the Debenture plus
accrued and unpaid interest thereon to the Redemption Date.
The amount of the make-whole premium with respect to any
Debentures of the First 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 First 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 First Series
being redeemed; over
(2) the principal amount of the Debentures of the First 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 15 basis points.
The Company shall appoint an independent investment banking
institution of national standing to calculate the make-whole
premium; provided that Banc of America Securities LLC 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 Banc of America Securities LLC 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 First 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 First 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 First 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 First 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 First 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 First 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 First Series will be absolutely, irrevocably
and unconditionally guaranteed as to payment of principal,
interest and premium 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 First 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 First 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
First 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 Group and Moody's Investors Service (if the
Debentures of the First Series are then rated by those rating
agencies, or, if the Debentures of the First 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 First 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 First 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
Guarantee Agreement) and no event which, after notice or
lapse of time or both, would become an Event of Default
(as defined in the Guarantee Agreement), shall have
occurred and be continuing; and
(B) the failure of the Company to redeem the Outstanding
Debentures of the First 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 First Series pursuant to paragraph 10
hereof, the Company will provide to the Trustee and the Holders of
the Debentures of the First 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 First Series will be initially issued in
global form registered in the name of Cede & Co. (as nominee for
The Depository Trust Company, New York, New York). The Debentures
of the First Series in global form shall bear the depository
legend in substantially the form set forth in Exhibit A hereto.
The Debentures of the First 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 First 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 First 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 First Series
requested in the accompanying Company Order No. 1 have been
complied with.
IN WITNESS WHEREOF, I have executed this Officer's Certificate
this 29th day of June, 1999 in New York, New York.
DILEK SAMIL
-----------
Dilek L. Samil
Vice President, 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.__________
[FORM OF FACE OF DEBENTURE]
FPL GROUP CAPITAL INC
6-7/8% DEBENTURES, SERIES DUE JUNE 1, 2004
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
June 1, 2004, and to pay interest on said principal sum semi-annually on
June 1 and December 1 of each year (each an "Interest Payment Date") at the
rate of 6-7/8% 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 June 29, 1999, to and excluding 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 the 15th day preceding such Interest Payment Date (the
"Regular Record 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:
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 June 29, 1999 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 June 29, 1999, establishing the Securities.
The Securities will be absolutely, irrevocably and
unconditionally guaranteed as to payment of principal, interest and premium
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 June 29, 1999, 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 Group and Moody's Investors Service (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.