FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-3545
FLORIDA POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)
Florida 59-0247775
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 Universe Boulevard
Juno Beach, Florida 33408
Address of principal executive offices)
(Zip Code)
(407) 694-3509
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, No Par Value, outstanding at July 31, 1994: 1,000
shares<PAGE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1994 1993 1994 1993
(Thousands of Dollars)
<S> <C> <C> <C> <C>
OPERATING REVENUES .............................. $1,418,573 $1,321,504 $2,574,362 $2,425,040
OPERATING EXPENSES:
Fuel, purchased power and interchange ......... 473,587 475,047 838,401 850,588
Other operations and maintenance .............. 354,394 340,264 624,146 602,650
Depreciation and amortization ................. 167,602 144,083 331,921 283,565
Income taxes .................................. 79,337 52,487 143,969 94,424
Taxes other than income taxes ................. 133,836 128,990 255,038 249,495
Total operating expenses .................... 1,208,756 1,140,871 2,193,475 2,080,722
OPERATING INCOME ................................ 209,817 180,633 380,887 344,318
ALLOWANCE FOR EQUITY FUNDS USED DURING
CONSTRUCTION .................................. 3,252 10,151 8,854 21,731
OTHER INCOME - NET .............................. 1,316 1,786 2,734 3,769
INCOME BEFORE INTEREST CHARGES .................. 214,385 192,570 392,475 369,818
INTEREST CHARGES:
Interest expense .............................. 73,020 85,397 147,803 169,492
Allowance for borrowed funds used during
construction ................................ (1,622) (8,506) (6,870) (18,261)
Interest charges - net .................... 71,398 76,891 140,933 151,231
NET INCOME ...................................... 142,987 115,679 251,542 218,587
PREFERRED STOCK DIVIDEND REQUIREMENTS ........... 9,879 10,643 19,808 21,919
NET INCOME AVAILABLE TO FPL GROUP, INC. ......... $ 133,108 $ 105,036 $ 231,734 $ 196,668
</TABLE>
This report should be read in conjunction with the Notes to Condensed
Consolidated Financial Statements on Pages 5 and 6 herein and the
Notes to Consolidated Financial Statements appearing in Florida Power
& Light Company's (FPL) 1993 Annual Report on Form 10-K (Form 10-
K).<PAGE>
<PAGE>
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30,
1994 December 31,
(Unaudited) 1993
(Thousands of Dollars)
<S> <C> <C>
ASSETS
ELECTRIC UTILITY PLANT:
At original cost .................................................... $15,487,374 $14,612,036
Less accumulated depreciation and amortization ...................... 5,856,157 5,541,164
Net ............................................................... 9,631,217 9,070,872
Construction work in progress ....................................... 278,106 781,435
Nuclear fuel under capital lease .................................... 192,664 226,124
Electric utility plant - net ...................................... 10,101,987 10,078,431
INVESTMENTS .......................................................... 429,674 388,664
CURRENT ASSETS:
Cash and cash equivalents ........................................... 1,187 7,316
Receivables - net ................................................... 538,876 492,728
Materials and supplies - at average cost ............................ 202,841 235,132
Fossil fuel stock - at average cost ................................. 89,541 78,337
Prepaid expenses .................................................... 30,584 34,879
Other ............................................................... 69,206 56,598
Total current assets .............................................. 932,235 904,990
OTHER ASSETS AND DEFERRED DEBITS:
Unamortized debt reacquisition costs ................................ 296,946 302,561
Deferred litigation items ........................................... 110,859 110,859
Other ............................................................... 129,041 125,837
Total other assets and deferred debits ............................ 536,846 539,257
TOTAL ASSETS ............................................................ $12,000,742 $11,911,342
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common stock ........................................................ $ 1,373,069 $ 1,373,069
Other shareholder's equity .......................................... 2,657,676 2,606,356
Preferred stock without sinking fund requirements ................... 451,250 451,250
Preferred stock with sinking fund requirements ...................... 94,000 97,000
Long-term debt ...................................................... 3,625,429 3,463,065
Total capitalization .............................................. 8,201,424 7,990,740
CURRENT LIABILITIES:
Commercial paper .................................................... 124,500 349,600
Current maturities of long-term debt and preferred stock ............ 41,500 1,500
Accounts payable .................................................... 268,739 310,963
Customers' deposits ................................................. 218,178 215,492
Accrued interest and taxes .......................................... 319,861 200,365
Other ............................................................... 306,402 360,033
Total current liabilities ......................................... 1,279,180 1,437,953
OTHER LIABILITIES AND DEFERRED CREDITS:
Accumulated deferred income taxes ................................... 1,305,226 1,260,587
Deferred regulatory credit - income taxes ........................... 204,349 216,546
Unamortized investment tax credits .................................. 313,396 323,791
Capital lease obligations ........................................... 237,422 271,498
Other ............................................................... 459,745 410,227
Total other liabilities and deferred credits ...................... 2,520,138 2,482,649
COMMITMENTS AND CONTINGENCIES
TOTAL CAPITALIZATION AND LIABILITIES .................................... $12,000,742 $11,911,342
</TABLE>
This report should be read in conjunction with the Notes to Condensed
Consolidated Financial Statements on Pages 5 and 6 herein and the
Notes to Consolidated Financial Statements appearing in FPL's 1993
Form 10-K.<PAGE>
<PAGE>
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1994 1993
(Thousands of Dollars)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .............................................................. $ 251,542 $ 218,587
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ....................................... 331,921 283,565
Increase in deferred income taxes and related regulatory credit ..... 32,441 51,382
Deferrals under cost recovery clauses (1) ........................... (61,823) (20,360)
Other - net ......................................................... 72,038 (59,728)
Net cash provided by operating activities ............................. 626,119 473,446
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2) ................................................ (408,830) (713,291)
Other - net ............................................................. (12,881) (18,640)
Net cash used in investing activities ............................... (421,711) (731,931)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of bonds and other long-term debt .............................. 86,350 1,282,936
Issuance of preferred stock ............................................. - 125,000
Retirement of long-term debt and preferred stock ........................ (90,729) (1,225,650)
(Decrease) increase in commercial paper ................................. (25,100) 350,100
Dividends to FPL Group, Inc. ............................................ (180,408) (150,517)
Capital contributions from FPL Group, Inc. .............................. - 30,000
Other - net ............................................................. (650) 31,532
Net cash (used in) provided by financing activities ................. (210,537) 443,401
Net (decrease) increase in cash and cash equivalents ...................... (6,129) 184,916
Cash and cash equivalents at beginning of period .......................... 7,316 3,002
Cash and cash equivalents at end of period ................................ $ 1,187 $ 187,918
Supplemental disclosures of cash flow information:
Cash paid for interest (net of amount capitalized) ...................... $ 140,933 $ 151,112
Cash paid for income taxes .............................................. $ 80,443 $ 22,831
Supplemental schedule of noncash investing and financing activities:
Additions to capital lease obligations .................................. $ 17,759 $ 33,153
(1) Represents the effect on cash flows from operating activities of the net amounts deferred or recovered under the fuel
and purchased power, oil-backout, energy conservation, capacity and environmental cost recovery clauses.
(2) Capital expenditures exclude allowance for equity funds used during construction.
</TABLE>
This report should be read in conjunction with the Notes to Condensed
Consolidated Financial Statements on Pages 5 and 6 herein and the
Notes to Consolidated Financial Statements appearing in FPL's 1993
Form 10-K.<PAGE>
<PAGE>
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The accompanying condensed consolidated financial statements should
be read in conjunction with FPL's 1993 Form 10-K. In the opinion of
FPL, all adjustments (consisting only of normal recurring accruals)
necessary to present fairly the financial position as of June 30,
1994, the results of operations for the three and six months ended
June 30, 1994 and 1993 and the cash flows for the six months ended
June 30, 1994 and 1993 have been made. The results of operations for
an interim period may not give a true indication of results for the
year.
1. Capitalization
Preferred Stock - The 1994 sinking fund requirements for the 6.84%
Preferred Stock, Series Q, $100 Par Value were met by redeeming and
retiring 30,000 shares in April 1994. There are no sinking fund
requirements for the remainder of 1994.
Long-Term Debt - In March 1994, FPL sold a total of $86.35 million
principal amount of Pollution Control Revenue Refunding Bonds,
maturing in September 2024, at variable interest rates that initially
ranged from 2.10% to 2.75%. The proceeds were used to redeem and
retire in March and May 1994 a total of $86.35 million principal
amount of Pollution Control Revenue Bonds, maturing in 2007 through
2019, at interest rates ranging from 5.90% to 11 3/8%.
In July 1994, FPL sold a total of $86.5 million principal amount of
Pollution Control Revenue Refunding Bonds, maturing in July 2029, at
variable interest rates that initially ranged from 2.00% to 3.20%.
The proceeds will be used to redeem and retire in October 1994 a
total of $86.5 million of Pollution Control Revenue Bonds, maturing
in 2019 at an interest rate of 11%.
At June 30, 1994, $200 million of commercial paper has been included
in long-term debt pursuant to financing agreements which allow FPL to
refinance these amounts for periods extending beyond June 30, 1995.
2. Commitments and Contingencies
Capital Commitments - FPL has made commitments in connection with a
portion of its projected capital expenditures. Capital expenditures
for the construction or acquisition of additional facilities and
equipment to meet customer demand are estimated to be $3.7 billion,
including allowance for funds used during construction (AFUDC), for
the years 1994 through 1998. Capital expenditures for 1994 are
estimated to be $879 million, of which $424 million had been spent
through June 30, 1994.
Insurance - Liability for accidents at nuclear power plants is
governed by the Price-Anderson Act, which limits the liability of
nuclear reactor owners to the amount of the insurance available from
private sources and under an industry retrospective payment plan. In
accordance with this Act, FPL maintains $200 million of private
liability insurance, which is the maximum obtainable, and
participates in a secondary financial protection system under which
it is subject to retrospective assessments of up to $317 million per
incident at any nuclear utility reactor in the United States, payable
at a rate not to exceed $40 million per incident per year.
FPL participates in insurance pools and other arrangements that
provide $2.75 billion of limited insurance coverage for property
damage, decontamination and premature decommissioning risks at its
nuclear plants. The proceeds from such insurance, however, must
first be used for reactor stabilization and site decontamination
before they can be used for plant repair. FPL also participates in
an insurance program that provides limited coverage for replacement
power costs if a plant is out of service because of an accident. In
the event of an accident at one of FPL's or another participating
insured's nuclear plants, FPL could be assessed up to $58 million in
retrospective premiums, and in the event of a subsequent accident at
such nuclear plants during the policy period, the maximum aggregate
assessment is $72 million under the programs in effect at June 30,
1994. This contingent liability would be partially offset by a
portion of FPL's storm and property insurance reserve (storm fund),
which totaled $88 million at that date.
In the event of a catastrophic loss at one of FPL's nuclear plants,
the amount of insurance available may not be adequate to cover
property damage and other expenses incurred. Uninsured losses, to
the extent not recovered through rates, would be borne by FPL and
could have a material adverse effect on FPL's financial condition.
In 1993, FPL replaced its transmission and distribution (T&D)
property insurance coverage with a self-insurance program due to the
high cost and limited coverage available from third-party insurers.
Costs incurred under the<PAGE>
<PAGE>
self-insurance program will be charged against FPL's storm fund.
Recovery of any losses in excess of the storm fund from ratepayers
will require the approval of the Florida Public Service Commission
(FPSC). FPL's available lines of credit include $300 million to
provide additional liquidity in the event of a T&D property loss.
Contracts - FPL has take-or-pay contracts with the Jacksonville
Electric Authority (JEA) for 374 megawatts (mw) of power through 2022
and with subsidiaries of the Southern Company to purchase 1,007 mw of
power through May 1995, and declining amounts thereafter through
mid-2010. FPL also has various firm pay-for-performance contracts to
purchase approximately 1,000 mw from certain cogenerators and small
power producers (qualifying facilities) with expiration dates ranging
from 2002 through 2026. These contracts provide for capacity and
energy payments. Energy payments are based on the actual power taken
under these contracts. Capacity payments for the pay-for-performance
contracts are subject to the qualifying facilities meeting certain
contract obligations.
The required capacity payments through 1998 under these contracts are
estimated to be as follows:
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
(Millions of Dollars)
<S> <C> <C> <C> <C> <C>
JEA .................................................... $ 80 $ 80 $ 80 $ 80 $ 80
Southern Companies ..................................... 200 150 140 140 140
Qualifying Facilities .................................. 140 160 310 340 350
</TABLE>
FPL's capacity and energy charges under these contracts were as
follows:
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
1994 Charges 1993 Charges 1994 Charges 1993 Charges
Capacity Energy(1) Capacity Energy(1) Capacity Energy(1) Capacity Energy(1)
(Millions of Dollars)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
JEA .................... $21(2) $12 $22(2) $13 $ 42(2) $22 $ 43(2) $ 26
Southern Companies ..... 52(3) 36 73(3) 60 108(3) 69 150(3) 116
Qualifying Facilities... 37(3) 16 15(3) 10 65(3) 31 29(3) 20
(1) Recovered through the fuel and purchased power cost recovery clause.
(2) Recovered through base rates and the capacity cost recovery clause (capacity clause).
(3) Recovered through the capacity clause.
</TABLE>
FPL has take-or-pay contracts for the supply and transportation of
natural gas under which it is required to make payments estimated to be
$270 million for 1994, $430 million for 1995, $460 million for 1996, $480
million for 1997 and $500 million for 1998. Total payments made under
these contracts for the three and six months ended June 30, 1994 were
$69 million and $115 million, respectively. Total payments made under
these contracts for the three and six months ended June 30, 1993 were
$59 million and $135 million, respectively.
Litigation - Union Carbide Corporation sued FPL and Florida Power
Corporation alleging that, through a territorial agreement approved by the
FPSC, they conspired to eliminate competition in violation of federal
antitrust laws. Praxair, Inc., an entity that was formerly a unit of Union
Carbide, has been substituted as the plaintiff. The suit seeks treble
damages of an unspecified amount based on alleged higher prices paid
for electricity and product sales lost. Cross motions for summary
judgment were denied. Both parties are appealing the denials.
A suit brought by the partners in a cogeneration project located in Dade
County, Florida, alleges that FPL and certain affiliated companies have
engaged in anti-competitive conduct intended to eliminate competition
from cogenerators generally, and from their facility in particular, in
violation of federal antitrust laws and have wrongfully interfered with the
cogeneration project's contractual relationship with Metropolitan Dade
County. The suit seeks damages in excess of $100 million before
trebling under antitrust law, plus other unspecified compensatory and
punitive damages. FPL's motion for summary judgment has been
denied. FPL is appealing the denial.
FPL believes that it has meritorious defenses to all of the litigation
described above and is vigorously defending these suits. Accordingly,
the liabilities, if any, arising from this litigation are not anticipated to
have a material adverse effect on FPL's financial statements.<PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
This discussion should be read in conjunction with the Notes to
Condensed Consolidated Financial Statements contained herein and
Management's Discussion and Analysis of Financial Condition and
Results of Operations appearing in FPL's 1993 Form 10-K. The results
of operations for an interim period may not give a true indication of
results for the year. In the following discussion, all comparisons are with
the corresponding items in the prior year.
RESULTS OF OPERATIONS
For the three and six months ended June 30, 1994, net income was
favorably affected by higher energy sales, resulting from increased
energy usage per retail customer and customer growth, and the benefits
of ongoing cost reduction measures. Partially offsetting these factors,
was higher depreciation expense and lower AFUDC.
Revenues from base rates, which represented 62% of total operating
revenues for the three and six months ended June 30, 1994 and 59%
and 60% for the respective periods in 1993, are derived primarily from
retail operations regulated by the FPSC. Such revenues increased for
the three and six months ended June 30, 1994 mainly due to an 11.9%
and 10.0% increase in energy sales primarily due to increased usage per
retail customer resulting from warmer weather, as well as an improved
economy and customer growth of 2.3%. Revenues derived from cost
recovery clause rates and franchise fees comprise substantially all of the
remaining portion of operating revenues. These revenues represent a
pass-through of costs and do not significantly affect net income.
Excluding amounts recovered through cost recovery clauses, other
operations and maintenance expenses increased slightly mainly due to
costs associated with consolidation of facilities and inventory reductions,
costs relating to additional generating units placed in service after the
first quarter in 1993 and customer growth. Partially offsetting these
items were cost savings from ongoing cost reduction efforts. Higher
electric utility plant balances, reflecting facilities added to meet customer
growth, and new depreciation rates implemented on an interim basis in
January 1994 resulted in increased depreciation expense for the three
and six months ended June 30, 1994. The FPSC's pending decision to
approve or modify interim depreciation rates, which is scheduled to occur
in September 1994, could affect 1994 depreciation expense since any
changes would be retroactive to January 1994. Income taxes increased
for the three and six months ended June 30, 1994 due to higher income,
the increase in the federal income tax rate and an adjustment to prior
year taxes in the first quarter of 1994.
AFUDC decreased for the three and six months ended June 30, 1994 as
a result of the placement in service of the repowered Lauderdale units in
the second quarter of 1993 and Martin Unit Nos. 3 and 4 in the first and
second quarter of 1994, respectively. Interest and preferred stock
dividend requirements declined for the three and six months ended June
30, 1994 due to the refunding of higher cost debt and preferred stock
during 1993 with lower rate instruments.
FINANCIAL CONDITION
For information concerning capital commitments, see Note 2. For a
discussion of changes in capitalization, see Note 1.<PAGE>
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(1) The following directors were elected effective May 9, 1994 by the
written consent of the sole common shareholder of FPL in lieu of an
annual meeting of shareholders:
James L. Broadhead
Dennis P. Coyle
Paul J. Evanson
Stephen E. Frank
Jerome H. Goldberg
Lawrence J. Kelleher
J. Thomas Petillo
C. O. Woody
Michael W. Yackira
Item 5. Other Information
(1) Reference is made to Item 1. Business - System Capability and
Load in FPL's 1993 Form 10-K.
In June 1994, under a 1991 agreement with Georgia Power
Company, FPL purchased an additional 17% (140 mw) ownership
interest in Scherer Unit No. 4 for approximately $129 million.
(2) Reference is made to Item 1. Business - Fuel in FPL's 1993 Form
10-K.
In May 1994, FPL combined and restructured both of its existing
take-or-pay natural gas supply contracts with affiliates of
Florida Gas Transmission Company, the main interstate pipeline in
Florida. The new contract, which expires in 2009, will provide a
firm supply of natural gas under competitive pricing terms to meet
FPL's future gas
requirements.
(3) Reference is made to item 1. Business - Competition in FPL's 1993
Form 10-K.
In May 1994, the Federal Energy Regulatory Commission (FERC)
ruled that FPL can recover its full cost of providing network
transmission service to the Florida Municipal Power Agency (FMPA).
The FMPA is seeking clarification of certain aspects of the FERC's
ruling.
In July 1994, hearings regarding FPL's comprehensive proposal to
revise its wholesale services, rates and tariffs were deferred and
are now scheduled to begin in January 1995. The hearings were
deferred to permit testimony addressing a new comparability
standard announced by the FERC which states that new open
access transmission tariffs should provide third parties with access
on the same basis as is available to the owner of the transmission
system. A final decision by the FERC is expected in 1996.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Description
1(a) Underwriting Agreement between St. Lucie County,
Florida, Goldman, Sachs & Co. and Bear, Stearns &
Co. Inc. dated July 11, 1994
1(b) Underwriting Agreement between St. Lucie County,
Florida, Bear, Stearns & Co. Inc. and Goldman, Sachs
& Co. dated July 11, 1994
*4(a) Restated Articles of Incorporation of FPL dated
March 23, 1992 (filed as Exhibit 3(i)a to Form 10-K for
the year ended December 31, 1993)
*4(b) Amendment to FPL's Restated Articles of Incorporation
dated March 23, 1992 (filed as Exhibit 3(i)b to Form
10-K for the year ended December 31, 1993)
*4(c) Amendment to FPL's Restated Articles of Incorporation
dated May 11, 1992 (filed as Exhibit 3(i)c to Form 10-K
for the year ended December 31, 1993)<PAGE>
<PAGE>
*4(d) Amendment to FPL's Restated Articles of Incorporation
dated March 12, 1993 (filed as Exhibit 3(i)d to Form
10-K for the year ended December 31, 1993)
*4(e) Amendment to FPL's Restated Articles of Incorporation
dated June 16, 1993 (filed as Exhibit 3(i)e to Form
10-K for the year ended December 31, 1993)
*4(f) Amendment to FPL's Restated Articles of Incorporation
dated August 31, 1993 (filed as Exhibit 3(i)f to Form
10-K for the year ended December 31, 1993)
*4(g) Amendment to FPL's Restated Articles of Incorporation
dated November 30, 1993 (filed as Exhibit 3(i)g to
Form 10-K for the year ended December 31, 1993)
*4(h) Mortgage and Deed of Trust dated as of January 1,
1944, and Ninety-four Supplements thereto between
FPL and Bankers Trust Company and The Florida
National Bank of Jacksonville (now First Union National
Bank of Florida) Trustees (as of September 2, 1992,
the sole trustee is Bankers Trust Company) (filed as
Exhibit B-3, File No. 2-4845; Exhibit 7(a), File No.
2-7126; Exhibit 7(a), File No. 2-7523; Exhibit 7(a), File
No. 2-7990; Exhibit 7(a), File No. 2-9217; Exhibit
4(a)-5, File No. 2-10093; Exhibit 4(c), File No. 2-11491;
Exhibit 4(b)-1, File No. 2-12900; Exhibit 4(b)-1, File
No. 2-13255; Exhibit 4(b)-1, File No. 2-13705; Exhibit
4(b)-1, File No. 2-13925; Exhibit 4(b)-1, File
No. 2-15088; Exhibit 4(b)-1, File No. 2-15677; Exhibit
4(b)-1, File No. 2-20501; Exhibit 4(b)-1, File
No. 2-22104; Exhibit 2(c), File No. 2-23142; Exhibit
2(c), File No. 2-24195; Exhibit 4(b)-1, File No. 2-25677;
Exhibit 2(c), File No. 2-27612; Exhibit 2(c), File No.
2-29001; Exhibit 2(c), File No. 2-30542; Exhibit 2(c),
File No. 2-33038; Exhibit 2(c), File No. 2-37679; Exhibit
2(c), File No. 2-39006; Exhibit 2(c), File No. 2-41312;
Exhibit 2(c), File No. 2-44234; Exhibit 2(c), File
No. 2-46502; Exhibit 2(c), File No. 2-48679; Exhibit
2(c), File No. 2-49726; Exhibit 2(c), File No. 2-50712;
Exhibit 2(c), File No. 2-52826; Exhibit 2(c), File No.
2-53272; Exhibit 2(c), File No. 2-54242; Exhibit 2(c),
File No. 2-56228; Exhibits 2(c) and 2(d), File
No. 2-60413; Exhibits 2(c) and 2(d), File No. 2-65701;
Exhibit 2(c), File No. 2-66524; Exhibit 2(c), File No.
2-67239; Exhibit 4(c), File No. 2-69716; Exhibit 4(c),
File No. 2-70767; Exhibit 4(b), File No. 2-71542;
Exhibit 4(b), File No. 2-73799; Exhibits 4(c), 4(d) and
4(e), File No. 2-75762; Exhibit 4(c), File No. 2-77629;
Exhibit 4(c), File No. 2-79557; Exhibit 99(a) to
Post-Effective Amendment No. 5 to Form S-8, File
No. 33-18669; Exhibit 99(a) to Post-Effective
Amendment No. 1 to Form S-3, File No. 33-46076; and
Exhibit 4(b) to Form 10-K for the year ended
December 31, 1993)
4(i) Ninety-fifth Supplemental Indenture dated as of June 1,
1994 between FPL and Bankers Trust Company,
Trustee
12 Computation of Ratios
* Incorporated herein by reference
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
FLORIDA POWER & LIGHT COMPANY
(Registrant)
Date: August 10, 1994 PAUL J. EVANSON
Paul J. Evanson
Senior Vice President, Finance
and Chief Financial Officer
(Principal Financial Officer)
EXHIBIT 1(a)
$57,500,000
ST. LUCIE COUNTY, FLORIDA
Pollution Control Revenue Refunding Bonds
(Florida Power & Light Company Project)
Series 1994A
UNDERWRITING AGREEMENT
Underwriting Agreement, dated July 11, 1994, between St. Lucie
County, Florida (the "Issuer"), and Goldman, Sachs & Co. and Bear,
Stearns & Co. Inc. jointly and severally (the "Underwriters").
1. Description of Bonds. The Issuer proposes to issue and sell
$57,500,000 aggregate principal amount of its Pollution Control
Revenue Refunding Bonds (Florida Power & Light Company Project),
Series 1994A, with the terms specified in Schedule I hereto (the
"Bonds"), pursuant to a Trust Indenture, to be dated as of
July 1, 1994 (the "Indenture"), by and between the Issuer and First
Union National Bank of Florida, as trustee (the "Trustee"), and
pursuant to a resolution adopted by the Issuer on June 28, 1994 (the
"Resolution"). The Bonds will be payable, except to the extent
payable from bond proceeds and other moneys pledged therefor, solely
from, and secured by a pledge of, the revenues to be derived by the
Issuer under a Loan Agreement, to be dated as of July 1, 1994 (the
"Loan Agreement"), by and between the Issuer and Florida Power &
Light Company (the "Company").
2. Purchase, Sale and Closing. On the basis of the representations
and warranties contained herein and in the Letter of Representation,
hereinafter defined, and subject to the terms and conditions set
forth herein and in the Official Statement, hereinafter defined, the
Underwriters will jointly and severally purchase from the Issuer, and
the Issuer will sell to such Underwriters, the Bonds. The price for
the Bonds will be 100% of the principal amount thereof and shall be
payable in immediately available funds. The closing will be held at
the office of Steel Hector & Davis, 1900 Phillips Point West, 777
South Flagler Drive, West Palm Beach, Florida 33401-6198, at
9:00 A.M. New York time on July 12, 1994, or such other date, time or
place as may be agreed upon by the parties hereto. The hour and date
of such closing are herein called the "Closing Date". The Bonds will
be delivered in New York, New York in definitive registered form and
registered in such names as the Underwriters may reasonably request,
except with respect to the Bonds which bear interest at a weekly
interest rate which will be registered in the name of a nominee of
The Depository Trust Company, and will be made available to the
Underwriters for inspection and packaging upon delivery at The
Depository Trust Company, New York, New York, or at such other place
as may be agreed upon by the Issuer, the Company and the
Underwriters. As compensation for the services of the Underwriters
as contemplated herein, the Company agrees to pay the Underwriters a
fee in the amount of $129,375.
3. Representations of the Issuer. The Issuer represents and warrants
to the Underwriters that:
(a) The Issuer has approved the delivery of an Official Statement,
dated July 11, 1994, for use in connection with the sale and
distribution of the Bonds. The Issuer has ratified and confirmed the
use prior to the date hereof of a Preliminary Official Statement,
dated July 6, 1994 in connection with the offering of the Bonds.
Appendix A to such Official Statement and such Preliminary Official
Statement describes certain matters relating to the Company and is
sometimes herein separately referred to as "Appendix A." Such
Official Statement and such Preliminary Official Statement, as<PAGE>
<PAGE>
amended and supplemented, including in each case Appendix A and all
documents incorporated by reference therein, Appendix B, Appendix C,
Appendix D and Appendix E are herein referred to as the "Official
Statement" and the "Preliminary Official Statement", respectively,
and all references herein to matters described, contained or set
forth in the Official Statement or the Preliminary Official Statement
shall, unless specifically stated otherwise, include Appendix A and
all documents incorporated by reference therein, Appendix B,
Appendix C, Appendix D and Appendix E. For the purposes of this
Agreement, all documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") after the date of the
Official Statement and incorporated by reference in the Official
Statement shall be deemed to be a supplement to the Official
Statement. The information with respect to the Issuer contained
in the Official Statement under the heading "Disclosure Required
by Florida Blue Sky Regulations" does not contain an untrue
statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The
Issuer assumes no responsibilities for the accuracy, sufficiency or
fairness of any statements in the Preliminary Official Statement or
the Official Statement or any supplements thereto other than
statements and information therein relating to the Issuer under the
captions "Introductory Statement" and "Disclosure Required by Florida
Blue Sky Regulations".
(b) The Issuer will not at any time authorize an amendment or
supplement (including an amendment or supplement resulting from the
filing of a document incorporated by reference) to the Official
Statement without prior notice to the Company, the Underwriters, and
Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters, or
any such amendment or supplement to which the Company or the
Underwriters shall reasonably object in writing, or which shall be
unsatisfactory to Winthrop, Stimson, Putnam & Roberts. At the date
hereof, the information with respect to the Issuer in the Official
Statement and the Preliminary Official Statement is true and correct.
(c) The Issuer is a validly existing political subdivision of the
State of Florida with full legal right, power and authority under the
laws of the State of Florida, including particularly Part II of
Chapter 159, Florida Statutes, as amended, to consummate the
transactions involving the Issuer contemplated herein and in the
Official Statement and to fulfill the terms hereof on the part of the
Issuer to be fulfilled.
(d) The consummation of the transactions contemplated herein and in
the Official Statement and the fulfillment of the terms hereof on the
part of the Issuer to be fulfilled have been duly authorized by all
necessary action of the Issuer in accordance with the laws of the
State of Florida.
(e) The execution and delivery by the Issuer of the Loan Agreement and
the Indenture, the pledge and assignment by the Issuer to the Trustee
of certain of its rights under the Loan Agreement, the consummation
by the Issuer on its part of the transactions contemplated herein and
in the Official Statement and the fulfillment of the terms hereof by
the Issuer and the compliance by the Issuer with all the terms and
provisions of the Indenture and the Loan Agreement will not conflict
with, or constitute a breach of or default under, any constitutional
provision, statute or ordinance, any indenture, mortgage, deed of
trust, resolution or other agreement or instrument to which the
Issuer is now a party or by which it is now bound, or, to the
knowledge of the Issuer, any order, rule or regulation applicable to
the Issuer of any court or governmental agency or body having
jurisdiction over the Issuer or any of its activities or properties.
(f) Except as disclosed in or contemplated by the Official Statement,
as it may be amended or supplemented, there is no action, suit,
proceeding, inquiry or investigation, at law or in equity, or before
or by any court, public board or body to which the Issuer is a party,<PAGE>
<PAGE>
pending or, to the knowledge of the Issuer, threatened against the
Issuer, (i) to restrain or enjoin the issuance or sale of the Bonds
or the performance by the Issuer of the Loan Agreement or the
Indenture including without limitation assignment to the Trustee of
the Issuer's right to receive Loan Repayments and certain other
rights under the Loan Agreement as security for the Bonds, or (ii)
wherein an unfavorable decision, ruling or finding would (A) have a
material adverse effect on the transactions contemplated herein or in
the Official Statement or (B) adversely affect or put in question the
validity or enforceability of the Bonds, the Indenture, the Loan
Agreement, this Agreement, the Letter of Representation, dated the
date hereof, in the form attached hereto as Exhibit F (the "Letter of
Representation") from the Company to the Issuer and the Underwriters
or any other agreement, instrument or document to which the Issuer is
a party or by which it is bound relating to the consummation of the
transactions contemplated herein or in the Official Statement.
4. Underwriters' Representation. The Underwriters intend to make a
public offering of the Bonds for sale upon the terms and conditions
set forth in the Official Statement.
5. Covenants of the Issuer. The Issuer agrees that:
(a) It has delivered herewith or will cause to be delivered to the
Underwriters as soon as practicable, a copy of the Official Statement
and will deliver or cause to be delivered to the Underwriters
promptly, which in no event will be later than seven business days
after the date hereof, as many copies of the Official Statement as
the Underwriters may reasonably request. Upon the issuance thereof,
the Issuer will deliver to the Underwriters copies of all amendments
and supplements to the Official Statement (other than documents
incorporated by reference therein).
(b) It will cooperate with the Company and the Underwriters in
connection with the preparation of the Official Statement and any
amendment or supplement thereto which the Company may be required to
furnish the Underwriters pursuant to the Letter of Representation.
(c) It will furnish such proper information as may be lawfully
required and otherwise cooperate in qualifying the Bonds for offer
and sale under the blue sky laws of such jurisdictions as the
Underwriters may designate, provided that the Issuer shall not be
required to qualify as a dealer in securities, or to file any
consents to service of process, under the laws of any jurisdiction,
or to meet other requirements deemed by the Issuer to be unduly
burdensome.
(d) It will not take or omit to take any action the taking or omission
of which would cause the proceeds from the sale of the Bonds to be
applied in a manner contrary to that provided for in the Indenture
and the Loan Agreement, as each may be amended from time to time.
(e) At the request of the Underwriters or the Company, it will take
such action as is necessary and within its power and at the sole
expense of the Company to assure or maintain the status of the
interest on the Bonds as excluded from gross income for purposes of
the Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations thereunder.
The foregoing covenants are conditioned upon the Company's compliance
with Section 2 of the Letter of Representation.
6. Conditions of Underwriters' Obligation. The obligation of the
Underwriters to purchase and pay for the Bonds shall be subject to
the accuracy of, and compliance with, the representations and
warranties of the Issuer and the Company contained herein and in the
Letter of Representation, respectively, to the performance by the
Issuer and the Company of their obligations to be performed hereunder
and under the Letter of Representation, respectively, at and prior to
the Closing Date and to the following conditions:<PAGE>
<PAGE>
(a) At the Closing Date, the Indenture, the Loan Agreement and the
Letter of Representation shall be in full force and effect, and if
executed subsequent to the execution hereof and prior to the Closing
Date, shall not have been amended, modified or supplemented except as
may have been agreed to in writing by the Underwriters; provided,
however, that the acceptance of delivery of the Bonds by the
Underwriters on the Closing Date shall be deemed to constitute such
approval; and the Underwriters shall have received an executed
counterpart or certified copy of the Indenture and the Loan
Agreement.
(b) At the Closing Date, the Bonds shall have been duly authorized,
executed and authenticated in accordance with the provisions of the
Indenture.
(c) At the Closing Date, no order, decree or injunction of any court
of competent jurisdiction shall have been issued, or proceedings
therefor shall have been commenced, nor shall any order, ruling,
regulation or official statement by any governmental official, body
or board, have been issued, nor shall any legislation have been
enacted, with the purpose or effect of prohibiting or limiting the
issuance, offering or sale of the Bonds as contemplated herein or in
the Official Statement or the performance of the Indenture or the
Loan Agreement, in accordance with their respective terms.
(d) At the Closing Date, there shall be in full force and effect an
authorization of the Florida Public Service Commission with respect
to the participation of the Company in the transactions contemplated
herein and in the Official Statement, and containing no provision
unacceptable to the Underwriters by reason of the fact that it is
materially adverse to the Company, it being understood that no
authorization in effect at the time of the execution hereof by the
Underwriters contains any such unacceptable provision.
(e) At the Closing Date, the Underwriters shall have received
opinions, dated the Closing Date, of the County Attorney for St.
Lucie County, Florida, Squire, Sanders & Dempsey, as Bond Counsel,
Steel Hector & Davis and Reid & Priest, counsel to the Company, and
Winthrop, Stimson, Putnam & Roberts as counsel for the Underwriters,
substantially in the forms thereof attached hereto as Exhibits A, B-
1, B-2, C, D, and E, respectively, but with such changes as the
Underwriters shall approve.
(f) At the Closing Date, the Underwriters shall have received from
Deloitte & Touche, to the extent permitted by Statement of Auditing
Standards No. 72, a letter to the effect that (i) they are
independent public accountants with respect to the Company within the
meaning of the Securities Act of 1933, as amended (the "Securities
Act"), and the Exchange Act and the applicable published rules and
regulations thereunder; (ii) in their opinion, the consolidated
financial statements audited by them and incorporated by reference in
Appendix A to the Official Statement comply as to form in all
material respects with the applicable accounting requirements of the
Securities Act and the Exchange Act and the published rules and
regulations thereunder; (iii) on the basis of a reading of the
unaudited condensed consolidated financial statements of the Company
incorporated by reference in Appendix A to the Official Statement,
the latest available interim unaudited consolidated financial
statements of the Company since the close of the Company's most
recent audited fiscal year, if different from the unaudited condensed
consolidated financial statements of the Company incorporated by
reference in Appendix A to the Official Statement, the minutes and
consents of the Board of Directors, the Finance Committee of the
Board of Directors, the Stock Issuance Committee of the Board of
Directors, and Shareholder of the Company since the end of the most
recent audited fiscal year, and inquiries of officials of the Company
who have responsibility for financial and accounting matters (it
being understood that the foregoing procedures do not constitute an
audit made in accordance with generally accepted auditing standards
and they would not necessarily reveal matters of significance with
respect to the comments made in such letter, and accordingly that<PAGE>
<PAGE>
Deloitte & Touche make no representation as to the sufficiency of
such procedures for the Underwriters' purposes), nothing has come to
their attention which caused them to believe that (a) the unaudited
condensed consolidated financial statements of the Company
incorporated by reference in Appendix A to the Official Statement
(1) do not comply as to form in all material respects with the
applicable accounting requirements of the Securities Act and the
Exchange Act and the published rules and regulations thereunder and
(2) except as disclosed in Appendix A to the Official Statement, as
amended or supplemented, are not in conformity with generally
accepted accounting principles applied on a basis substantially
consistent with that of the audited consolidated financial statements
of the Company incorporated by reference in Appendix A to the
Official Statement, (b) at the date of the latest available interim
balance sheet read by them, if different from the consolidated
balance sheet incorporated by reference in Appendix A to the Official
Statement, and at a specified date not more than five days prior to
the Closing Date there was any change in the common stock, additional
paid in capital, preferred stock or long-term debt of the Company, or
decrease in its net assets, in each case as compared with amounts
shown in the most recent consolidated balance sheet incorporated by
reference in Appendix A to the Official Statement, except in all
instances for changes or decreases which Appendix A to the Official
Statement, as amended or supplemented, discloses have occurred or may
occur, or as occasioned by the declaration, provision for, or payment
of dividends, or which are described in such letter, or (c) for the
period from the date of the most recent consolidated balance sheet
incorporated by reference in Appendix A to the Official Statement to
the latest available interim balance sheet read by them and for the
period from the latest available interim balance sheet read by them
to a specified date not more than five days prior to the Closing
Date, there were any decreases, as compared with the corresponding
period in the preceding year, in total consolidated operating
revenues or in net income or net income available to FPL Group, Inc.,
except in all instances for decreases which Appendix A to the
Official Statement, as amended or supplemented, discloses have
occurred or may occur, or which are described in such letter;
and (iv) they have carried out certain procedures and made certain
findings, as specified in such letter, with respect to certain
amounts included in Appendix A to the Official Statement and such
other items as the Underwriter may reasonably request.
(g) At the Closing Date, the Underwriters shall have received from the
Issuer a certificate of its Chairman or Vice Chairman of the Board of
County Commissioners, dated the Closing Date, stating in effect that
each of the representations and warranties of the Issuer set forth
herein is true, accurate and complete in all material respects at and
as of the Closing Date and that each of the obligations of the Issuer
hereunder to be performed by it at or prior to the Closing Date has
been performed.
(h) At the Closing Date, the Underwriters shall have received a
certified copy of the Resolution of the Issuer authorizing the
issuance and sale of the Bonds.
(i) Since the date of the Official Statement, as it may be amended or
supplemented (including amendments or supplements resulting from the
filing of documents incorporated by reference), and up to the Closing
Date, there shall have been no material adverse change in the
business, properties or financial condition of the Company, except as
reflected in or contemplated by the Official Statement, as it may be
so amended or supplemented, and, since such date and up to the
Closing Date, there shall have been no material transaction entered
into by the Company other than transactions reflected in or
contemplated by the Official Statement, as it may be so amended or
supplemented, and transactions in the ordinary course of business.
(j) At the Closing Date, the Underwriters shall have received from the
Company a certificate, dated the Closing Date, signed by the
President or any Vice President or the Treasurer or the Assistant
Treasurer of the Company to the effect of paragraph (i) above and<PAGE>
<PAGE>
stating in effect that the representations and warranties of the
Company set forth in the Letter of Representation are true, accurate
and complete in all material respects at and as of the Closing Date
and that each of the obligations of the Company under the Letter of
Representation to be performed at or prior to the Closing Date has
been performed.
(k) At the Closing Date, the Company shall have delivered to the
Underwriters a wire or check payable in immediately available funds
in an amount equal to and representing the Underwriters' fee
specified in Section 2 hereof.
In case any of the conditions specified above in this Section 6 shall
not have been fulfilled, this Agreement may be terminated by the
Underwriters upon mailing or delivering written notice thereof to the
Issuer and the Company. Any such termination shall be without
liability of any party to any other party except as otherwise
provided in Section 3 of the Letter of Representation.
7. Termination. (a) This Agreement may be terminated by the
Underwriters by delivering written notice thereof to the Issuer and
the Company, at or prior to the Closing Date, if:
(i) after the date hereof and at or prior to the Closing Date there
shall have occurred any general suspension of trading in securities
on the New York Stock Exchange, Inc. or there shall have been
established by the New York Stock Exchange, Inc. or by the Securities
and Exchange Commission or by any federal or state agency or by the
decision of any court any limitation on prices for such trading or
any restrictions on the distribution of securities, or a general
banking moratorium declared by New York or federal authorities, the
effect of which on the financial markets of the United States shall
be such as to make it impracticable for the Underwriters to enforce
contracts for the sale of the Bonds;
(ii) there shall have occurred any new outbreak of hostilities
including, but not limited to, an escalation of hostilities which
existed prior to the date of this Agreement or other national or
international calamity or crisis, the effect of which on the
financial markets of the United States shall be such as to make
it impracticable for the Underwriter to enforce contracts for the
sale of the Bonds;
(iii) after the date hereof and at or prior to the Closing Date,
legislation shall be enacted by the Congress or adopted by either
House thereof or a decision shall be rendered by a federal court,
including the Tax Court of the United States, or a ruling, regulation
or order by or on behalf of the Treasury Department of the United
States, the Internal Revenue Service or other governmental agency
shall be issued or proposed with respect to the imposition of federal
income taxation upon receipts, revenues or other income of the same
kind and character expected to be derived by the Issuer, including,
without limitation, Loan Repayments and other amounts under the Loan
Agreement, or upon interest received on bonds of the same kind and
character as the Bonds, with the result in any such case that it is
impracticable, in the reasonable judgment of the Underwriters, for
the Underwriters to enforce contracts for the sale of the Bonds; or
(iv) the subject matter of any amendment or supplement to the Official
Statement prepared and furnished by the Issuer or the Company renders
it, in the judgment of the Underwriters, either inadvisable to
proceed with the offering or inadvisable to proceed with the delivery
of the Bonds to be purchased hereunder.
(b) This Agreement shall terminate upon the termination of the Letter
of Representation as provided in Section 4 thereof.
(c) Any termination of this Agreement pursuant to this Section 7
shall be without liability of any party to any other party except as
otherwise provided in Section 3 of the Letter of Representation.<PAGE>
<PAGE>
8. Truth-In-Bonding Statement. The Issuer is proposing to issue
$57,500,000 principal amount of the Bonds for the purpose of retiring
an equal principal amount of bonds previously issued by St. Lucie
County, Florida. The Bonds are expected to be repaid over a period
of 35 years. At a forecasted interest rate of 8.0%, total interest
paid over the life of the debt or obligation will be $161,000,000.
The source of repayment for this proposal is the payments by the
Company under the Loan Agreement. Authorizing this debt or
obligation will result in $0 moneys not being available to finance
the other services of the Issuer each year for 35 years.
9. Miscellaneous. The validity and interpretation of this Agreement
shall be governed by the law of the State of Florida. This Agreement
shall inure to the benefit of the Issuer, the Underwriters and the
Company, and their respective successors. Nothing in this Agreement
is intended or shall be construed to give to any other person, firm
or corporation any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provision herein contained. The
term "successors" as used in this Agreement shall not include any
purchaser, as such purchaser, of any Bonds from or through the
Underwriters. This Agreement may be executed by any one or more of
the parties hereto in any number of counterparts, each of which shall
be deemed to be an original, but all such counterparts shall together
constitute one and the same instrument.
The representations and warranties of the Issuer contained in Section
3 hereof shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the
Underwriters, and shall survive the delivery of the Bonds.<PAGE>
<PAGE>
10. Notices and other Actions. All notices, demands and formal
actions hereunder will be in writing mailed, telegraphed or delivered
to:
The Issuer: St. Lucie County
County Administration Building
2300 Virginia Avenue
Ft. Pierce, Florida 33492
Attention: County Administrator
The Company: Florida Power & Light Company
700 Universe Boulevard
Juno Beach, Florida 33408-8801
Attention: Treasurer
The Underwriters: Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: Municipal Finance Department
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Attention: Municipal Finance Department<PAGE>
<PAGE>
In Witness Whereof, the parties hereto, in consideration of the
mutual covenants set forth herein and intending to be legally bound,
have caused this Agreement to be executed and delivered as of the
date first written above.
ST. LUCIE COUNTY, FLORIDA
By: HAVERT L. FENN
Chairman of the Board of County
Commissioners of St. Lucie County,
Florida
Attest:
A. MILLIE WHITE
(Deputy) Clerk of St. Lucie County, Florida
Approved by the County Attorney as to Form:
By: DANIEL S. MCINTYRE
County Attorney for St. Lucie County, Florida
GOLDMAN, SACHS & CO.
GOLDMAN, SACHS & CO.
(Goldman, Sachs & Co.)
BEAR, STEARNS & CO. INC.
By: MICHAEL E. RESCOE
Title: SENIOR MANAGING DIRECTOR
Approved:
FLORIDA POWER & LIGHT COMPANY
By: DILEK SAMIL
Treasurer<PAGE>
<PAGE>
SCHEDULE I
Underwriting Agreement dated July 11, 1994.
Issuer: St. Lucie County, Florida
Bonds:
Designation: Pollution Control Revenue Refunding Bonds
(Florida Power & Light Company Project),
Series 1994A.
Principal Amount: $57,500,000
Date of Maturity: July 1, 2029
Initial Interest Rate: See Schedule A
Purchase Price: 100% of the principal amount thereof.
Public Offering Price: 100% of the principal amount thereof.
Redemption Provisions: The Bonds will be subject to redemption by the
Issuer, in whole or in part, at the direction
of Florida Power & Light Company, as set
forth in the Official Statement.
Underwriters' Fee: $129,375<PAGE>
<PAGE>
SCHEDULE A
MATURITY DATE OF
COMMERCIAL COMMERCIAL PAPER
PRINCIPAL AMOUNT PAPER TERM TERM RATE
$2,000,000 November 16, 1994 3.10%
$3,000,000 November 9, 1994 3.20%
$2,000,000 November 15, 1994 3.20%
$50,500,000 July 13, 1994 2%<PAGE>
<PAGE>
EXHIBIT A
(Letterhead of County Attorney for St. Lucie County)
July 12, 1994
St. Lucie County
Ft. Pierce, Florida
Squire, Sanders & Dempsey
Miami, Florida
Goldman, Sachs & Co.
New York, New York
Bear, Stearns & Co. Inc.
New York, New York
(the "Underwriters" named in the
Underwriting Agreement dated
July 11, 1994 (the "Agreement")
relating to the Bonds referred to below)
Ladies and Gentlemen:
I am County Attorney for St. Lucie County, Florida, (the "Issuer")
and as such have acted as general counsel for the Issuer in
connection with the issuance and sale of $57,500,000 aggregate
principal amount of the Issuer's Pollution Control Revenue Refunding
Bonds (Florida Power & Light Company Project), Series 1994A (the
"Bonds"). The Bonds are being issued pursuant to a resolution
adopted by the Issuer on June 28, 1994 (the "Resolution") to refund a
like amount of outstanding bonds previously issued by the Issuer to
finance a portion of the cost of the acquisition, installation and
construction of certain pollution control facilities located at the
St. Lucie Electrical Generating Plant of Florida Power & Light
Company (the "Company"), all as more particularly described in the
Trust Indenture, dated as of July 1, 1994 (the "Indenture"), between
the Issuer and First Union National Bank of Florida, Miami, Florida,
as trustee (the "Trustee"). The issuance of the Bonds and the
Project were approved by the Issuer in the Resolution.
Based upon such review as I deemed necessary, I am of the opinion
that:
(1) The Issuer is a validly existing political subdivision of the
State of Florida with full legal right, power and authority under the
laws of the State of Florida, including particularly Part II of
Chapter 159, Florida Statutes, as amended, (i) to issue and sell the
Bonds; (ii) to loan the proceeds of the Bonds to the Company under
the Loan Agreement, dated as of July 1, 1994, (the "Loan Agreement"),
by and between the Issuer and Company; (iii) to execute and perform
its obligations under the Loan Agreement, the Agreement, the
Indenture, and the Bonds; and (iv) to accept the Letter of
Representation, dated as of July 11, 1994, from the Company to the
Issuer and the Underwriters (the "Letter of Representation").
(2) The Resolution is a valid resolution of the Issuer, duly adopted
by the Issuer at a meeting duly noticed, called and held in
accordance with the Constitution and laws of the State of Florida.
(3) The acceptance of the Letter of Representation by the Issuer has
been duly authorized, and said Letter of Representation has been
validly accepted by the Issuer.<PAGE>
<PAGE>
(4) The Issuer has duly approved the use and distribution of the
Official Statement, dated July 11, 1994 (the "Official Statement") at
the meeting wherein the Resolution was adopted and has duly
authorized such changes, insertions and omissions as may be approved
by its Chairman or its Vice Chairman as evidenced by the execution
and delivery of the Indenture.
(5) Neither the making or the performance by the Issuer of the Loan
Agreement, the Indenture or the Agreement, nor the acceptance by the
Issuer of the Letter of Representation, violates or conflicts with
any constitutional provision, statute, indenture, mortgage, deed of
trust, lease, resolution or other agreement or instrument to which
the Issuer is a party or by which it is bound, or, to my knowledge,
any order, rule or regulation applicable to the Issuer of any court
or governmental agency or body having jurisdiction over the Issuer or
any of its activities or properties.
(6) Except as disclosed in or contemplated by the Official Statement,
I have not been made aware of any action, suit, proceeding or
investigation at law or in equity or before or by any court, public
board or body, to which the Issuer is a party which is pending or
threatened against or affecting the Issuer wherein an unfavorable
decision, finding or ruling would adversely affect (i) the
transactions contemplated by the Indenture, the Loan Agreement, the
Official Statement or by the Agreement, (ii) the validity or
enforceability of the Bonds, the Indenture or the Loan Agreement, or
(iii) the exclusion from gross income for federal income tax purposes
of interest on the Bonds.
(7) No approval, consent or authorization of any Florida governmental
or public agency or authority not already obtained is required in
connection with the consummation by the Issuer of the transactions
contemplated by the Official Statement or by the Agreement or the
performance of its obligations under the Loan Agreement, the
Indenture and the Agreement.
Very truly yours,<PAGE>
<PAGE>
EXHIBIT B-1
(Letterhead of Squire Sanders & Dempsey)
July 12, 1994
To: St. Lucie County
Ft. Pierce, Florida
Goldman, Sachs & Co.
New York, New York
Bear, Stearns & Co. Inc.
New York, New York
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance by St.
Lucie County, Florida (the "Issuer") of its $57,500,000 St. Lucie
County, Florida Pollution Control Revenue Refunding Bonds (Florida
Power & Light Company Project), Series 1994A, dated as of
July 1, 1994 (the "Series 1994A Bonds"). The Series 1994A Bonds are
being issued pursuant to Part II of Chapter 159, Florida Statutes, as
amended (the "Act"), for the purpose of making a loan to Florida
Power & Light Company (the "Company") to refund a like amount of
outstanding St. Lucie County, Florida Pollution Control Revenue Bonds
(Florida Power & Light Company Project), Series 1984, dated as of
October 1, 1984 issued to finance a portion of the cost of the
acquisition, installation and construction of certain pollution
control facilities at Units 1 and 2 of the St. Lucie Electrical
Generating Plant located in St. Lucie County, Florida, an undivided
interest in which is owned by the Company, all as more particularly
described in the Trust Indenture, dated as of July 1, 1994 (the
"Indenture"), between the Issuer and First Union National Bank of
Florida, Miami, Florida, as trustee (the "Trustee").
In rendering this opinion, we have examined the transcript of
proceedings (the "Transcript") relating to the issuance of the
Series 1994A Bonds. The Transcript documents include an executed
counterpart of the Indenture and an executed counterpart of the Loan
Agreement, dated as of July 1, 1994 (the "Agreement"), between the
Issuer and the Company. We also have examined an executed
Series 1994A Bond.
Based on this examination, we are of the opinion that, under existing
law:
1. The Series 1994A Bonds, the Indenture and the Agreement are valid,
legal, binding and enforceable in accordance with their respective
terms, subject to bankruptcy laws and other laws affecting creditors'
rights and to the exercise of judicial discretion.
2. The Series 1994A Bonds constitute limited obligations of the
Issuer, and the principal of and interest and any premium on the
Series 1994A Bonds (collectively, "debt service") are payable solely
from the revenues and other moneys pledged and assigned by the
Indenture to secure that payment. Those revenues and other moneys
include the Loan Repayments required to be made by the Company under
the Agreement. The Series 1994A Bonds and the payment of debt
service thereon are not secured by an obligation or pledge of any
moneys raised by taxation, and the Series 1994A Bonds do not
represent or constitute a debt or pledge of the faith and credit of
the Issuer, the State of Florida or any political subdivision
thereof.<PAGE>
<PAGE>
3. The interest on the Series 1994A Bonds is excluded from gross
income for federal income tax purposes under Section 103(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), except on any
Series 1994A Bonds for any period during which it is held by a
"substantial user" or a "related person" as those terms are used in
Section 147(a) of the Code, and the interest on the Series 1994A
Bonds is not treated as an item of tax preference under Section 57 of
the Code for purposes of the alternative minimum tax imposed on
individuals and corporations.
The Series 1994A Bonds and the interest thereon are exempt from all
taxation under the laws of the State of Florida, except estate taxes
and taxes measured by income which are imposed by Chapter 220,
Florida Statutes, as amended, on "corporations", "banks" and "savings
associations", as such terms are defined in said Chapter 220. We
express no opinion as to other tax consequences regarding the
Series 1994A Bonds.
Under the Code, portions of the interest earned by certain
corporations (as defined for federal income tax purposes) may be
subject to a corporate alternative minimum tax and an environmental
tax imposed for certain taxable years, and interest may be subject to
a branch profits tax imposed on certain foreign corporations doing
business in the United States and to a tax imposed on excess net
passive income of certain S corporations.
In giving the foregoing opinion with respect to the treatment of
interest on the Series 1994A Bonds and the status of the Series 1994A
Bonds under the federal tax laws, we have assumed and relied upon
compliance with the covenants of the Issuer and the Company and the
accuracy, which we have not independently verified, of the
representations and certifications of the Issuer and the Company
contained in the Transcript. The accuracy of certain of those
representations and certifications, and compliance by the Issuer and
the Company with certain of those covenants, may be necessary for the
interest on the Series 1994A Bonds to be and to remain excluded from
gross income for federal income tax purposes. Failure to comply with
certain requirements with respect to the Series 1994A Bonds (or with
similar requirements with respect to another issue of bonds to be
issued by the Issuer on behalf of the Company at the same time as the
Series 1994A Bonds) subsequent to the issuance of the Series 1994A
Bonds could cause the interest thereon to be included in gross income
for federal income tax purposes retroactively to the date of issuance
of the Series 1994A Bonds. We also have relied upon the opinion of
Steel Hector & Davis, as counsel for the Company, as to all matters
concerning the due authorization, execution and delivery by, and the
binding effect upon and enforceability against, the Company of the
Agreement. We have further assumed the due authorization, execution
and delivery by, and the binding effect upon and enforceability
against, the Trustee of the Indenture.
Respectfully submitted,<PAGE>
<PAGE>
EXHIBIT B-2
(Letterhead of Squire, Sanders & Dempsey)
July 12, 1994
To: St. Lucie County
Ft. Pierce, Florida
Goldman, Sachs & Co.
New York, New York
Bear, Stearns & Co. Inc.
New York, New York
Ladies and Gentlemen:
This supplemental opinion is rendered at your request in connection
with the issuance by St. Lucie County, Florida (the "Issuer") of its
$57,500,000 St. Lucie County, Florida Pollution Control Revenue
Refunding Bonds (Florida Power & Light Company Project),
Series 1994A, dated as of July 1, 1994 (the "Series 1994A Bonds").
In connection with the issuance of the Series 1994A Bonds, we have
delivered to each of you our approving legal opinion as Bond Counsel
(the "Approving Opinion"). In rendering this opinion, we have
examined and relied upon the matters contained, referred to and
identified, and to the same extent stated, in the Approving Opinion.
We also have examined (i) the Official Statement, dated
July 11, 1994, relating to the Series 1994A Bonds and a certain other
issue of bonds of the Issuer (the "Official Statement") and (ii) the
Securities Act of 1933, as amended (the "1933 Act"), the Trust
Indenture Act of 1939, as amended (the "1939 Act"), and the rules,
regulations and interpretations under those acts. All terms used in
this supplemental opinion and not defined herein shall have the same
meaning as assigned in the Approving Opinion.
Based on such examination, we are of the opinion that, under existing
law:
(1) The Issuer is a validly existing political subdivision of the
State of Florida with full authority to execute and deliver the
Indenture, the Agreement and to issue and sell the Series 1994A Bonds
pursuant to the Act.
(2) In connection with the offering and sale of the Series 1994A Bonds
to the public, neither the Series 1994A Bonds nor any securities
evidenced thereby are required to be registered under the 1933 Act
and neither the Indenture nor any other instrument is required to be
qualified under the 1939 Act.
(3) The statements in the Official Statement relating to the
Series 1994A Bonds, the Indenture and the Agreement under the
captions "The Series 1994 Bonds" (except for certain information and
statements provided by The Depository Trust Company under "The
Series 1994 Bonds -- Book-Entry System", as to which, with your
permission, we express no opinion), "The Agreements" and "The
Indentures", insofar as they describe the provisions of the
Series 1994A Bonds, the Agreement and the Indenture, fairly and
accurately summarize the material provisions of those documents. The
statements pertaining to the Series 1994A Bonds in the Official
Statement under the caption "Tax Exemption" fairly and accurately
present the information purported to be shown.<PAGE>
<PAGE>
This letter is furnished by us solely for your benefit in connection
with the original issuance and delivery of the Series 1994A Bonds and
may not, without our express written consent, be relied upon by any
other person.
Respectfully submitted,<PAGE>
<PAGE>
EXHIBIT C
(Letterhead of Steel Hector & Davis)
July 12, 1994
Goldman, Sachs & Co.
New York, New York
Bear, Stearns & Co. Inc.
New York, New York
(the "Underwriters" named in
the Underwriting Agreement dated
July 11, 1994 (the "Agreement") relating
to the Bonds referred to below)
Ladies and Gentlemen:
We have acted as counsel for Florida Power & Light Company (the
"Company") in connection with the issuance and sale by St. Lucie
County, Florida (the "Issuer") of $57,500,000 aggregate principal
amount of the Issuer's Pollution Control Revenue Refunding Bonds
(Florida Power & Light Company Project), Series 1994A (the "Bonds"),
issued under the Trust Indenture, dated as of July 1, 1994 (the
"Indenture"), by and between the Issuer and First Union National Bank
of Florida, as trustee (the "Trustee"), and in connection with the
sale of the Bonds to the Underwriter in accordance with the
Agreement.
We have participated in the preparation of or reviewed (1) the
Indenture and the Loan Agreement, dated as of July 1, 1994 (the "Loan
Agreement"), by and between the Company and the Issuer; (2) the
Letter of Representation, dated July 11, 1994 (the "Letter of
Representation"), from the Company to the Issuer and the Underwriter;
(3) the Official Statement, dated July 11, 1994, including Appendix A
and all documents incorporated by reference therein (the "Official
Statement") and (4) such corporate records, certificates and other
documents and such questions of law as we have considered necessary
or appropriate for purposes of this opinion. We have also
participated in the preparation of the Company's application to the
Florida Public Service Commission for the authorization of, among
other things, the issuance and sale of debt securities during 1994.
Upon the basis of the foregoing, we advise you that:
I. The Company is a validly organized and existing corporation and is
in good standing under the laws of the State of Florida, and is doing
business in that State, and has valid franchises, licenses and
permits adequate for the conduct of its business.
II. The Company is a corporation duly authorized by its Restated
Articles of Incorporation, as amended (the "Charter"), to conduct the
business which it is now conducting as set forth in the Official
Statement; the Company is subject, as to retail rates and services,
issuance of securities, accounting and certain other matters, to the
jurisdiction of the Florida Public Service Commission; and the
Company is subject, as to wholesale rates, accounting and certain
other matters, to the jurisdiction of the Federal Energy Regulatory
Commission.
III. Except as stated or referred to in the Official Statement, as
amended or supplemented (including amendments or supplements
resulting from the filing of documents incorporated therein by
reference), there are no material pending legal proceedings to which
the Company is a party or of which property of the Company is the
subject which if determined adversely would have a material adverse
effect on the Company, and, to the best of our knowledge, no such
proceeding is known by us to be contemplated by governmental
authorities. We know of no litigation or proceedings, pending or
threatened, challenging the validity of the Loan Agreement or the
Letter of Representation or seeking to enjoin the performance of the
Company's obligations thereunder.<PAGE>
<PAGE>
IV. The Loan Agreement has been duly and validly authorized by all
necessary corporate action, has been duly and validly executed and
delivered, and is a valid and binding agreement of the Company
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws affecting creditors' rights
generally and general equity principles, and subject to any
principles of public policy limiting the right to enforce the
indemnification provisions contained in Section 7.3 therein.
V. The consummation by the Company of the transactions contemplated in
the Letter of Representation, and the fulfillment by the Company of
the terms of the Loan Agreement and the Letter of Representation,
will not result in a breach of any of the terms or provisions of, or
constitute a default under, the Charter or by-laws, or any indenture,
mortgage, deed of trust or other agreement or instrument, the terms
of which are known to us, to which the Company is now a party, except
where such breach or default would not have a material adverse effect
on the business, properties or financial condition of the Company.
VI. Other than with respect to the opinions expressed regarding the
Official Statement under paragraphs VIII and XII, we have not
ourselves checked the accuracy or completeness of, or otherwise
verified, the information furnished with respect to matters in the
Official Statement. We have generally reviewed and discussed such
information with certain officers and employees of the Company,
certain of its legal counsel, its independent public accountants,
Bond Counsel, and your representatives. Additionally, as counsel to
the Company, we have responsibility for certain of its legal matters.
On the basis of such consideration, review and discussion, but
without independent check or verification except as stated, nothing
has come to our attention that would lead us to believe that the
Official Statement, as amended or supplemented (including amendments
or supplements resulting from the filing of documents incorporated
therein by reference) (except the information regarding the exclusion
from gross income for federal income tax purposes of interest on the
Bonds and the financial statements and other financial or statistical
data included or incorporated by reference therein, as to which we
express no opinion), at its date contained or at the date hereof
contains, any untrue statement of a material fact or at its date
omitted, or, at the date hereof omits, to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
VII. The Loan Agreement is being executed and delivered pursuant to
the authority contained in an order, as amended, of the Florida
Public Service Commission, which authority is adequate to permit such
action. To the best of our knowledge, said authorization is still in
full force and effect, and no further approval, authorization,
consent or order of any public board or body is legally required for
the performance of the Company's obligations under the Loan
Agreement.
VIII. The statements made in the Official Statement under the captions
"The Series 1994 Bonds", "The Agreements", and "The Indentures",
insofar as they purport to constitute summaries of the terms of the
documents referred to therein, constitute accurate summaries of the
terms of such documents in all material respects.
IX. At the time they were filed with the Securities and Exchange
Commission, the documents incorporated by reference in Appendix A to
the Official Statement, as amended or supplemented (except as to the
financial statements and other financial or statistical data included
or incorporated by reference therein, as to which we express no
opinion), complied as to form in all material respects with the
applicable requirements of the Securities Exchange Act of 1934, as
amended, and the applicable instructions, rules and regulations of
the Securities and Exchange Commission thereunder.
X. The offer and sale of the Bonds do not require registration of the
Bonds under the Securities Act of 1933, as amended, and, in
connection therewith, the Indenture is not required to be qualified
under the Trust Indenture Act of 1939, as amended; provided that, in
giving this opinion, we have, with your consent, relied on the
opinion of even date herewith rendered to you by Squire, Sanders &
Dempsey as Bond Counsel, that the interest on the Bonds is excluded
from gross income for federal income tax purposes and we have made no
independent factual investigation with respect to such exclusion.
XI. The Letter of Representation has been duly and validly authorized,
executed and delivered by the Company. <PAGE>
<PAGE>
XII. The information contained in the Official Statement, which is
stated therein to have been made in reliance upon our authority, or
is specifically attributed to us, has been reviewed by us and is
correct.
We are members of the Florida Bar and do not hold ourselves out as
experts on the laws of New York and accordingly, this opinion is
limited to the laws of Florida (other than the blue sky laws thereof)
and the federal laws of the United States. As to all matters of New
York law, we have relied, with your consent, upon the opinion of even
date herewith rendered to you by Reid & Priest, New York, New York.
As to all matters of Florida law, Reid & Priest and Winthrop,
Stimson, Putnam & Roberts are hereby authorized to rely upon this
opinion as though it were rendered to each of them.
Very truly yours,<PAGE>
<PAGE>
(Letterhead of Steel Hector & Davis)
July 12, 1994
St. Lucie County
Ft. Pierce, Florida
Squire, Sanders & Dempsey
Miami, Florida
Ladies and Gentlemen:
Attached hereto is an executed copy of our opinion of even date
herewith, to the underwriter of $57,500,000 aggregate principal
amount of St. Lucie County, Florida Pollution Control Revenue
Refunding Bonds (Florida Power & Light Company Project),
Series 1994A. You are hereby authorized to rely upon such opinion as
though it were addressed to you.
Very truly yours,<PAGE>
<PAGE>
EXHIBIT D
(Letterhead of Reid & Priest)
New York, New York
July 12, 1994
Goldman, Sachs & Co.
New York, New York
Bear, Stearns & Co. Inc.
New York, New York
(the "Underwriters" named in
the Underwriting Agreement dated
July 11, 1994 (the "Agreement") relating
to the Bonds referred to below)
Ladies and Gentlemen:
With reference to the issuance by St. Lucie County, Florida (the
"Issuer") and sale to the Underwriter named in the Agreement of
$57,500,000 aggregate principal amount of the Issuer's Pollution
Control Revenue Refunding Bonds (Florida Power & Light Company
Project), Series 1994A (the "Bonds"), issued under the Trust
Indenture, dated as of July 1, 1994 (the "Indenture"), by and between
the Issuer and First Union National Bank of Florida, as trustee, we
advise you that, as counsel for Florida Power & Light Company (the
"Company"), we have reviewed (a) the Indenture and the Loan
Agreement, dated as of July 1, 1994 (the "Loan Agreement"), by and
between the Company and the Issuer; (b) the Letter of Representation,
dated July 11, 1994 (the "Letter of Representation"), from the
Company to the Issuer and the Underwriter; (c) the Official
Statement, dated July 11, 1994, including Appendix A and all
documents incorporated by reference therein (the "Official
Statement"); (d) the Company's Restated Articles of Incorporation and
by-laws, each as amended to the date hereof (respectively, the
"Charter" and By-laws") and (e) the application by the Company to the
Florida Public Service Commission for authorization of, among other
things, the issuance and sale of debt securities during 1994.
On the basis of the foregoing, we advise you as follows:
I. The Loan Agreement has been duly and validly authorized by all
necessary corporate action, has been duly and validly executed and
delivered and is a valid and binding agreement of the Company
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws affecting creditors' rights
generally and general equity principles, and subject to any
principles of public policy limiting the right to enforce the
indemnification provision contained in Section 7.3 therein.
II. The statements made in the Official Statement under the captions
"The Series 1994 Bonds", "The Agreements", and "The Indentures",
insofar as they purport to constitute summaries of the terms of the
documents referred to therein, constitute accurate summaries of the
terms of such documents in all material respects.
III. At the time they were filed with the Securities and Exchange
Commission, the documents incorporated by reference in Appendix A to
the Official Statement, as amended or supplemented (except as to the
financial statements and other financial or statistical data included
or incorporated by reference in such documents, as to which we
express no opinion), complied as to form in all material respects
with the applicable requirements of the Securities Exchange Act of
1934, as amended, and the applicable, instructions, rules and
regulations of the Securities and Exchange Commission thereunder.<PAGE>
<PAGE>
IV. The offer and sale of the Bonds do not require registration of the
Bonds under the Securities Act of 1933, as amended, and, in
connection therewith, the Indenture is not required to be qualified
under the Trust Indenture Act of 1939, as amended.
V. The Letter of Representation has been duly and validly authorized,
executed and delivered by the Company.
VI. The consummation by the Company of the transactions contemplated
in the Letter of Representation, and the fulfillment by the Company
of the terms of the Loan Agreement and the Letter of Representation,
will not result in a breach of any of the terms or provisions of, or
constitute a default under the Charter or By-laws of the Company or
any indenture, mortgage, deed of trust or other agreement or
instrument, the terms of which are known to us to which the Company
is now a party, except where such breach or default would not have a
material adverse effect on the business, properties or financial
condition of the Company.
Other than with respect to the opinion expressed regarding the
Official Statement under paragraph II, we have not ourselves checked
the accuracy or completeness of, or otherwise verified, the
information furnished with respect to matters in the Official
Statement. We have generally reviewed and discussed with certain
officers and employees of the Company, its counsel, its independent
public accountants, Bond Counsel, and your representatives the
information furnished, whether or not subject to our check and
verification. On the basis of such consideration, review and
discussion, but without independent check or verification except as
stated, nothing has come to our attention that would lead us to
believe that the Official Statement, as amended or supplemented
(except the information regarding the exclusion from gross income for
federal income tax purposes of interest on the Bonds or the financial
statements and other financial or statistical data included or
incorporated by reference therein, as to which we express no
opinion), at its date or at the date hereof, contained or contains
any untrue statement of a material fact or omitted or omits to state
a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading.
We are members of the New York Bar and do not hold ourselves out as
experts on the laws of Florida. We do not pass upon matters relating
to the incorporation of the Company. We have relied, with your
consent, upon an opinion of even date herewith addressed to you by
Steel Hector & Davis, West Palm Beach, Florida, counsel for the
Company, as to all matters of Florida law addressed in such opinion.
As to all matters of New York law, Steel Hector & Davis is hereby
authorized to rely upon this opinion as though it were rendered to
Steel Hector & Davis. With respect to the opinion expressed in
paragraph IV above, we have relied, with your consent, upon the
opinions of even date herewith rendered to you by Squire, Sanders &
Dempsey, as Bond Counsel, that the interest on the Bonds is excluded
from gross income for federal income tax purposes and we have made no
independent factual investigation with respect to such exclusion.
Very truly yours,<PAGE>
<PAGE>
(Letterhead of Reid & Priest)
July 12, 1994
St. Lucie County
County Administration Building
2300 Virginia Avenue
Ft. Pierce, Florida 33492
Ladies and Gentlemen:
Referring to the sale by St. Lucie County, Florida today of
$57,500,000 aggregate principal amount of its Pollution Control
Revenue Refunding Bonds (Florida Power & Light Company Project),
Series 1994A, we hand you herewith signed copies of our opinion of
even date herewith to Goldman, Sachs & Co. and Bear Stearns & Co.
Inc. (the "Underwriters") and authorize you to treat said opinion as
having been rendered to you as well as to the Underwriters.
Very truly yours,<PAGE>
<PAGE>
EXHIBIT E
(Letterhead of Winthrop, Stimson, Putnam & Roberts)
July 12, 1994
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
(the "Underwriters" named in the Underwriting
Agreement dated July 11, 1994 (the "Agreement")
relating to the Bonds referred to below)
Ladies and Gentlemen:
We have acted as counsel for you in connection with your purchase
from St. Lucie County, Florida (the "Issuer") of $57,500,000
aggregate principal amount of the Issuer's Pollution Control Revenue
Refunding Bonds (Florida Power & Light Company Project), Series 1994A
(the "Bonds"), issued under a Trust Indenture, dated as of
July 1, 1994 (the "Indenture"), by and between the Issuer and First
Union National Bank of Florida, as trustee (the "Trustee"), pursuant
to the Agreement, and in connection with the related (1) Loan
Agreement, dated as of July 1, 1994 (the "Loan Agreement"), by and
between Florida Power & Light Company (the "Company") and the Issuer;
(2) Letter of Representation, dated July 11, 1994 (the "Letter of
Representation"), from the Company to the Issuer and the Underwriter;
and (3) Official Statement, dated July 11, 1994, including Appendix A
and all documents incorporated by reference therein (the "Official
Statement").
We have, with your consent, relied upon the opinion of even date
herewith addressed to you by Steel Hector & Davis, counsel for the
Company, as to matters covered in such opinion relating to the laws
of the State of Florida. We have reviewed such opinion and believe
it is satisfactory and that you and we are justified in relying
thereon. With respect to the opinion expressed in paragraph (4)
below, we have, with your consent, relied on the opinion of even date
herewith of Squire, Sanders & Dempsey, as Bond Counsel, that interest
on the Bonds is excluded from gross income for federal income tax
purposes and have made no independent factual investigation with
respect to such exclusion. We have also examined such documents and
satisfied ourselves as to such other matters as we have deemed
necessary in order to enable us to express the opinion set forth
below.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity
of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such
latter documents.
We are of the opinion that:
(1) The Loan Agreement has been duly and validly authorized by all
necessary corporate action, has been duly and validly executed and
delivered and is a valid and binding agreement of the Company
enforceable<PAGE>
<PAGE>
in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws affecting the enforcement of
creditors' rights generally and general equity principles, and
subject to any principles of public policy limiting the right to
enforce the indemnification provision contained in Section 7.3
therein.
(2) The Loan Agreement is being executed and delivered pursuant to the
authority contained in orders of the Florida Public Service
Commission, which authority is adequate to permit such action. To
the best of our knowledge, said authorization is still in full force
and effect, and no further approval, authorization, consent or order
of any public board or body is legally required for the performance
of the Company's obligations under the Loan Agreement.
(3) The statements made in the Official Statement under the captions
"The Series 1994 Bonds", "The Agreements", and "The Indentures",
insofar as they purport to constitute summaries of the terms of the
documents referred to therein, constitute accurate summaries of the
terms of such documents in all material respects.
(4) The offer and sale of the Bonds do not require registration of the
Bonds under the Securities Act of 1933, as amended, and, in
connection therewith, the Indenture is not required to be qualified
under the Trust Indenture Act of 1939, as amended.
(5) The Letter of Representation has been duly and validly authorized,
executed and delivered by the Company.
While we have examined the Official Statement, we have necessarily
assumed the correctness and completeness of the statements made or
included therein, or constituting a part thereof, and take no
responsibility therefor, except insofar as such statements relate to
us and as set forth in paragraph (3) above. In the course of the
preparation of the Official Statement, we had conferences with
certain of the Company's officers and representatives, with counsel
for the Company, with Deloitte & Touche, the independent public
accountants who audited certain of the financial statements included
in the Official Statement, with Bond Counsel and with your
representative. We call to your attention that there is no statutory
or regulatory provision authorizing the incorporation by reference of
information in documents such as the Official Statement. Our
examination of the Official Statement, and our discussions in the
above-mentioned conferences, did not disclose to us any information
which gives us reason to believe that the Official Statement, at its
issue date and at the date hereof, contained or contains any untrue
statement of a material fact or omitted or omits to state a material
fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. We
express no opinion or belief as to the financial statements and other
financial or statistical data contained in or incorporated by
reference in the Official Statement or the information regarding
exclusion from gross income for federal income tax purposes of
interest on the Bonds or as to the incorporation of the Company.
This opinion is rendered to you in connection with the above-
described transaction. This opinion may not be relied upon by you
for any other purpose, or relied upon or furnished to any other
person, firm or corporation without our prior written permission.
Very truly yours,<PAGE>
<PAGE>
EXHIBIT F
FLORIDA POWER & LIGHT COMPANY
LETTER OF REPRESENTATION
July 11, 1994
St. Lucie County
Ft. Pierce, Florida
Goldman, Sachs & Co.
New York, New York
Bear, Stearns & Co. Inc.
New York, New York
(the "Underwriters" named in the Underwriting
Agreement dated the date hereof (the "Agreement")
relating to the Bonds referred to below)
Ladies and Gentlemen:
In consideration of the issuance and sale by St. Lucie County,
Florida (the "Issuer") of $57,500,000 aggregate principal amount of
its Pollution Control Revenue Refunding Bonds (Florida Power & Light
Company Project), Series 1994A (the "Bonds") and the purchase of the
Bonds by the Underwriters pursuant to the Agreement, Florida Power &
Light Company (the "Company") represents, warrants and covenants to
and agrees with the Issuer and the Underwriters, and the Issuer and
the Underwriters by their acceptance hereof agree with the Company as
follows (all terms not specifically defined in this Letter of
Representation shall have the same meanings herein as in the
Agreement):
1. Representations and Warranties of the Company. The Company
represents and warrants that:
(a) When the Official Statement shall be issued and at the Closing
Date, the Official Statement, as it may be amended or supplemented
(including amendments or supplements resulting from the filing of
documents incorporated by reference), will not contain an untrue
statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
that the foregoing representations and warranties in this subsection
(a) shall not apply to statements in or omissions from the Official
Statement under the captions "Tax Exemption", "Underwriting" and
"Disclosure Required By Florida Blue Sky Regulations" (except for the
second sentence of the first paragraph thereof) or in Appendices B,
C, D and E or in the statements on the cover page with respect to the
initial public offering price, tax exemption or terms of offering or
in the statement on the third page with respect to stabilization of
the market price of the Bonds by the Underwriters.
(b) The documents incorporated by reference in Appendix A to the
Official Statement, as amended or supplemented, fully complied, at
the time they were filed with the Securities and Exchange Commission
(the "Commission"), in all material respects with the applicable
provisions of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the applicable instructions, rules and
regulations of the Commission thereunder.<PAGE>
<PAGE>
(c) The financial statements contained or incorporated by reference in
Appendix A to the Official Statement present fairly the financial
condition and operations of the Company at the respective dates or
for the respective periods to which they apply; and such financial
statements have been prepared in each case in accordance with
generally accepted accounting principles consistently applied
throughout the periods involved except as otherwise indicated in the
Official Statement.
(d) Since the respective most recent dates as of which information is
given in the Official Statement, as it may be amended or supplemented
(including amendments or supplements resulting from the filing of
documents incorporated by reference), there has not been any material
adverse change in the business, properties or financial condition of
the Company nor has any material transaction been entered into by the
Company, other than changes and transactions reflected in or
contemplated by the Official Statement, as it may be amended or
supplemented, and transactions in the ordinary course of business.
The Company does not have any material contingent obligation which is
not reflected in or contemplated by the Official Statement, as it may
be amended or supplemented.
(e) The consummation of the transactions contemplated herein and in
the Official Statement and the fulfillment of the terms of the Loan
Agreement and this Letter of Representation, on the part of the
Company to be fulfilled, have been duly authorized by all necessary
corporate action of the Company in accordance with the provisions of
its Restated Articles of Incorporation, as amended (the "Charter"),
by-laws (the "By-laws") and applicable law, and this Letter of
Representation constitutes, and the Loan Agreement when executed and
delivered by the Company will constitute, legal, valid and binding
obligations of the Company in accordance with their terms, except as
limited by bankruptcy, insolvency or other laws affecting creditors'
rights generally and general equity principles, and subject to any
principles of public policy limiting the right to enforce the
indemnification provisions contained in Section 6 herein and
Section 7.3 of the Loan Agreement.
(f) The consummation of the transactions contemplated herein and in
the Official Statement and the fulfillment of the terms of the Loan
Agreement and this Letter of Representation will not result in a
breach of any of the terms or provisions of, or constitute a default
under the Charter or By-laws of the Company or any indenture,
mortgage, deed of trust or other agreement or instrument to which the
Company is now a party, except where such breach or default would not
have a material adverse effect on the business, properties, or
financial condition of the Company.
(g) The terms and conditions of the Agreement as they relate to the
Company and the Company's participation in the transactions
contemplated thereby are satisfactory to it.
(h) The Company has approved the use prior to the date hereof of the
Preliminary Official Statement, dated July 6, 1994, in connection
with the offering of the Bonds.
2. Covenants of the Company. The Company agrees that:
(a) At its expense, it will cause to be prepared and, upon the
approval of and authorization by the Issuer, furnished to the
Underwriters as many copies of the Official Statement (as amended or
supplemented from time to time, but excluding any documents
incorporated by reference therein) as the Underwriters may reasonably
request for the public offering of the Bonds. At its expense, it will
cause to be prepared and furnished to the Underwriters one copy of
each of the documents incorporated by reference in the Official
Statement, as it may be amended or supplemented, and as many
additional copies of such documents incorporated by reference as
shall be requested of the Underwriters by prospective purchasers of
the Bonds.
(b) During the period ending 25 days after the end of the underwriting
period as defined in Rule 15c2-12 of the Exchange Act, if any event
relating to or affecting the Company or of which the Company shall be
advised in writing by the Underwriters shall occur which, in the
Company's opinion, should be set forth in a supplement to or in an
amendment of the Official Statement in order to make the Official
Statement not misleading in the light of the circumstances when it is
delivered to a<PAGE>
<PAGE>
purchaser, the Company will either (i) prepare and furnish to the
Underwriters at the Company's expense a reasonable number of copies
of a supplement or supplements or an amendment or amendments to the
Official Statement or (ii) make an appropriate filing pursuant to
Section 13 or 14 of the Exchange Act, which will, in either case,
supplement or amend the Official Statement so that as supplemented or
amended it will not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances when the
Official Statement is delivered to a purchaser, not misleading;
provided, that should such event relate solely to activities of the
Underwriters, then the Underwriters shall assume the expense of
preparing and furnishing any such amendment or supplement.
(c) It will furnish such proper information as may be lawfully
required and otherwise cooperate in qualifying the Bonds for offer
and sale under the blue sky laws of such jurisdictions as the
Underwriters may designate, provided that the Company shall not be
required to qualify as a foreign corporation or dealer in securities,
or to file any consents to service of process, under the laws of any
jurisdiction, or to meet other requirements deemed by the Company to
be unduly burdensome.
(d) It will not take or omit to take any action the taking or omission
of which would cause the proceeds from the sale of the Bonds to be
applied in a manner contrary to that provided for in the Indenture
and the Loan Agreement as they are amended from time to time.
3. Expenses.
(a) Upon the issuance and delivery of the Bonds by the Issuer to the
Underwriters, the Company will pay, or cause to be paid, all expenses
(excluding out-of-pocket expenses of the Underwriters) and costs
incident to the authorization, issuance, printing, sale and delivery,
as the case may be, of the underwriting papers, the Bonds, the
Preliminary Official Statement, the Official Statement, this Letter
of Representation and the blue sky survey, including without
limitation (A) any taxes, other than transfer taxes, in connection
with the issuance of the Bonds hereunder; (B) any rating agency fees;
(C) fees of the Trustee; (D) the fees and disbursements of Bond
Counsel and counsel to the Issuer and the Company; (E) the fees to
the Issuer; and (F) the fees and disbursements of Winthrop, Stimson,
Putnam & Roberts, counsel for the Underwriters; and (G) the fees and
disbursements (including filing fees) of Winthrop, Stimson, Putnam &
Roberts, counsel for the Underwriters, in connection with the
qualification of the Bonds for sale under the securities or blue sky
laws of various jurisdictions, not in excess, however, of an
aggregate of $5,000.
(b) If the Agreement is terminated in accordance with the provisions
of Section 6 or 7(b) thereof, the Company will pay all the expenses
referred to in subsection (a) of this Section 3, and the reasonable
out-of-pocket expenses of the Underwriters, not in excess, however,
of an aggregate of $5,000, the Underwriters to pay the remainder of
their expenses.
(c) If the Agreement is terminated in accordance with the provisions
of Section 7(a) thereof, the Company will pay all the expenses
referred to in subsection (a) of this Section 3, the Underwriters to
pay the remainder of its expenses.
(d) If the Underwriters shall fail or refuse, otherwise than for some
reason sufficient to justify, in accordance with the terms of the
Agreement, the cancellation or termination of their obligation
thereunder, to purchase and pay for the Bonds as provided in
Section 2 thereof, the Underwriters will pay all the expenses
referred to in subsection (a) of this Section 3.
(e) The Issuer shall not in any event be liable to the Underwriters
for any expenses or costs incident to the issuance and sale of the
Bonds nor for damages on account of loss of anticipated profits. The
Company shall not in any event be liable to the Underwriters for
damages on account of loss of anticipated profits. Nothing herein
shall be construed to relieve the Underwriters of their liability for
their default under the Agreement.<PAGE>
<PAGE>
4. Conditions of the Company's Obligation. The obligation of the
Company to participate in the transactions contemplated herein and in
the Official Statement shall be subject to the condition that, on the
Closing Date, there shall be in full force and effect an
authorization of the Florida Public Service Commission with respect
to the participation of the Company in such transactions, and
containing no provision unacceptable to the Company by reason or the
fact that it is materially adverse to the Company, it being
understood that no authorization in effect at the time of execution
of this Letter of Representation contains any such unacceptable
provision. In case the aforesaid condition shall not have been
fulfilled, this Letter of Representation and the Company's obligation
to participate in the transactions contemplated herein and in the
Official Statement may be terminated by the Company, upon mailing or
delivering written notice thereof to the Underwriters.
5. Representation of the Issuer. The acceptance and confirmation of
this Letter of Representation by the Issuer shall constitute a
representation and warranty by the Issuer to the Company that the
representations and warranties contained in Section 3 of the
Agreement are true as of the date hereof and will be true in all
material respects as of the Closing Date.
6. Indemnification.
(a) The Company agrees to indemnify and hold harmless the Issuer and
any official or employee thereof, each Underwriter and each person
who controls any Underwriter within the meaning of Section 15 of the
Securities Act of 1933, as amended (the "Securities Act"), against
any and all losses, claims, damages or liabilities, joint or several,
to which they or any of them may become subject and to reimburse each
of them for any legal or other expenses (including, to the extent
hereinafter provided, reasonable counsel fees) incurred by them in
connection with investigating any such losses, claims, damages or
liabilities or in connection with defending any actions, insofar as
such losses, claims, damages, liabilities, expenses or actions arise
out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Preliminary Official
Statement, including any documents incorporated therein by reference,
or in the Official Statement, as amended or supplemented (if any
amendments or supplements thereto, including documents incorporated
by reference, shall have been furnished), or the omission or alleged
omission to state therein a material fact necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the indemnity
agreement contained in this Section 6 shall not apply to any
Underwriters (or any person controlling such Underwriter) on account
of any such losses, claims, damages, liabilities, expenses or actions
arising out of, or based upon, any such untrue statement or alleged
untrue statement, or any such omission or alleged omission, under the
captions "Tax Exemption" (except to the extent that such statement or
omission is based upon an untrue statement of or an omission to
state, or an alleged untrue statement of or omission to state, a
material fact in the engineering facts and representations and
conclusions of the Company concerning the Project (as defined in the
Loan Agreement) contained in the closing certificate furnished to
Squire, Sanders & Dempsey, as Bond Counsel, and except to the extent
that such statement or omission is based upon the Company's
continuing compliance with Section 148(f) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder) and
"Underwriting" or in the statements on the cover page with respect to
the initial public offering price, tax exemption or terms of offering
or in the statement on the third page with respect to stabilization
of the market price of the Bonds by the Underwriters; and provided,
further, that the indemnity agreement contained in this Section 6
shall not inure to the benefit of any Underwriter (or of any person
controlling such Underwriter) on account of any such losses, claims,
damages, liabilities, expenses or actions arising from the sale of
Bonds to any person if such Underwriter shall have failed to send or
give to such person (i) with or prior to the written confirmation of
such sale, a copy of the Official Statement or the Official Statement
as amended or supplemented, if any amendments or supplements thereto
shall have been timely furnished at or prior to the time of written
confirmation of the sale involved, but exclusive of any documents
incorporated by reference therein unless, with respect to the
delivery of any amendment or supplement, the alleged omission or
alleged untrue statement is not corrected in such amendment or
supplement at the time of confirmation, or (ii) with or prior to the
delivery of such Bonds to such person, a copy of any amendment or
supplement to the Official Statement which shall have been furnished
subsequent to such written confirmation and prior to the delivery of
such Bonds to such person, exclusive of any documents incorporated by
reference therein<PAGE>
<PAGE>
unless, with respect to the delivery of any amendment or supplement,
the alleged omission or alleged untrue statement was not corrected in
such amendment or supplement at the time of such delivery. The
Issuer and each Underwriter agree to notify promptly the Company, the
Issuer and the other Underwriter, as the case may be, of the
commencement of any litigation or proceedings against it, any of its
aforesaid officials or employees or any person controlling it as
aforesaid, in connection with the issuance and sale of the Bonds.
(b) Each Underwriter agrees to indemnify and hold harmless the Issuer
and any official or employee thereof, and the Company, its officers
and directors, and each person who controls the Company within the
meaning of Section 15 of the Securities Act, against any and all
losses, claims, damages or liabilities, joint or several, to which
they or any of them may become subject and to reimburse each of them
for any legal or other expenses (including, to the extent hereinafter
provided, reasonable counsel fees) incurred by them in connection
with investigating any such losses, claims, damages or liabilities,
or in connection with defending any actions, insofar as such losses,
claims, damages, liabilities, expenses or actions arise out of or are
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Official Statement, as amended or
supplemented (if any amendments or supplements thereto shall have
been furnished), or the omission or alleged omission to state therein
a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not
misleading, but only with respect to information contained under the
caption "Underwriting" or in the statements on the cover page with
respect to the initial public offering price and terms of offering or
in the statement on the third page with respect to stabilization of
the market price of the Bonds by the Underwriters. The Issuer and
the Company agree promptly to notify the Underwriters, the Issuer and
the Company, as the case may be, of the commencement of any
litigation or proceedings against it, any of its aforesaid officials
or employees, or any of its aforesaid officers and directors or any
person controlling it as aforesaid, in connection with the issuance
and sale of the Bonds.
(c) The Company, each Underwriter and the Issuer each agree that, upon
the receipt of notice of the commencement of any action against it,
any of its aforesaid officers and directors, any of its aforesaid
officials or employees or any person controlling it as aforesaid, as
the case may be, in respect of which indemnity may be sought on
account of any indemnity agreement contained herein, it will promptly
give written notice of the commencement thereof to the party or
parties against whom indemnity shall be sought hereunder, but the
omission so to notify such indemnifying party or parties of any such
action shall not relieve such indemnifying party or parties from any
liability which it or they may have to the indemnified party
otherwise than on account of such indemnity agreement. In case such
notice of any such action shall be so given, such indemnifying party
shall be entitled to participate at its own expense in the defense
or, if it so elects, to assume (in conjunction with any other
indemnifying parties) the defense of such action, in which event such
defense shall be conducted by counsel chosen by such indemnifying
party or parties satisfactory to the indemnified party or parties and
who shall be defendant or defendants in such action, and such
defendant or defendants shall bear the fees and expenses of any
additional counsel retained by them; but if the indemnifying party
shall elect not to assume the defense of such action, such
indemnifying party will reimburse such indemnified party or parties
for the reasonable fees and expenses of any counsel retained by them;
provided, however, if the defendants in any such action include both
the indemnified party and the indemnifying party and counsel for the
indemnifying party shall have reasonably concluded that there may be
a conflict of interest involved in the representation by such counsel
of both the indemnifying party and the indemnified party, the
indemnified party or parties shall have the right to select separate
counsel, satisfactory to the indemnifying party, to participate in
the defense of such action on behalf of such indemnified party or
parties (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate
counsel representing the indemnified parties who are parties to such
action).
7. Miscellaneous. The validity and interpretation of this Letter of
Representation shall be governed by the law of the State of New York.
This Letter of Representation shall inure to the benefit of the
Company, the Issuer, the Underwriters and, with respect to the
provisions of Section 6 hereof, each official, employee, officer,
director and controlling person referred to in said Section 6, and
their respective successors. Nothing in this Letter<PAGE>
<PAGE>
of Representation is intended or shall be construed to give any other
person, firm or corporation any legal or equitable right, remedy or
claim under or in respect of this Letter of Representation or any
provision herein contained. The term "successors" as used herein
shall not include any purchaser, as such purchaser, of any Bonds from
or through the Underwriters.
The indemnity agreements of the Company and the Underwriters
contained in Section 6 hereof and the representations of the Company
and the Issuer contained herein shall remain operative and in full
force and effect regardless of any investigation made by or on behalf
of the Issuer or any official or employee thereof, the Underwriters
or any controlling person thereof, or the Company or any director,
officer or controlling person thereof, and shall survive the delivery
of the Bonds. The agreements contained in Section 3 hereof to pay
expenses shall survive the termination of the Agreement and this
Letter of Representation.
This Letter of Representation may be executed in several
counterparts, each of which shall be regarded as an original and all
of which shall constitute one and the same agreement. This Letter of
Representation shall become effective upon the execution and
acceptance thereof and the effectiveness of the Agreement, and it
shall terminate as provided in Section 4 hereof or upon the
termination of the Agreement.
8. Notices. All communications hereunder shall be in writing or by
telegram and, if to the Underwriter, shall be mailed or delivered to
them or, if to the Issuer, shall be mailed or delivered to it at St.
Lucie County, County Administration Building, 2300 Virginia Avenue,
Ft. Pierce, Florida 33492 Attention: County Administrator or, if to
the Company, shall be mailed or delivered to Florida Power & Light
Company, 700 Universe Boulevard, Juno Beach, Florida 33408-8801,
Attention: Treasurer.<PAGE>
<PAGE>
If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for that
purpose, whereupon this letter agreement and your acceptance shall
constitute a binding agreement between us.
Very truly yours,
Florida Power & Light Company
By:
Treasurer
Accepted and confirmed as of the date first above written:
St. Lucie County, Florida
By:
Chairman of the Board of County Commissioners
of St. Lucie County, Florida
Approved by the County Attorney as to Form:
By:
County Attorney for St. Lucie County, Florida
Attest:
(Deputy) Clerk of the Board of County
Commissioners of St. Lucie County, Florida<PAGE>
<PAGE>
Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
Bear, Stearns & Co. Inc.
By:
Title:
EXHIBIT 1(b)
$29,000,000
ST. LUCIE COUNTY, FLORIDA
Pollution Control Revenue Refunding Bonds
(Florida Power & Light Company Project)
Series 1994B
UNDERWRITING AGREEMENT
Underwriting Agreement, dated July 11, 1994, between St. Lucie
County, Florida (the "Issuer"), and Bear, Stearns & Co. Inc. and
Goldman, Sachs & Co. jointly and severally (the "Underwriters").
1. Description of Bonds. The Issuer proposes to issue and sell
$29,000,000 aggregate principal amount of its Pollution Control
Revenue Refunding Bonds (Florida Power & Light Company Project),
Series 1994B, with the terms specified in Schedule I hereto (the
"Bonds"), pursuant to a Trust Indenture, to be dated as of July 1,
1994 (the "Indenture"), by and between the Issuer and First Union
National Bank of Florida, as trustee (the "Trustee"), and pursuant to
a resolution adopted by the Issuer on June 28, 1994 (the
"Resolution"). The Bonds will be payable, except to the extent
payable from bond proceeds and other moneys pledged therefor, solely
from, and secured by a pledge of, the revenues to be derived by the
Issuer under a Loan Agreement, to be dated as of July 1, 1994 (the
"Loan Agreement"), by and between the Issuer and Florida Power &
Light Company (the "Company").
2. Purchase, Sale and Closing. On the basis of the representations
and warranties contained herein and in the Letter of Representation,
hereinafter defined, and subject to the terms and conditions set
forth herein and in the Official Statement, hereinafter defined, the
Underwriters will jointly and severally purchase from the Issuer, and
the Issuer will sell to such Underwriters, the Bonds. The price for
the Bonds will be 100% of the principal amount thereof and shall be
payable in immediately available funds. The closing will be held at
the office of Steel Hector & Davis, 1900 Phillips Point West, 777
South Flagler Drive, West Palm Beach, Florida 33401-6198, at
9:00 A.M. New York time on July 12, 1994, or such other date, time or
place as may be agreed upon by the parties hereto. The hour and date
of such closing are herein called the "Closing Date". The Bonds will
be delivered in New York, New York in definitive registered form and
registered in such names as the Underwriters may reasonably request,
except with respect to the Bonds which bear interest at a weekly
interest rate which will be registered in the name of a nominee of
The Depository Trust Company, and will be made available to the
Underwriters for inspection and packaging upon delivery at The
Depository Trust Company, New York, New York, or at such other place
as may be agreed upon by the Issuer, the Company and the
Underwriters. As compensation for the services of the Underwriters
as contemplated herein, the Company agrees to pay the Underwriters a
fee in the amount of $65,250.
3. Representations of the Issuer. The Issuer represents and warrants
to the Underwriters that:
(a) The Issuer has approved the delivery of an Official Statement,
dated July 11, 1994, for use in connection with the sale and
distribution of the Bonds. The Issuer has ratified and confirmed the
use prior to the date hereof of a Preliminary Official Statement, dated<PAGE>
<PAGE>
July 6, 1994 in connection with the offering of the Bonds.
Appendix A to such Official Statement and such Preliminary Official
Statement describes certain matters relating to the Company and is
sometimes herein separately referred to as "Appendix A." Such
Official Statement and such Preliminary Official Statement, as
amended and supplemented, including in each case Appendix A and all
documents incorporated by reference therein, Appendix B, Appendix C,
Appendix D and Appendix E are herein referred to as the "Official
Statement" and the "Preliminary Official Statement", respectively,
and all references herein to matters described, contained or set
forth in the Official Statement or the Preliminary Official Statement
shall, unless specifically stated otherwise, include Appendix A and
all documents incorporated by reference therein, Appendix B,
Appendix C, Appendix D and Appendix E. For the purposes of this
Agreement, all documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") after the date of the Official
Statement and incorporated by reference in the Official Statement
shall be deemed to be a supplement to the Official Statement. The
information with respect to the Issuer contained in the Official
Statement under the heading "Disclosure Required by Florida Blue Sky
Regulations" does not contain an untrue statement of a material fact
or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading. The Issuer assumes no responsibilities for the
accuracy, sufficiency or fairness of any statements in the
Preliminary Official Statement or the Official Statement or any
supplements thereto other than statements and information therein
relating to the Issuer under the captions "Introductory Statement"
and "Disclosure Required by Florida Blue Sky Regulations".
(b) The Issuer will not at any time authorize an amendment or
supplement (including an amendment or supplement resulting from the
filing of a document incorporated by reference) to the Official
Statement without prior notice to the Company, the Underwriters, and
Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters, or
any such amendment or supplement to which the Company or the
Underwriters shall reasonably object in writing, or which shall be
unsatisfactory to Winthrop, Stimson, Putnam & Roberts. At the date
hereof, the information with respect to the Issuer in the Official
Statement and the Preliminary Official Statement is true and correct.
(c) The Issuer is a validly existing political subdivision of the
State of Florida with full legal right, power and authority under the
laws of the State of Florida, including particularly Part II of
Chapter 159, Florida Statutes, as amended, to consummate the
transactions involving the Issuer contemplated herein and in the
Official Statement and to fulfill the terms hereof on the part of the
Issuer to be fulfilled.
(d) The consummation of the transactions contemplated herein and in
the Official Statement and the fulfillment of the terms hereof on the
part of the Issuer to be fulfilled have been duly authorized by all
necessary action of the Issuer in accordance with the laws of the
State of Florida.
(e) The execution and delivery by the Issuer of the Loan Agreement and
the Indenture, the pledge and assignment by the Issuer to the Trustee
of certain of its rights under the Loan Agreement, the consummation
by the Issuer on its part of the transactions contemplated herein and
in the Official Statement and the fulfillment of the terms hereof by
the Issuer and the compliance by the Issuer with all the terms and
provisions of the Indenture and the Loan Agreement will not conflict
with, or constitute a breach of or default under, any constitutional
provision, statute or ordinance, any indenture, mortgage, deed of
trust, resolution or other agreement or instrument to which the
Issuer is now a party or by which it is now bound, or, to the
knowledge of the Issuer, any order, rule or regulation applicable to
the Issuer of any<PAGE>
<PAGE>
court or governmental agency or body having jurisdiction over the
Issuer or any of its activities or properties.
(f) Except as disclosed in or contemplated by the Official Statement,
as it may be amended or supplemented, there is no action, suit,
proceeding, inquiry or investigation, at law or in equity, or before
or by any court, public board or body to which the Issuer is a party,
pending or, to the knowledge of the Issuer, threatened against the
Issuer, (i) to restrain or enjoin the issuance or sale of the Bonds
or the performance by the Issuer of the Loan Agreement or the
Indenture including without limitation assignment to the Trustee of
the Issuer's right to receive Loan Repayments and certain other
rights under the Loan Agreement as security for the Bonds, or (ii)
wherein an unfavorable decision, ruling or finding would (A) have a
material adverse effect on the transactions contemplated herein or in
the Official Statement or (B) adversely affect or put in question the
validity or enforceability of the Bonds, the Indenture, the Loan
Agreement, this Agreement, the Letter of Representation, dated the
date hereof, in the form attached hereto as Exhibit F (the "Letter of
Representation") from the Company to the Issuer and the Underwriters
or any other agreement, instrument or document to which the Issuer is
a party or by which it is bound relating to the consummation of the
transactions contemplated herein or in the Official Statement.
4. Underwriters' Representation. The Underwriters intend to make a
public offering of the Bonds for sale upon the terms and conditions
set forth in the Official Statement.
5. Covenants of the Issuer. The Issuer agrees that:
(a) It has delivered herewith or will cause to be delivered to the
Underwriters as soon as practicable, a copy of the Official Statement
and will deliver or cause to be delivered to the Underwriters
promptly, which in no event will be later than seven business days
after the date hereof, as many copies of the Official Statement as
the Underwriters may reasonably request. Upon the issuance thereof,
the Issuer will deliver to the Underwriters copies of all amendments
and supplements to the Official Statement (other than documents
incorporated by reference therein).
(b) It will cooperate with the Company and the Underwriters in
connection with the preparation of the Official Statement and any
amendment or supplement thereto which the Company may be required to
furnish the Underwriters pursuant to the Letter of Representation.
(c) It will furnish such proper information as may be lawfully
required and otherwise cooperate in qualifying the Bonds for offer
and sale under the blue sky laws of such jurisdictions as the
Underwriters may designate, provided that the Issuer shall not be
required to qualify as a dealer in securities, or to file any
consents to service of process, under the laws of any jurisdiction,
or to meet other requirements deemed by the Issuer to be unduly
burdensome.
(d) It will not take or omit to take any action the taking or omission
of which would cause the proceeds from the sale of the Bonds to be
applied in a manner contrary to that provided for in the Indenture
and the Loan Agreement, as each may be amended from time to time.
(e) At the request of the Underwriters or the Company, it will take
such action as is necessary and within its power and at the sole
expense of the Company to assure or maintain<PAGE>
<PAGE>
the status of the interest on the Bonds as excluded from gross income
for purposes of the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations thereunder.
The foregoing covenants are conditioned upon the Company's compliance
with Section 2 of the Letter of Representation.
6. Conditions of Underwriters' Obligation. The obligation of the
Underwriters to purchase and pay for the Bonds shall be subject to
the accuracy of, and compliance with, the representations and
warranties of the Issuer and the Company contained herein and in the
Letter of Representation, respectively, to the performance by the
Issuer and the Company of their obligations to be performed hereunder
and under the Letter of Representation, respectively, at and prior to
the Closing Date and to the following conditions:
(a) At the Closing Date, the Indenture, the Loan Agreement and the
Letter of Representation shall be in full force and effect, and if
executed subsequent to the execution hereof and prior to the Closing
Date, shall not have been amended, modified or supplemented except as
may have been agreed to in writing by the Underwriters; provided,
however, that the acceptance of delivery of the Bonds by the
Underwriters on the Closing Date shall be deemed to constitute such
approval; and the Underwriters shall have received an executed
counterpart or certified copy of the Indenture and the Loan
Agreement.
(b) At the Closing Date, the Bonds shall have been duly authorized,
executed and authenticated in accordance with the provisions of the
Indenture.
(c) At the Closing Date, no order, decree or injunction of any court
of competent jurisdiction shall have been issued, or proceedings
therefor shall have been commenced, nor shall any order, ruling,
regulation or official statement by any governmental official, body
or board, have been issued, nor shall any legislation have been
enacted, with the purpose or effect of prohibiting or limiting the
issuance, offering or sale of the Bonds as contemplated herein or in
the Official Statement or the performance of the Indenture or the
Loan Agreement, in accordance with their respective terms.
(d) At the Closing Date, there shall be in full force and effect an
authorization of the Florida Public Service Commission with respect
to the participation of the Company in the transactions contemplated
herein and in the Official Statement, and containing no provision
unacceptable to the Underwriters by reason of the fact that it is
materially adverse to the Company, it being understood that no
authorization in effect at the time of the execution hereof by the
Underwriters contains any such unacceptable provision.
(e) At the Closing Date, the Underwriters shall have received
opinions, dated the Closing Date, of the County Attorney for St.
Lucie County, Florida, Squire, Sanders & Dempsey, as Bond Counsel,
Steel Hector & Davis and Reid & Priest, counsel to the Company, and
Winthrop, Stimson, Putnam & Roberts as counsel for the Underwriters,
substantially in the forms thereof attached hereto as Exhibits A,
B-1, B-2, C, D, and E, respectively, but with such changes as the
Underwriters shall approve.
(f) At the Closing Date, the Underwriters shall have received from
Deloitte & Touche, to the extent permitted by Statement of Auditing
Standards No. 72, a letter to the effect that (i) they are
independent public accountants with respect to the Company within the
meaning of the Securities Act of 1933, as amended (the "Securities
Act"), and the Exchange Act and the applicable published rules and
regulations thereunder; (ii) in their opinion, the consolidated<PAGE>
<PAGE>
financial statements audited by them and incorporated by reference in
Appendix A to the Official Statement comply as to form in all
material respects with the applicable accounting requirements of the
Securities Act and the Exchange Act and the published rules and
regulations thereunder; (iii) on the basis of a reading of the
unaudited condensed consolidated financial statements of the Company
incorporated by reference in Appendix A to the Official Statement,
the latest available interim unaudited consolidated financial
statements of the Company since the close of the Company's most
recent audited fiscal year, if different from the unaudited condensed
consolidated financial statements of the Company incorporated by
reference in Appendix A to the Official Statement, the minutes and
consents of the Board of Directors, the Finance Committee of the
Board of Directors, the Stock Issuance Committee of the Board of
Directors, and Shareholder of the Company since the end of the most
recent audited fiscal year, and inquiries of officials of the Company
who have responsibility for financial and accounting matters (it
being understood that the foregoing procedures do not constitute an
audit made in accordance with generally accepted auditing standards
and they would not necessarily reveal matters of significance with
respect to the comments made in such letter, and accordingly that
Deloitte & Touche make no representation as to the sufficiency of
such procedures for the Underwriter's purposes), nothing has come to
their attention which caused them to believe that (a) the unaudited
condensed consolidated financial statements of the Company
incorporated by reference in Appendix A to the Official Statement
(1) do not comply as to form in all material respects with the
applicable accounting requirements of the Securities Act and the
Exchange Act and the published rules and regulations thereunder and
(2) except as disclosed in Appendix A to the Official Statement, as
amended or supplemented, are not in conformity with generally
accepted accounting principles applied on a basis substantially
consistent with that of the audited consolidated financial statements
of the Company incorporated by reference in Appendix A to the
Official Statement, (b) at the date of the latest available interim
balance sheet read by them, if different from the consolidated
balance sheet incorporated by reference in Appendix A to the Official
Statement, and at a specified date not more than five days prior to
the Closing Date there was any change in the common stock, additional
paid in capital, preferred stock or long-term debt of the Company, or
decrease in its net assets, in each case as compared with amounts
shown in the most recent consolidated balance sheet incorporated by
reference in Appendix A to the Official Statement, except in all
instances for changes or decreases which Appendix A to the Official
Statement, as amended or supplemented, discloses have occurred or may
occur, or as occasioned by the declaration, provision for, or payment
of dividends, or which are described in such letter, or (c) for the
period from the date of the most recent consolidated balance sheet
incorporated by reference in Appendix A to the Official Statement to
the latest available interim balance sheet read by them and for the
period from the latest available interim balance sheet read by them
to a specified date not more than five days prior to the Closing
Date, there were any decreases, as compared with the corresponding
period in the preceding year, in total consolidated operating
revenues or in net income or net income available to FPL Group, Inc.,
except in all instances for decreases which Appendix A to the
Official Statement, as amended or supplemented, discloses have
occurred or may occur, or which are described in such letter; and
(iv) they have carried out certain procedures and made certain
findings, as specified in such letter, with respect to certain
amounts included in Appendix A to the Official Statement and such
other items as the Underwriter may reasonably request.
(g) At the Closing Date, the Underwriters shall have received from the
Issuer a certificate of its Chairman or Vice Chairman of the Board of
County Commissioners, dated the Closing Date, stating in effect that
each of the representations and warranties of the Issuer set forth
herein is true, accurate and complete in all material respects at and
as of the Closing<PAGE>
<PAGE>
Date and that each of the obligations of the Issuer hereunder to be
performed by it at or prior to the Closing Date has been performed.
(h) At the Closing Date, the Underwriters shall have received a
certified copy of the Resolution of the Issuer authorizing the
issuance and sale of the Bonds.
(i) Since the date of the Official Statement, as it may be amended or
supplemented (including amendments or supplements resulting from the
filing of documents incorporated by reference), and up to the Closing
Date, there shall have been no material adverse change in the
business, properties or financial condition of the Company, except as
reflected in or contemplated by the Official Statement, as it may be
so amended or supplemented, and, since such date and up to the
Closing Date, there shall have been no material transaction entered
into by the Company other than transactions reflected in or
contemplated by the Official Statement, as it may be so amended or
supplemented, and transactions in the ordinary course of business.
(j) At the Closing Date, the Underwriters shall have received from the
Company a certificate, dated the Closing Date, signed by the
President or any Vice President or the Treasurer or the Assistant
Treasurer of the Company to the effect of paragraph (i) above and
stating in effect that the representations and warranties of the
Company set forth in the Letter of Representation are true, accurate
and complete in all material respects at and as of the Closing Date
and that each of the obligations of the Company under the Letter of
Representation to be performed at or prior to the Closing Date has
been performed.
(k) At the Closing Date, the Company shall have delivered to the
Underwriters a wire or check payable in immediately available funds
in an amount equal to and representing the Underwriters' fee
specified in Section 2 hereof.
In case any of the conditions specified above in this Section 6 shall
not have been fulfilled, this Agreement may be terminated by the
Underwriters upon mailing or delivering written notice thereof to the
Issuer and the Company. Any such termination shall be without
liability of any party to any other party except as otherwise
provided in Section 3 of the Letter of Representation.
7. Termination. (a) This Agreement may be terminated by the
Underwriters by delivering written notice thereof to the Issuer and
the Company, at or prior to the Closing Date, if:
(i) after the date hereof and at or prior to the Closing Date there
shall have occurred any general suspension of trading in securities
on the New York Stock Exchange, Inc. or there shall have been
established by the New York Stock Exchange, Inc. or by the Securities
and Exchange Commission or by any federal or state agency or by the
decision of any court any limitation on prices for such trading or
any restrictions on the distribution of securities, or a general
banking moratorium declared by New York or federal authorities, the
effect of which on the financial markets of the United States shall
be such as to make it impracticable for the Underwriters to enforce
contracts for the sale of the Bonds;
(ii) there shall have occurred any new outbreak of hostilities
including, but not limited to, an escalation of hostilities which
existed prior to the date of this Agreement or other national or
international calamity or crisis, the effect of which on the
financial markets of the United States shall be such as to make it
impracticable for the Underwriter to enforce contracts for the sale
of the Bonds;<PAGE>
<PAGE>
(iii) after the date hereof and at or prior to the Closing Date,
legislation shall be enacted by the Congress or adopted by either
House thereof or a decision shall be rendered by a federal court,
including the Tax Court of the United States, or a ruling, regulation
or order by or on behalf of the Treasury Department of the United
States, the Internal Revenue Service or other governmental agency
shall be issued or proposed with respect to the imposition of federal
income taxation upon receipts, revenues or other income of the same
kind and character expected to be derived by the Issuer, including,
without limitation, Loan Repayments and other amounts under the Loan
Agreement, or upon interest received on bonds of the same kind and
character as the Bonds, with the result in any such case that it is
impracticable, in the reasonable judgment of the Underwriters, for
the Underwriters to enforce contracts for the sale of the Bonds; or
(iv) the subject matter of any amendment or supplement to the Official
Statement prepared and furnished by the Issuer or the Company renders
it, in the judgment of the Underwriters, either inadvisable to
proceed with the offering or inadvisable to proceed with the delivery
of the Bonds to be purchased hereunder.
(b) This Agreement shall terminate upon the termination of the Letter
of Representation as provided in Section 4 thereof.
(c) Any termination of this Agreement pursuant to this Section 7
shall be without liability of any party to any other party except as
otherwise provided in Section 3 of the Letter of Representation.
8. Truth-In-Bonding Statement. The Issuer is proposing to issue
$29,000,000 principal amount of the Bonds for the purpose of retiring
an equal principal amount of bonds previously issued by St. Lucie
County, Florida. The Bonds are expected to be repaid over a period
of 35 years. At a forecasted interest rate of 8.0%, total interest
paid over the life of the debt or obligation will be $81,200,000.
The source of repayment for this proposal is the payments by the
Company under the Loan Agreement. Authorizing this debt or
obligation will result in $0 moneys not being available to finance
the other services of the Issuer each year for 35 years.
9. Miscellaneous. The validity and interpretation of this Agreement
shall be governed by the law of the State of Florida. This Agreement
shall inure to the benefit of the Issuer, the Underwriters and the
Company, and their respective successors. Nothing in this Agreement
is intended or shall be construed to give to any other person, firm
or corporation any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provision herein contained. The
term "successors" as used in this Agreement shall not include any
purchaser, as such purchaser, of any Bonds from or through the
Underwriters. This Agreement may be executed by any one or more of
the parties hereto in any number of counterparts, each of which shall
be deemed to be an original, but all such counterparts shall together
constitute one and the same instrument.
The representations and warranties of the Issuer contained in Section
3 hereof shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the
Underwriters, and shall survive the delivery of the Bonds.
<PAGE>
<PAGE>
10. Notices and other Actions. All notices, demands and formal
actions hereunder will be in writing mailed, telegraphed or delivered
to:
The Issuer: St. Lucie County
County Administration Building
2300 Virginia Avenue
Ft. Pierce, Florida 33492
Attention: County Administrator
The Company: Florida Power & Light Company
700 Universe Boulevard
Juno Beach, Florida 33408-8801
Attention: Treasurer
The Underwriters: Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Attention: Municipal Finance Department
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: Municipal Finance Department<PAGE>
<PAGE>
In Witness Whereof, the parties hereto, in consideration of the
mutual covenants set forth herein and intending to be legally bound,
have caused this Agreement to be executed and delivered as of the
date first written above.
ST. LUCIE COUNTY, FLORIDA
By: HAVERT L. FENN
Chairman of the Board of County
Commissioners of St. Lucie County, Florida
Attest:
A. MILLIE WHITE
(Deputy) Clerk of St. Lucie County, Florida
Approved by the County Attorney as to Form:
By: DANIEL S. MCINTYRE
County Attorney for St. Lucie County, Florida
BEAR, STEARNS & CO. INC.
By: MICHAEL E. RESCOE
Title: SENIOR MANAGING DIRECTOR
GOLDMAN, SACHS & CO.
GOLDMAN, SACHS & CO.
(Goldman, Sachs & Co.)
Approved:
FLORIDA POWER & LIGHT COMPANY
By: DILEK SAMIL
Treasurer<PAGE>
<PAGE>
SCHEDULE I
Underwriting Agreement dated July 11, 1994.
Issuer: St. Lucie County, Florida
Bonds:
Designation: Pollution Control Revenue Refunding Bonds
(Florida Power & Light Company Project),
Series 1994B.
Principal Amount: $29,000,000
Date of Maturity: July 1, 2029
Initial Interest Rate: See Schedule A
Purchase Price: 100% of the principal amount thereof.
Public Offering Price: 100% of the principal amount thereof.
Redemption Provisions: The Bonds will be subject to redemption by the Issuer,
in whole or in part, at the direction of Florida
Power & Light Company, as set forth in the
Official Statement.
Underwriters' Fee: $65,250<PAGE>
<PAGE>
SCHEDULE A
MATURITY DATE OF
COMMERCIAL COMMERCIAL PAPER
PRINCIPAL AMOUNT PAPER TERM TERM RATE
$15,000,000 November 10, 1994 3.10%
$10,000,000 November 16, 1994 3.20%
$4,000,000 December 15, 1994 3.20%<PAGE>
<PAGE>
EXHIBIT A
(Letterhead of County Attorney for St. Lucie County)
July 12, 1994
St. Lucie County
Ft. Pierce, Florida
Squire, Sanders & Dempsey
Miami, Florida
Bear, Stearns & Co. Inc.
New York, New York
Goldman, Sachs & Co.
New York, New York
(the "Underwriters" named in the
Underwriting Agreement dated
July 11, 1994 (the "Agreement")
relating to the Bonds referred to below)
Ladies and Gentlemen:
I am County Attorney for St. Lucie County, Florida, (the "Issuer")
and as such have acted as general counsel for the Issuer in
connection with the issuance and sale of $29,000,000 aggregate
principal amount of the Issuer's Pollution Control Revenue Refunding
Bonds (Florida Power & Light Company Project), Series 1994B (the
"Bonds"). The Bonds are being issued pursuant to a resolution
adopted by the Issuer on June 28, 1994 (the "Resolution") to refund a
like amount of outstanding bonds previously issued by the Issuer to
finance a portion of the cost of the acquisition, installation and
construction of certain pollution control facilities located at the
St. Lucie Electrical Generating Plant of Florida Power & Light
Company (the "Company"), all as more particularly described in the
Trust Indenture, dated as of July 1, 1994 (the "Indenture"), between
the Issuer and First Union National Bank of Florida, Miami, Florida,
as trustee (the "Trustee"). The issuance of the Bonds and the
Project were approved by the Issuer in the Resolution.
Based upon such review as I deemed necessary, I am of the opinion
that:
(1) The Issuer is a validly existing political subdivision of the
State of Florida with full legal right, power and authority under the
laws of the State of Florida, including particularly Part II of
Chapter 159, Florida Statutes, as amended, (i) to issue and sell the
Bonds; (ii) to loan the proceeds of the Bonds to the Company under
the Loan Agreement, dated as of July 1, 1994, (the "Loan Agreement"),
by and between the Issuer and Company; (iii) to execute and perform
its obligations under the Loan Agreement, the Agreement, the
Indenture, and the Bonds; and (iv) to accept the Letter of
Representation, dated as of July 11, 1994, from the Company to the
Issuer and the Underwriters (the "Letter of Representation").
(2) The Resolution is a valid resolution of the Issuer, duly adopted
by the Issuer at a meeting duly noticed, called and held in
accordance with the Constitution and laws of the State of Florida.<PAGE>
<PAGE>
(3) The acceptance of the Letter of Representation by the Issuer has
been duly authorized, and said Letter of Representation has been
validly accepted by the Issuer.
(4) The Issuer has duly approved the use and distribution of the
Official Statement, dated July 11, 1994 (the "Official Statement") at
the meeting wherein the Resolution was adopted and has duly
authorized such changes, insertions and omissions as may be approved
by its Chairman or its Vice Chairman as evidenced by the execution
and delivery of the Indenture.
(5) Neither the making or the performance by the Issuer of the Loan
Agreement, the Indenture or the Agreement, nor the acceptance by the
Issuer of the Letter of Representation, violates or conflicts with
any constitutional provision, statute, indenture, mortgage, deed of
trust, lease, resolution or other agreement or instrument to which
the Issuer is a party or by which it is bound, or, to my knowledge,
any order, rule or regulation applicable to the Issuer of any court
or governmental agency or body having jurisdiction over the Issuer or
any of its activities or properties.
(6) Except as disclosed in or contemplated by the Official Statement,
I have not been made aware of any action, suit, proceeding or
investigation at law or in equity or before or by any court, public
board or body, to which the Issuer is a party which is pending or
threatened against or affecting the Issuer wherein an unfavorable
decision, finding or ruling would adversely affect (i) the
transactions contemplated by the Indenture, the Loan Agreement, the
Official Statement or by the Agreement, (ii) the validity or
enforceability of the Bonds, the Indenture or the Loan Agreement, or
(iii) the exclusion from gross income for federal income tax purposes
of interest on the Bonds.
(7) No approval, consent or authorization of any Florida governmental
or public agency or authority not already obtained is required in
connection with the consummation by the Issuer of the transactions
contemplated by the Official Statement or by the Agreement or the
performance of its obligations under the Loan Agreement, the
Indenture and the Agreement.
Very truly yours,<PAGE>
<PAGE>
EXHIBIT B-1
(Letterhead of Squire Sanders & Dempsey)
July 12, 1994
To: St. Lucie County
Ft. Pierce, Florida
Bear, Stearns & Co. Inc.
New York, New York
Goldman, Sachs & Co.
New York, New York
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance by St.
Lucie County, Florida (the "Issuer") of its $29,000,000 St. Lucie
County, Florida Pollution Control Revenue Refunding Bonds (Florida
Power & Light Company Project), Series 1994B, dated as of July 1,
1994 (the "Series 1994B Bonds"). The Series 1994B Bonds are being
issued pursuant to Part II of Chapter 159, Florida Statutes, as
amended (the "Act"), for the purpose of making a loan to Florida
Power & Light Company (the "Company") to refund a like amount of
outstanding St. Lucie County, Florida Pollution Control Revenue Bonds
(Florida Power & Light Company Project), Series 1984, dated as of
October 1, 1984 issued to finance a portion of the cost of the
acquisition, installation and construction of certain pollution
control facilities at Units 1 and 2 of the St. Lucie Electrical
Generating Plant located in St. Lucie County, Florida, an undivided
interest in which is owned by the Company, all as more particularly
described in the Trust Indenture, dated as of July 1, 1994 (the
"Indenture"), between the Issuer and First Union National Bank of
Florida, Miami, Florida, as trustee (the "Trustee").
In rendering this opinion, we have examined the transcript of
proceedings (the "Transcript") relating to the issuance of the
Series 1994B Bonds. The Transcript documents include an executed
counterpart of the Indenture and an executed counterpart of the Loan
Agreement, dated as of July 1, 1994 (the "Agreement"), between the
Issuer and the Company. We also have examined an executed
Series 1994B Bond.
Based on this examination, we are of the opinion that, under existing
law:
1. The Series 1994B Bonds, the Indenture and the Agreement are valid,
legal, binding and enforceable in accordance with their respective
terms, subject to bankruptcy laws and other laws affecting creditors'
rights and to the exercise of judicial discretion.
2. The Series 1994B Bonds constitute limited obligations of the
Issuer, and the principal of and interest and any premium on the
Series 1994B Bonds (collectively, "debt service") are payable solely
from the revenues and other moneys pledged and assigned by the
Indenture to secure that payment. Those revenues and other moneys
include the Loan Repayments required to be made by the Company under
the Agreement. The Series 1994B Bonds and the payment of debt
service thereon are not secured by an obligation or pledge of any
moneys raised by taxation, and the Series 1994B Bonds do not<PAGE>
<PAGE>
represent or constitute a debt or pledge of the faith and credit of
the Issuer, the State of Florida or any political subdivision
thereof.
3. The interest on the Series 1994B Bonds is excluded from gross
income for federal income tax purposes under Section 103(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), except on any
Series 1994B Bonds for any period during which it is held by a
"substantial user" or a "related person" as those terms are used in
Section 147(a) of the Code, and the interest on the Series 1994B
Bonds is not treated as an item of tax preference under Section 57 of
the Code for purposes of the alternative minimum tax imposed on
individuals and corporations. The Series 1994B Bonds and the
interest thereon are exempt from all taxation under the laws of the
State of Florida, except estate taxes and taxes measured by income
which are imposed by Chapter 220, Florida Statutes, as amended, on
"corporations", "banks" and "savings associations", as such terms are
defined in said Chapter 220. We express no opinion as to other tax
consequences regarding the Series 1994B Bonds.
Under the Code, portions of the interest earned by certain
corporations (as defined for federal income tax purposes) may be
subject to a corporate alternative minimum tax and an environmental
tax imposed for certain taxable years, and interest may be subject to
a branch profits tax imposed on certain foreign corporations doing
business in the United States and to a tax imposed on excess net
passive income of certain S corporations.
In giving the foregoing opinion with respect to the treatment of
interest on the Series 1994B Bonds and the status of the Series 1994B
Bonds under the federal tax laws, we have assumed and relied upon
compliance with the covenants of the Issuer and the Company and the
accuracy, which we have not independently verified, of the
representations and certifications of the Issuer and the Company
contained in the Transcript. The accuracy of certain of those
representations and certifications, and compliance by the Issuer and
the Company with certain of those covenants, may be necessary for the
interest on the Series 1994B Bonds to be and to remain excluded from
gross income for federal income tax purposes. Failure to comply with
certain requirements with respect to the Series 1994B Bonds (or with
similar requirements with respect to another issue of bonds to be
issued by the Issuer on behalf of the Company at the same time as the
Series 1994B Bonds) subsequent to the issuance of the Series 1994B
Bonds could cause the interest thereon to be included in gross income
for federal income tax purposes retroactively to the date of issuance
of the Series 1994B Bonds. We also have relied upon the opinion of
Steel Hector & Davis, as counsel for the Company, as to all matters
concerning the due authorization, execution and delivery by, and the
binding effect upon and enforceability against, the Company of the
Agreement. We have further assumed the due authorization, execution
and delivery by, and the binding effect upon and enforceability
against, the Trustee of the Indenture.
Respectfully submitted,<PAGE>
<PAGE>
EXHIBIT B-2
(Letterhead of Squire, Sanders & Dempsey)
July 12, 1994
To: St. Lucie County
Ft. Pierce, Florida
Bear, Stearns & Co. Inc.
New York, New York
Goldman, Sachs & Co.
New York, New York
Ladies and Gentlemen:
This supplemental opinion is rendered at your request in connection
with the issuance by St. Lucie County, Florida (the "Issuer") of its
$29,000,000 St. Lucie County, Florida Pollution Control Revenue
Refunding Bonds (Florida Power & Light Company Project),
Series 1994B, dated as of July 1, 1994 (the "Series 1994B Bonds").
In connection with the issuance of the Series 1994B Bonds, we have
delivered to each of you our approving legal opinion as Bond Counsel
(the "Approving Opinion"). In rendering this opinion, we have
examined and relied upon the matters contained, referred to and
identified, and to the same extent stated, in the Approving Opinion.
We also have examined (i) the Official Statement, dated
July 11, 1994, relating to the Series 1994B Bonds and a certain other
issue of bonds of the Issuer (the "Official Statement") and (ii) the
Securities Act of 1933, as amended (the "1933 Act"), the Trust
Indenture Act of 1939, as amended (the "1939 Act"), and the rules,
regulations and interpretations under those acts. All terms used in
this supplemental opinion and not defined herein shall have the same
meaning as assigned in the Approving Opinion.
Based on such examination, we are of the opinion that, under existing
law:
(1) The Issuer is a validly existing political subdivision of the
State of Florida with full authority to execute and deliver the
Indenture, the Agreement and to issue and sell the Series 1994B Bonds
pursuant to the Act.
(2) In connection with the offering and sale of the Series 1994B Bonds
to the public, neither the Series 1994B Bonds nor any securities
evidenced thereby are required to be registered under the 1933 Act
and neither the Indenture nor any other instrument is required to be
qualified under the 1939 Act.
(3) The statements in the Official Statement relating to the
Series 1994B Bonds, the Indenture and the Agreement under the
captions "The Series 199 Bonds" (except for certain information and
statements provided by The Depository Trust Company under "The
Series 199 Bonds -- Book-Entry System", as to which, with your
permission, we express no opinion), "The Agreements" and "The
Indentures", insofar as they describe the provisions of the
Series 1994B Bonds, the Agreement and the Indenture, fairly and
accurately summarize the material provisions of those documents. The
statements pertaining to the Series 1994B Bonds in the Official
Statement under the caption "Tax Exemption" fairly and accurately
present the information purported to be shown.
This letter is furnished by us solely for your benefit in connection
with the original issuance and delivery of the Series 1994B Bonds and
may not, without our express written consent, be relied upon by any
other person.
Respectfully submitted,<PAGE>
<PAGE>
EXHIBIT C
(Letterhead of Steel Hector & Davis)
July 12, 1994
Bear, Stearns & Co. Inc.
New York, New York
Goldman, Sachs & Co.
New York, New York
(the "Underwriters" named in
the Underwriting Agreement dated
July 11, 1994 (the "Agreement") relating
to the Bonds referred to below)
Ladies and Gentlemen:
We have acted as counsel for Florida Power & Light Company (the
"Company") in connection with the issuance and sale by St. Lucie
County, Florida (the "Issuer") of $29,000,000 aggregate principal
amount of the Issuer's Pollution Control Revenue Refunding Bonds
(Florida Power & Light Company Project), Series 1994B (the "Bonds"),
issued under the Trust Indenture, dated as of July 1, 1994 (the
"Indenture"), by and between the Issuer and First Union National Bank
of Florida, as trustee (the "Trustee"), and in connection with the
sale of the Bonds to the Underwriter in accordance with the
Agreement.
We have participated in the preparation of or reviewed (1) the
Indenture and the Loan Agreement, dated as of July 1, 1994 (the "Loan
Agreement"), by and between the Company and the Issuer; (2) the
Letter of Representation, dated July 11, 1994 (the "Letter of
Representation"), from the Company to the Issuer and the Underwriter;
(3) the Official Statement, dated July 11, 1994, including Appendix A
and all documents incorporated by reference therein (the "Official
Statement") and (4) such corporate records, certificates and other
documents and such questions of law as we have considered necessary
or appropriate for purposes of this opinion. We have also
participated in the preparation of the Company's application to the
Florida Public Service Commission for the authorization of, among
other things, the issuance and sale of debt securities during 1994.
Upon the basis of the foregoing, we advise you that:
I. The Company is a validly organized and existing corporation and is
in good standing under the laws of the State of Florida, and is doing
business in that State, and has valid franchises, licenses and
permits adequate for the conduct of its business.
II. The Company is a corporation duly authorized by its Restated
Articles of Incorporation, as amended (the "Charter"), to conduct the
business which it is now conducting as set forth in the Official
Statement; the Company is subject, as to retail rates and services,
issuance of securities, accounting and certain other matters, to the
jurisdiction of the Florida Public Service Commission; and the
Company is subject, as to wholesale rates, accounting and certain
other matters, to the jurisdiction of the Federal Energy Regulatory
Commission.<PAGE>
<PAGE>
III. Except as stated or referred to in the Official Statement, as
amended or supplemented (including amendments or supplements
resulting from the filing of documents incorporated therein by
reference), there are no material pending legal proceedings to which
the Company is a party or of which property of the Company is the
subject which if determined adversely would have a material adverse
effect on the Company, and, to the best of our knowledge, no such
proceeding is known by us to be contemplated by governmental
authorities. We know of no litigation or proceedings, pending or
threatened, challenging the validity of the Loan Agreement or the
Letter of Representation or seeking to enjoin the performance of the
Company's obligations thereunder.
IV. The Loan Agreement has been duly and validly authorized by all
necessary corporate action, has been duly and validly executed and
delivered, and is a valid and binding agreement of the Company
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws affecting creditors' rights
generally and general equity principles, and subject to any
principles of public policy limiting the right to enforce the
indemnification provisions contained in Section 7.3 therein.
V. The consummation by the Company of the transactions contemplated in
the Letter of Representation, and the fulfillment by the Company of
the terms of the Loan Agreement and the Letter of Representation,
will not result in a breach of any of the terms or provisions of, or
constitute a default under, the Charter or by-laws, or any indenture,
mortgage, deed of trust or other agreement or instrument, the terms
of which are known to us, to which the Company is now a party, except
where such breach or default would not have a material adverse effect
on the business, properties or financial condition of the Company.
VI. Other than with respect to the opinions expressed regarding the
Official Statement under paragraphs VIII and XII, we have not
ourselves checked the accuracy or completeness of, or otherwise
verified, the information furnished with respect to matters in the
Official Statement. We have generally reviewed and discussed such
information with certain officers and employees of the Company,
certain of its legal counsel, its independent public accountants,
Bond Counsel, and your representatives. Additionally, as counsel to
the Company, we have responsibility for certain of its legal matters.
On the basis of such consideration, review and discussion, but
without independent check or verification except as stated, nothing
has come to our attention that would lead us to believe that the
Official Statement, as amended or supplemented (including amendments
or supplements resulting from the filing of documents incorporated
therein by reference) (except the information regarding the exclusion
from gross income for federal income tax purposes of interest on the
Bonds and the financial statements and other financial or statistical
data included or incorporated by reference therein, as to which we
express no opinion), at its date contained or at the date hereof
contains, any untrue statement of a material fact or at its date
omitted, or, at the date hereof omits, to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
VII. The Loan Agreement is being executed and delivered pursuant to
the authority contained in an order, as amended, of the Florida
Public Service Commission, which authority is adequate to permit such
action. To the best of our knowledge, said authorization is still in
full force and effect, and no further approval, authorization,
consent or order of any public board or body is legally required for
the performance of the Company's obligations under the Loan
Agreement.
VIII. The statements made in the Official Statement under the captions
"The Series 199 Bonds", "The Agreements", and "The Indentures",
insofar as they purport to constitute summaries of the terms of the
documents referred to therein, constitute accurate summaries of the
terms of such documents in all material respects.<PAGE>
<PAGE>
IX. At the time they were filed with the Securities and Exchange
Commission, the documents incorporated by reference in Appendix A to
the Official Statement, as amended or supplemented (except as to the
financial statements and other financial or statistical data included
or incorporated by reference therein, as to which we express no
opinion), complied as to form in all material respects with the
applicable requirements of the Securities Exchange Act of 1934, as
amended, and the applicable instructions, rules and regulations of
the Securities and Exchange Commission thereunder.
X. The offer and sale of the Bonds do not require registration of the
Bonds under the Securities Act of 1933, as amended, and, in
connection therewith, the Indenture is not required to be qualified
under the Trust Indenture Act of 1939, as amended; provided that, in
giving this opinion, we have, with your consent, relied on the
opinion of even date herewith rendered to you by Squire, Sanders &
Dempsey as Bond Counsel, that the interest on the Bonds is excluded
from gross income for federal income tax purposes and we have made no
independent factual investigation with respect to such exclusion.
XI. The Letter of Representation has been duly and validly authorized,
executed and delivered by the Company.
XII. The information contained in the Official Statement, which is
stated therein to have been made in reliance upon our authority, or
is specifically attributed to us, has been reviewed by us and is
correct.
We are members of the Florida Bar and do not hold ourselves out as
experts on the laws of New York and accordingly, this opinion is
limited to the laws of Florida (other than the blue sky laws thereof)
and the federal laws of the United States. As to all matters of New
York law, we have relied, with your consent, upon the opinion of even
date herewith rendered to you by Reid & Priest, New York, New York.
As to all matters of Florida law, Reid & Priest and Winthrop,
Stimson, Putnam & Roberts are hereby authorized to rely upon this
opinion as though it were rendered to each of them.
Very truly yours,<PAGE>
<PAGE>
(Letterhead of Steel Hector & Davis)
July 12, 1994
St. Lucie County
Ft. Pierce, Florida
Squire, Sanders & Dempsey
Miami, Florida
Ladies and Gentlemen:
Attached hereto is an executed copy of our opinion of even date
herewith, to the underwriter of $29,000,000 aggregate principal
amount of St. Lucie County, Florida Pollution Control Revenue
Refunding Bonds (Florida Power & Light Company Project),
Series 1994B. You are hereby authorized to rely upon such opinion as
though it were addressed to you.
Very truly yours,<PAGE>
<PAGE>
EXHIBIT D
(Letterhead of Reid & Priest)
New York, New York
July 12, 1994
Bear, Stearns & Co. Inc.
New York, New York
Goldman, Sachs & Co.
New York, New York
(the "Underwriters" named in
the Underwriting Agreement dated
July 11, 1994 (the "Agreement") relating
to the Bonds referred to below)
Ladies and Gentlemen:
With reference to the issuance by St. Lucie County, Florida (the
"Issuer") and sale to the Underwriter named in the Agreement of
$29,000,000 aggregate principal amount of the Issuer's Pollution
Control Revenue Refunding Bonds (Florida Power & Light Company
Project), Series 1994B (the "Bonds"), issued under the Trust
Indenture, dated as of July 1, 1994 (the "Indenture"), by and between
the Issuer and First Union National Bank of Florida, as trustee, we
advise you that, as counsel for Florida Power & Light Company (the
"Company"), we have reviewed (a) the Indenture and the Loan
Agreement, dated as of July 1, 1994 (the "Loan Agreement"), by and
between the Company and the Issuer; (b) the Letter of Representation,
dated July 11, 1994 (the "Letter of Representation"), from the
Company to the Issuer and the Underwriter; (c) the Official
Statement, dated July 11, 1994, including Appendix A and all
documents incorporated by reference therein (the "Official
Statement"); (d) the Company's Restated Articles of Incorporation and
by-laws, each as amended to the date hereof (respectively, the
"Charter" and By-laws") and (e) the application by the Company to the
Florida Public Service Commission for authorization of, among other
things, the issuance and sale of debt securities during 1994.
On the basis of the foregoing, we advise you as follows:
I. The Loan Agreement has been duly and validly authorized by all
necessary corporate action, has been duly and validly executed and
delivered and is a valid and binding agreement of the Company
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws affecting creditors' rights
generally and general equity principles, and subject to any
principles of public policy limiting the right to enforce the
indemnification provision contained in Section 7.3 therein.
II. The statements made in the Official Statement under the captions
"The Series 1994 Bonds", "The Agreements", and "The Indentures",
insofar as they purport to constitute summaries of the terms of the
documents referred to therein, constitute accurate summaries of the
terms of such documents in all material respects.
III. At the time they were filed with the Securities and Exchange
Commission, the documents incorporated by reference in Appendix A to
the Official Statement, as amended or supplemented (except as to the
financial statements and other financial or statistical data included
or incorporated by reference in such documents, as to which we
express no opinion), complied as to form in all material respects
with the applicable requirements of the Securities Exchange Act of
1934, as amended, and the applicable, instructions, rules and
regulations of the Securities and Exchange Commission thereunder.<PAGE>
<PAGE>
IV. The offer and sale of the Bonds do not require registration of the
Bonds under the Securities Act of 1933, as amended, and, in
connection therewith, the Indenture is not required to be qualified
under the Trust Indenture Act of 1939, as amended.
V. The Letter of Representation has been duly and validly authorized,
executed and delivered by the Company.
VI. The consummation by the Company of the transactions contemplated
in the Letter of Representation, and the fulfillment by the Company
of the terms of the Loan Agreement and the Letter of Representation,
will not result in a breach of any of the terms or provisions of, or
constitute a default under the Charter or By-laws of the Company or
any indenture, mortgage, deed of trust or other agreement or
instrument, the terms of which are known to us to which the Company
is now a party, except where such breach or default would not have a
material adverse effect on the business, properties or financial
condition of the Company.
Other than with respect to the opinion expressed regarding the
Official Statement under paragraph II, we have not ourselves checked
the accuracy or completeness of, or otherwise verified, the
information furnished with respect to matters in the Official
Statement. We have generally reviewed and discussed with certain
officers and employees of the Company, its counsel, its independent
public accountants, Bond Counsel, and your representatives the
information furnished, whether or not subject to our check and
verification. On the basis of such consideration, review and
discussion, but without independent check or verification except as
stated, nothing has come to our attention that would lead us to
believe that the Official Statement, as amended or supplemented
(except the information regarding the exclusion from gross income for
federal income tax purposes of interest on the Bonds or the financial
statements and other financial or statistical data included or
incorporated by reference therein, as to which we express no
opinion), at its date or at the date hereof, contained or contains
any untrue statement of a material fact or omitted or omits to state
a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading.
We are members of the New York Bar and do not hold ourselves out as
experts on the laws of Florida. We do not pass upon matters relating
to the incorporation of the Company. We have relied, with your
consent, upon an opinion of even date herewith addressed to you by
Steel Hector & Davis, West Palm Beach, Florida, counsel for the
Company, as to all matters of Florida law addressed in such opinion.
As to all matters of New York law, Steel Hector & Davis is hereby
authorized to rely upon this opinion as though it were rendered to
Steel Hector & Davis. With respect to the opinion expressed in
paragraph IV above, we have relied, with your consent, upon the
opinions of even date herewith rendered to you by Squire, Sanders &
Dempsey, as Bond Counsel, that the interest on the Bonds is excluded
from gross income for federal income tax purposes and we have made no
independent factual investigation with respect to such exclusion.
Very truly yours,<PAGE>
<PAGE>
(Letterhead of Reid & Priest)
July 12, 1994
St. Lucie County
County Administration Building
2300 Virginia Avenue
Ft. Pierce, Florida 33492
Ladies and Gentlemen:
Referring to the sale by St. Lucie County, Florida today of
$29,000,000 aggregate principal amount of its Pollution Control
Revenue Refunding Bonds (Florida Power & Light Company Project),
Series 1994B, we hand you herewith signed copies of our opinion of
even date herewith to Bear Stearns & Co. Inc. and Goldman, Sachs &
Co. (the "Underwriters") and authorize you to treat said opinion as
having been rendered to you as well as to the Underwriters.
Very truly yours,<PAGE>
<PAGE>
EXHIBIT E
(Letterhead of Winthrop, Stimson, Putnam & Roberts)
July 12, 1994
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(the "Underwriters" named in the Underwriting
Agreement dated July 11, 1994 (the "Agreement")
relating to the Bonds referred to below)
Ladies and Gentlemen:
We have acted as counsel for you in connection with your purchase
from St. Lucie County, Florida (the "Issuer") of $29,000,000
aggregate principal amount of the Issuer's Pollution Control Revenue
Refunding Bonds (Florida Power & Light Company Project), Series 1994B
(the "Bonds"), issued under a Trust Indenture, dated as of
July 1, 1994 (the "Indenture"), by and between the Issuer and First
Union National Bank of Florida, as trustee (the "Trustee"), pursuant
to the Agreement, and in connection with the related (1) Loan
Agreement, dated as of July 1, 1994 (the "Loan Agreement"), by and
between Florida Power & Light Company (the "Company") and the Issuer;
(2) Letter of Representation, dated July 11, 1994 (the "Letter of
Representation"), from the Company to the Issuer and the Underwriter;
and (3) Official Statement, dated July 11, 1994, including Appendix A
and all documents incorporated by reference therein (the "Official
Statement").
We have, with your consent, relied upon the opinion of even date
herewith addressed to you by Steel Hector & Davis, counsel for the
Company, as to matters covered in such opinion relating to the laws
of the State of Florida. We have reviewed such opinion and believe
it is satisfactory and that you and we are justified in relying
thereon. With respect to the opinion expressed in paragraph (4)
below, we have, with your consent, relied on the opinion of even date
herewith of Squire, Sanders & Dempsey, as Bond Counsel, that interest
on the Bonds is excluded from gross income for federal income tax
purposes and have made no independent factual investigation with
respect to such exclusion. We have also examined such documents and
satisfied ourselves as to such other matters as we have deemed
necessary in order to enable us to express the opinion set forth
below.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity
of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such
latter documents.
We are of the opinion that:<PAGE>
<PAGE>
(1) The Loan Agreement has been duly and validly authorized by all
necessary corporate action, has been duly and validly executed and
delivered and is a valid and binding agreement of the Company
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws affecting the enforcement of
creditors' rights generally and general equity principles, and
subject to any principles of public policy limiting the right to
enforce the indemnification provision contained in Section 7.3
therein.
(2) The Loan Agreement is being executed and delivered pursuant to the
authority contained in orders of the Florida Public Service
Commission, which authority is adequate to permit such action. To
the best of our knowledge, said authorization is still in full force
and effect, and no further approval, authorization, consent or order
of any public board or body is legally required for the performance
of the Company's obligations under the Loan Agreement.
(3) The statements made in the Official Statement under the captions
"The Series 1994 Bonds", "The Agreements", and "The Indentures",
insofar as they purport to constitute summaries of the terms of the
documents referred to therein, constitute accurate summaries of the
terms of such documents in all material respects.
(4) The offer and sale of the Bonds do not require registration of the
Bonds under the Securities Act of 1933, as amended, and, in
connection therewith, the Indenture is not required to be qualified
under the Trust Indenture Act of 1939, as amended.
(5) The Letter of Representation has been duly and validly authorized,
executed and delivered by the Company.
While we have examined the Official Statement, we have necessarily
assumed the correctness and completeness of the statements made or
included therein, or constituting a part thereof, and take no
responsibility therefor, except insofar as such statements relate to
us and as set forth in paragraph (3) above. In the course of the
preparation of the Official Statement, we had conferences with
certain of the Company's officers and representatives, with counsel
for the Company, with Deloitte & Touche, the independent public
accountants who audited certain of the financial statements included
in the Official Statement, with Bond Counsel and with your
representative. We call to your attention that there is no statutory
or regulatory provision authorizing the incorporation by reference of
information in documents such as the Official Statement. Our
examination of the Official Statement, and our discussions in the
above-mentioned conferences, did not disclose to us any information
which gives us reason to believe that the Official Statement, at its
issue date and at the date hereof, contained or contains any untrue
statement of a material fact or omitted or omits to state a material
fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. We
express no opinion or belief as to the financial statements and other
financial or statistical data contained in or incorporated by
reference in the Official Statement or the information regarding
exclusion from gross income for federal income tax purposes of
interest on the Bonds or as to the incorporation of the Company.
This opinion is rendered to you in connection with the above-
described transaction. This opinion may not be relied upon by you
for any other purpose, or relied upon or furnished to any other
person, firm or corporation without our prior written permission.
Very truly yours,<PAGE>
<PAGE>
EXHIBIT F
FLORIDA POWER & LIGHT COMPANY
LETTER OF REPRESENTATION
July 11, 1994
St. Lucie County
Ft. Pierce, Florida
Bear, Stearns & Co. Inc.
New York, New York
Goldman, Sachs & Co.
New York, New York
(the "Underwriters" named in the Underwriting
Agreement dated the date hereof (the "Agreement")
relating to the Bonds referred to below)
Ladies and Gentlemen:
In consideration of the issuance and sale by St. Lucie County,
Florida (the "Issuer") of $29,000,000 aggregate principal amount of
its Pollution Control Revenue Refunding Bonds (Florida Power & Light
Company Project), Series 1994B (the "Bonds") and the purchase of the
Bonds by the Underwriters pursuant to the Agreement, Florida Power &
Light Company (the "Company") represents, warrants and covenants to
and agrees with the Issuer and the Underwriters, and the Issuer and
the Underwriters by their acceptance hereof agree with the Company as
follows (all terms not specifically defined in this Letter of
Representation shall have the same meanings herein as in the
Agreement):
1. Representations and Warranties of the Company. The Company
represents and warrants that:
(a) When the Official Statement shall be issued and at the Closing
Date, the Official Statement, as it may be amended or supplemented
(including amendments or supplements resulting from the filing of
documents incorporated by reference), will not contain an untrue
statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
that the foregoing representations and warranties in this subsection
(a) shall not apply to statements in or omissions from the Official
Statement under the captions "Tax Exemption", "Underwriting" and
"Disclosure Required By Florida Blue Sky Regulations" (except for the
second sentence of the first paragraph thereof) or in Appendices B,
C, D and E or in the statements on the cover page with respect to the
initial public offering price, tax exemption or terms of offering or
in the statement on the third page with respect to stabilization of
the market price of the Bonds by the Underwriters.<PAGE>
<PAGE>
(b) The documents incorporated by reference in Appendix A to the
Official Statement, as amended or supplemented, fully complied, at
the time they were filed with the Securities and Exchange Commission
(the "Commission"), in all material respects with the applicable
provisions of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the applicable instructions, rules and
regulations of the Commission thereunder.
(c) The financial statements contained or incorporated by reference in
Appendix A to the Official Statement present fairly the financial
condition and operations of the Company at the respective dates or
for the respective periods to which they apply; and such financial
statements have been prepared in each case in accordance with
generally accepted accounting principles consistently applied
throughout the periods involved except as otherwise indicated in the
Official Statement.
(d) Since the respective most recent dates as of which information is
given in the Official Statement, as it may be amended or supplemented
(including amendments or supplements resulting from the filing of
documents incorporated by reference), there has not been any material
adverse change in the business, properties or financial condition of
the Company nor has any material transaction been entered into by the
Company, other than changes and transactions reflected in or
contemplated by the Official Statement, as it may be amended or
supplemented, and transactions in the ordinary course of business.
The Company does not have any material contingent obligation which is
not reflected in or contemplated by the Official Statement, as it may
be amended or supplemented.
(e) The consummation of the transactions contemplated herein and in
the Official Statement and the fulfillment of the terms of the Loan
Agreement and this Letter of Representation, on the part of the
Company to be fulfilled, have been duly authorized by all necessary
corporate action of the Company in accordance with the provisions of
its Restated Articles of Incorporation, as amended (the "Charter"),
by-laws (the "By-laws") and applicable law, and this Letter of
Representation constitutes, and the Loan Agreement when executed and
delivered by the Company will constitute, legal, valid and binding
obligations of the Company in accordance with their terms, except as
limited by bankruptcy, insolvency or other laws affecting creditors'
rights generally and general equity principles, and subject to any
principles of public policy limiting the right to enforce the
indemnification provisions contained in Section 6 herein and
Section 7.3 of the Loan Agreement.
(f) The consummation of the transactions contemplated herein and in
the Official Statement and the fulfillment of the terms of the Loan
Agreement and this Letter of Representation will not result in a
breach of any of the terms or provisions of, or constitute a default
under the Charter or By-laws of the Company or any indenture,
mortgage, deed of trust or other agreement or instrument to which the
Company is now a party, except where such breach or default would not
have a material adverse effect on the business, properties, or
financial condition of the Company.
(g) The terms and conditions of the Agreement as they relate to the
Company and the Company's participation in the transactions
contemplated thereby are satisfactory to it.
(h) The Company has approved the use prior to the date hereof of the
Preliminary Official Statement, dated July 6, 1994, in connection
with the offering of the Bonds.<PAGE>
<PAGE>
2. Covenants of the Company. The Company agrees that:
(a) At its expense, it will cause to be prepared and, upon the
approval of and authorization by the Issuer, furnished to the
Underwriters as many copies of the Official Statement (as amended or
supplemented from time to time, but excluding any documents
incorporated by reference therein) as the Underwriters may reasonably
request for the public offering of the Bonds. At its expense, it will
cause to be prepared and furnished to the Underwriters one copy of
each of the documents incorporated by reference in the Official
Statement, as it may be amended or supplemented, and as many
additional copies of such documents incorporated by reference as
shall be requested of the Underwriters by prospective purchasers of
the Bonds.
(b) During the period ending 25 days after the end of the underwriting
period as defined in Rule 15c2-12 of the Exchange Act, if any event
relating to or affecting the Company or of which the Company shall be
advised in writing by the Underwriters shall occur which, in the
Company's opinion, should be set forth in a supplement to or in an
amendment of the Official Statement in order to make the Official
Statement not misleading in the light of the circumstances when it is
delivered to a purchaser, the Company will either (i) prepare and
furnish to the Underwriters at the Company's expense a reasonable
number of copies of a supplement or supplements or an amendment or
amendments to the Official Statement or (ii) make an appropriate
filing pursuant to Section 13 or 14 of the Exchange Act, which will,
in either case, supplement or amend the Official Statement so that as
supplemented or amended it will not contain any untrue statement of a
material fact or omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances
when the Official Statement is delivered to a purchaser, not
misleading; provided, that should such event relate solely to
activities of the Underwriters, then the Underwriters shall assume
the expense of preparing and furnishing any such amendment or
supplement.
(c) It will furnish such proper information as may be lawfully
required and otherwise cooperate in qualifying the Bonds for offer
and sale under the blue sky laws of such jurisdictions as the
Underwriters may designate, provided that the Company shall not be
required to qualify as a foreign corporation or dealer in securities,
or to file any consents to service of process, under the laws of any
jurisdiction, or to meet other requirements deemed by the Company to
be unduly burdensome.
(d) It will not take or omit to take any action the taking or omission
of which would cause the proceeds from the sale of the Bonds to be
applied in a manner contrary to that provided for in the Indenture
and the Loan Agreement as they are amended from time to time.
3.Expenses.
(a) Upon the issuance and delivery of the Bonds by the Issuer to the
Underwriters, the Company will pay, or cause to be paid, all expenses
(excluding out-of-pocket expenses of the Underwriters) and costs
incident to the authorization, issuance, printing, sale and delivery,
as the case may be, of the underwriting papers, the Bonds, the
Preliminary Official Statement, the Official Statement, this Letter
of Representation and the blue sky survey, including without
limitation (A) any taxes, other than transfer taxes, in connection
with the issuance of the Bonds hereunder; (B) any rating agency fees;
(C) fees of the Trustee; (D) the fees and disbursements of Bond
Counsel and counsel to the Issuer and the Company; (E) the fees to
the Issuer; and (F) the fees and disbursements of Winthrop, Stimson,
Putnam & Roberts, counsel for the Underwriters; and (G) the fees and
disbursements (including filing fees) of Winthrop, Stimson,<PAGE>
<PAGE>
Putnam & Roberts, counsel for the Underwriters, in connection with
the qualification of the Bonds for sale under the securities or blue
sky laws of various jurisdictions, not in excess, however, of an
aggregate of $5,000.
(b) If the Agreement is terminated in accordance with the provisions
of Section 6 or 7(b) thereof, the Company will pay all the expenses
referred to in subsection (a) of this Section 3, and the reasonable
out-of-pocket expenses of the Underwriters, not in excess, however,
of an aggregate of $5,000, the Underwriters to pay the remainder of
their expenses.
(c) If the Agreement is terminated in accordance with the provisions
of Section 7(a) thereof, the Company will pay all the expenses
referred to in subsection (a) of this Section 3, the Underwriters to
pay the remainder of its expenses.
(d) If the Underwriters shall fail or refuse, otherwise than for some
reason sufficient to justify, in accordance with the terms of the
Agreement, the cancellation or termination of their obligation
thereunder, to purchase and pay for the Bonds as provided in
Section 2 thereof, the Underwriters will pay all the expenses
referred to in subsection (a) of this Section 3.
(e) The Issuer shall not in any event be liable to the Underwriters
for any expenses or costs incident to the issuance and sale of the
Bonds nor for damages on account of loss of anticipated profits. The
Company shall not in any event be liable to the Underwriters for
damages on account of loss of anticipated profits. Nothing herein
shall be construed to relieve the Underwriters of their liability for
their default under the Agreement.
4. Conditions of the Company's Obligation. The obligation of the
Company to participate in the transactions contemplated herein and in
the Official Statement shall be subject to the condition that, on the
Closing Date, there shall be in full force and effect an
authorization of the Florida Public Service Commission with respect
to the participation of the Company in such transactions, and
containing no provision unacceptable to the Company by reason or the
fact that it is materially adverse to the Company, it being
understood that no authorization in effect at the time of execution
of this Letter of Representation contains any such unacceptable
provision. In case the aforesaid condition shall not have been
fulfilled, this Letter of Representation and the Company's obligation
to participate in the transactions contemplated herein and in the
Official Statement may be terminated by the Company, upon mailing or
delivering written notice thereof to the Underwriters.
5. Representation of the Issuer. The acceptance and confirmation of
this Letter of Representation by the Issuer shall constitute a
representation and warranty by the Issuer to the Company that the
representations and warranties contained in Section 3 of the
Agreement are true as of the date hereof and will be true in all
material respects as of the Closing Date.
6. Indemnification.
(a) The Company agrees to indemnify and hold harmless the Issuer and
any official or employee thereof, each Underwriter and each person
who controls any Underwriter within the meaning of Section 15 of the
Securities Act of 1933, as amended (the "Securities Act"), against
any and all losses, claims, damages or liabilities, joint or several,
to which they or any of them may become subject and to reimburse each
of them for any legal or other expenses (including, to the extent
hereinafter provided, reasonable counsel fees) incurred by them in
connection with investigating any such losses, claims, damages or
liabilities or in connection with defending any actions, insofar as
such losses, claims, damages, liabilities, expenses or actions arise
out of or are based upon any untrue statement or alleged untrue
statement of a<PAGE>
<PAGE>
material fact contained in the Preliminary Official Statement,
including any documents incorporated therein by reference, or in the
Official Statement, as amended or supplemented (if any amendments or
supplements thereto, including documents incorporated by reference,
shall have been furnished), or the omission or alleged omission to
state therein a material fact necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the indemnity agreement
contained in this Section 6 shall not apply to any Underwriters (or
any person controlling such Underwriter) on account of any such
losses, claims, damages, liabilities, expenses or actions arising out
of, or based upon, any such untrue statement or alleged untrue
statement, or any such omission or alleged omission, under the
captions "Tax Exemption" (except to the extent that such statement or
omission is based upon an untrue statement of or an omission to
state, or an alleged untrue statement of or omission to state, a
material fact in the engineering facts and representations and
conclusions of the Company concerning the Project (as defined in the
Loan Agreement) contained in the closing certificate furnished to
Squire, Sanders & Dempsey, as Bond Counsel, and except to the extent
that such statement or omission is based upon the Company's
continuing compliance with Section 148(f) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder) and
"Underwriting" or in the statements on the cover page with respect to
the initial public offering price, tax exemption or terms of offering
or in the statement on the third page with respect to stabilization
of the market price of the Bonds by the Underwriters; and provided,
further, that the indemnity agreement contained in this Section 6
shall not inure to the benefit of any Underwriter (or of any person
controlling such Underwriter) on account of any such losses, claims,
damages, liabilities, expenses or actions arising from the sale of
Bonds to any person if such Underwriter shall have failed to send or
give to such person (i) with or prior to the written confirmation of
such sale, a copy of the Official Statement or the Official Statement
as amended or supplemented, if any amendments or supplements thereto
shall have been timely furnished at or prior to the time of written
confirmation of the sale involved, but exclusive of any documents
incorporated by reference therein unless, with respect to the
delivery of any amendment or supplement, the alleged omission or
alleged untrue statement is not corrected in such amendment or
supplement at the time of confirmation, or (ii) with or prior to the
delivery of such Bonds to such person, a copy of any amendment or
supplement to the Official Statement which shall have been furnished
subsequent to such written confirmation and prior to the delivery of
such Bonds to such person, exclusive of any documents incorporated by
reference therein unless, with respect to the delivery of any
amendment or supplement, the alleged omission or alleged untrue
statement was not corrected in such amendment or supplement at the
time of such delivery. The Issuer and each Underwriter agree to
notify promptly the Company, the Issuer and the other Underwriter, as
the case may be, of the commencement of any litigation or proceedings
against it, any of its aforesaid officials or employees or any person
controlling it as aforesaid, in connection with the issuance and sale
of the Bonds.
(b) Each Underwriter agrees to indemnify and hold harmless the Issuer
and any official or employee thereof, and the Company, its officers
and directors, and each person who controls the Company within the
meaning of Section 15 of the Securities Act, against any and all
losses, claims, damages or liabilities, joint or several, to which
they or any of them may become subject and to reimburse each of them
for any legal or other expenses (including, to the extent hereinafter
provided, reasonable counsel fees) incurred by them in connection
with investigating any such losses, claims, damages or liabilities,
or in connection with defending any actions, insofar as such losses,
claims, damages, liabilities, expenses or actions arise out of or are
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Official Statement, as amended or
supplemented (if any amendments or supplements thereto shall have
been furnished), or the omission or alleged omission to state<PAGE>
<PAGE>
therein a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading, but only with respect to information contained under the
caption "Underwriting" or in the statements on the cover page with
respect to the initial public offering price and terms of offering or
in the statement on the third page with respect to stabilization of
the market price of the Bonds by the Underwriters. The Issuer and
the Company agree promptly to notify the Underwriters, the Issuer and
the Company, as the case may be, of the commencement of any
litigation or proceedings against it, any of its aforesaid officials
or employees, or any of its aforesaid officers and directors or any
person controlling it as aforesaid, in connection with the issuance
and sale of the Bonds.
(c) The Company, each Underwriter and the Issuer each agree that, upon
the receipt of notice of the commencement of any action against it,
any of its aforesaid officers and directors, any of its aforesaid
officials or employees or any person controlling it as aforesaid, as
the case may be, in respect of which indemnity may be sought on
account of any indemnity agreement contained herein, it will promptly
give written notice of the commencement thereof to the party or
parties against whom indemnity shall be sought hereunder, but the
omission so to notify such indemnifying party or parties of any such
action shall not relieve such indemnifying party or parties from any
liability which it or they may have to the indemnified party
otherwise than on account of such indemnity agreement. In case such
notice of any such action shall be so given, such indemnifying party
shall be entitled to participate at its own expense in the defense
or, if it so elects, to assume (in conjunction with any other
indemnifying parties) the defense of such action, in which event such
defense shall be conducted by counsel chosen by such indemnifying
party or parties satisfactory to the indemnified party or parties and
who shall be defendant or defendants in such action, and such
defendant or defendants shall bear the fees and expenses of any
additional counsel retained by them; but if the indemnifying party
shall elect not to assume the defense of such action, such
indemnifying party will reimburse such indemnified party or parties
for the reasonable fees and expenses of any counsel retained by them;
provided, however, if the defendants in any such action include both
the indemnified party and the indemnifying party and counsel for the
indemnifying party shall have reasonably concluded that there may be
a conflict of interest involved in the representation by such counsel
of both the indemnifying party and the indemnified party, the
indemnified party or parties shall have the right to select separate
counsel, satisfactory to the indemnifying party, to participate in
the defense of such action on behalf of such indemnified party or
parties (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate
counsel representing the indemnified parties who are parties to such
action).
7. Miscellaneous. The validity and interpretation of this Letter of
Representation shall be governed by the law of the State of New York.
This Letter of Representation shall inure to the benefit of the
Company, the Issuer, the Underwriters and, with respect to the
provisions of Section 6 hereof, each official, employee, officer,
director and controlling person referred to in said Section 6, and
their respective successors. Nothing in this Letter of
Representation is intended or shall be construed to give any other
person, firm or corporation any legal or equitable right, remedy or
claim under or in respect of this Letter of Representation or any
provision herein contained. The term "successors" as used herein
shall not include any purchaser, as such purchaser, of any Bonds from
or through the Underwriters.
The indemnity agreements of the Company and the Underwriters
contained in Section 6 hereof and the representations of the Company
and the Issuer contained herein shall remain operative and in full
force and effect regardless of any investigation made by or on behalf
of the Issuer or any official or employee thereof, the Underwriters
or any controlling person thereof, or the Company or any director,
officer or controlling person thereof, and shall survive the delivery
of the Bonds. The agreements<PAGE>
<PAGE>
contained in Section 3 hereof to pay expenses shall survive the
termination of the Agreement and this Letter of Representation.
This Letter of Representation may be executed in several
counterparts, each of which shall be regarded as an original and all
of which shall constitute one and the same agreement. This Letter of
Representation shall become effective upon the execution and
acceptance thereof and the effectiveness of the Agreement, and it
shall terminate as provided in Section 4 hereof or upon the
termination of the Agreement.
8. Notices. All communications hereunder shall be in writing or by
telegram and, if to the Underwriter, shall be mailed or delivered to
them or, if to the Issuer, shall be mailed or delivered to it at St.
Lucie County, County Administration Building, 2300 Virginia Avenue,
Ft. Pierce, Florida 33492 Attention: County Administrator or, if to
the Company, shall be mailed or delivered to Florida Power & Light
Company, 700 Universe Boulevard, Juno Beach, Florida 33408-8801,
Attention: Treasurer.
If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for that
purpose, whereupon this letter agreement and your acceptance shall
constitute a binding agreement between us.
Very truly yours,
Florida Power & Light Company
By:
Treasurer
Accepted and confirmed as of the date first above written:
St. Lucie County, Florida
By:
Chairman of the Board of County Commissioners
of St. Lucie County, Florida
Approved by the County Attorney as to Form:
By:
County Attorney for St. Lucie County, Florida
Attest:
(Deputy) Clerk of the Board of County Commissioners
of St. Lucie County, Florida
Bear, Stearns & Co. Inc.
By:
Title:
Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
EXHIBIT 4(i)
This Instrument was prepared by:
Paul J. Evanson 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-fifth Supplemental Indenture
Relating to the Purchase of Additional Interests in Property
in Georgia
Dated as of June 1, 1994
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.<PAGE>
<PAGE>
NINETY-FIFTH SUPPLEMENTAL INDENTURE
INDENTURE, dated as of the 1st day of
June, 1994, 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-fifth
supplemental indenture (hereinafter called the Ninety-fifth
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-fifth 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, FPL has acquired certain
additional interests in real and personal property within,
associated with or otherwise related to Plant Robert W. Scherer in
Monroe County, Georgia as hereinafter more particularly
described; and
Whereas, the execution and delivery by
FPL of this Ninety-fifth 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, 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<PAGE>
<PAGE>
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 of the properties described in Schedule "I" attached
hereto and hereby made a part hereof; 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.<PAGE>
<PAGE>
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 Ninety-fifth
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.<PAGE>
<PAGE>
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 Ninety-
fifth 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
Miscellaneous Provisions
Section 1. Subject to the amendments
provided for in this Ninety-fifth Supplemental Indenture, the
terms defined in the Mortgage, as heretofore supplemented, shall,
for all purposes of this Ninety-fifth Supplemental Indenture,
have the meanings specified in the Mortgage, as heretofore
supplemented.
Section 2. 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-fifth 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-fifth
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-fifth Supplemental
Indenture.<PAGE>
<PAGE>
Section 3. Whenever in this Ninety-
fifth 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-fifth
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 4. Nothing in this Ninety-
fifth 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-fifth
Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Ninety-fifth
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 5. 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 6. This Ninety-fifth
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.<PAGE>
<PAGE>
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 /s/Paul J. Evanson
Paul J. Evanson
Senior Vice President, Finance
and Chief Financial Officer
700 Universe Boulevard
Juno Beach, FL 33408
Attest:
/s/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:
/s/Michele T. Canino
Michele T. Canino
/s/Harold J. McCarthy
Harold J. McCarthy<PAGE>
<PAGE>
Bankers Trust Company,
As Trustee
By ROBERT CAPORALE
Robert Caporale
Vice President
4 Albany Street / 4th Floor
New York, NY 10006
Attest:
SHIKHA DOMBEK
Shikha Dombek
Assistant Secretary
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
DENISE MITCHELL
Denise Mitchell<PAGE>
<PAGE>
State of Florida )
County of Palm Beach ) ss.:
On the 1st day of June, in the year 1994, before me
personally came Paul J. Evanson, to me known, who, being by me
duly sworn, did depose and say that he resides at 12087 Turtle
Beach Road, North Palm Beach, Florida 33408; 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 June, 1994,
before me personally appeared Paul J. Evanson 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.
Paul J. Evanson and P. R. Sutherland produced Florida
Driver's License No. E152-690-41-216-0 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<PAGE>
<PAGE>
State of New York )
County of New York ) ss.:
On the 1st day of June, in the year
1994, before me personally came Robert Caporale, to me known,
who, being by me duly sworn, did depose and say that he resides
at 25 Lake Street, White Plains, 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 June, 1994, before me personally appeared Robert Caporale
and Shikha Dombek, respectively, a Vice President and an Assistant
Secretary 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 Shikha Dombek
produced New York Driver's License No. C 01579 27892 342291 62
and New York Driver's License No. G 21620 81923 203244 64 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.
JOHN FLORIO
John Florio
Notary Public, State of New York
Commission No. 01FL5021631
Qualified in New York County
My Commission Expires
December 20, 1995<PAGE>
<PAGE>
SCHEDULE "I"
TO NINETY-FIFTH SUPPLEMENTAL INDENTURE
(a) A sixteen and fifty-five one hundredths
percent (16.55%) undivided interest as a tenant in common with the
owners of the remaining undivided interests in and to: (i) those
certain tracts of land described in Exhibit "A" attached hereto and
incorporated herein by this reference (said tracts of land as
described in Exhibit "A" being hereinafter referred to as the "Unit 4
Tracts"); (ii) all appurtenances thereto and all buildings, other
structures and improvements situated on the Unit 4 Tracts, excepting
any such appurtenances, buildings, structures, or improvements
constituting Plant Scherer Common Facilities (as such term is defined
in that certain Plant Robert W. Scherer Unit Number Four Amended and
Restated Purchase and Ownership Participation Agreement among Georgia
Power Company ("Georgia Power"), FPL and Jacksonville Electric
Authority, dated as of December 31, 1990 (hereinafter referred to as
the "Agreement"); (iii) all appurtenant easements, rights of way,
permits, privileges, machinery, equipment, appliances and all other
property, tangible or intangible, real, personal or mixed, now
located on, within, or appurtenant to the Unit 4 Tracts, less and
except, however, (A) any property of whatever nature or kind
whatsoever which constitutes a part or portion of Plant Scherer
Common Facilities; and (B) any personal property of any kind
whatsoever of Georgia Power's contractors and subcontractors,
including without limitation, all equipment, machinery, building
supplies or materials, being utilized in the construction of
improvements thereon; and (iv) all that property of whatever nature
or kind whatsoever comprising a part or portion of Scherer Unit No. 4
(as such term is defined in the Agreement), together with any
contractual rights to acquire any property intended to become a part
of said Scherer Unit No. 4 pursuant to the Agreement (said sixteen
and fifty-five one hundredths percent (16.55%) undivided interest in
and to the real and personal property, whether tangible or
intangible, described in this paragraph (a) being hereinafter
collectively sometimes referred to as the "Unit 4 Property"); and
(b) An eight and two hundred seventy-five one
thousandths percent (8.275%) undivided interest as a tenant in common
with the owners of the remaining undivided interests in and to: (i)
those certain tracts of land described in Exhibit "B" attached hereto
and incorporated herein by this reference, less and except therefrom
the tracts of land being described in Exhibit "C" attached hereto and
incorporated herein by this reference (said tracts of land as
described in Exhibit "B", less and except the tracts of land
described in Exhibit "C", being hereinafter referred to as the
"Additional Unit Common Facilities Tracts"); (ii) all appurtenances
thereto<PAGE>
<PAGE>
and all buildings, other structures and improvements, if any,
situated on the Additional Unit Common Facilities Tracts; (iii) all
appurtenant easements, rights of way, permits, privileges, machinery,
equipment, appliances and all other property, tangible or intangible,
real, personal or mixed, now located on, within, or appurtenant to
the Additional Unit Common Facilities Tracts, less and except,
however, any personal property of any kind whatsoever of Georgia
Power's contractors and subcontractors, including, without limitation,
all equipment, machinery, building supplies and materials, being
utilized in the construction of improvements thereon; and (iv) all
that property of whatever nature or kind whatsoever comprising a part
or portion of the Additional Unit Common Facilities (as such term is
defined in the Agreement), together with any contractual rights to
acquire any property intended to become a part of said Additional Unit
Common Facilities pursuant to the Agreement (said eight and two
hundred seventy-five one thousandths percent (8.275%) undivided
interest in and to the real and personal property, whether tangible
or intangible, described in this paragraph (b) being hereinafter
collectively sometimes referred to as the "Additional Unit Common
Facilities"); and
(c) A four and one thousand three hundred
seventy-five ten thousandths percent (4.1375%) undivided interest as
a tenant in common with the owners of the remaining undivided
interests in and to: (i) those certain tracts of land described in
Exhibit "D" attached hereto and incorporated herein by this reference
(said tracts of land described in Exhibit "D" being hereinafter
referred to as the "Common Area Tracts"); (ii) all appurtenances
thereto and all buildings, other structures and improvements, if any,
situated on the Common Area Tracts; (iii) all appurtenant easements,
rights of way, permits, privileges, machinery, equipment, appliances
and all other property, tangible or intangible, real, personal or
mixed, now located on, within, or appurtenant to the Common Area
Tracts, less and except, however, any personal property of any kind
whatsoever of Georgia Power's contractors and subcontractors,
including, without limitation, all equipment, machinery, building
supplies and materials, being utilized in the construction of
improvements thereon; and (iv) all that property of whatever nature
or kind whatsoever comprising a part or a portion of Plant Scherer
Common Facilities (as such term is defined in the Agreement) (said
four and one thousand three hundred seventy-five ten thousandths
percent (4.1375%) undivided interest in and to the real and personal
property, whether tangible or intangible, described in this paragraph
(c) being hereinafter collectively sometimes referred to as the
"Common Area Property"), and with the Unit 4 Property, and the
Additional Unit Common Facilities being herein sometimes collectively
referred to as the "Property"); and<PAGE>
<PAGE>
(d) A sixteen and fifty-five one hundredths
percent (16.55%) undivided interest as a tenant in common with the
owners of the remaining undivided interests in and to that certain
Scherer Unit No. 4 (as such term is defined in the Agreement)
generator step-up substation, including, without limitation, the
equipment described in Exhibit "H" attached hereto and incorporated
herein by this reference; and
(e) A sixteen and fifty-five one hundredths
percent (16.55%) undivided interest as a tenant in common with the
owners of the remaining undivided interests in and to all Plant
Scherer (as such term is defined in the Agreement) high voltage
switchyard facilities intended to be used by or in connection with
Scherer Unit No. 4, including, without limitation, the
facilities described in Exhibit "I" attached hereto and incorporated
herein by this reference (said property described in Exhibit "I"
being hereinafter referred to as the "Discrete Scherer Unit No. 4
Switchyard Facilities"); provided, however, that the Discrete Scherer
Unit No. 4 Switchyard Facilities shall not include any switchyard
facilities which are intended to be used by or in connection with
Scherer Unit No. 1, Scherer Unit No. 2, Scherer Unit No. 3 (as such
terms are defined in the Agreement), and the Plant Scherer Common
Facilities, the Additional Unit Common Facilities, or the Plant
Scherer Coal Stockpile (as such term is defined in the Agreement),
regardless of whether such facilities are also used in connection
with Scherer Unit No. 4; and
(f) A four and one thousand three hundred
seventy-five ten thousandths percent (4.1375%) undivided interest as
a tenant in common with the owners of the remaining undivided
interests and the other Additional Unit Participants (as such term is
defined in the Agreement) in and to all Plant Scherer high voltage
switchyard facilities intended to be used in common by or in
connection with one or both of Scherer Unit No. l and Scherer Unit
No. 2, and one or both of Scherer Unit No. 3 and Scherer Unit No. 4,
including, without limitation, the facilities described in
Exhibit "J" attached hereto and incorporated herein by this
reference; and
(g) TOGETHER WITH easements created in favor of
FPL under and pursuant to Section 1(e) of that certain General
Warranty Deed and Bill of Sale made by Georgia Power Company to FPL,
dated June 1, 1994, recorded prior to the recording hereof in the
Monroe County, Georgia records (the "General Warranty Deed"), which
easements provide as follows: a perpetual non-exclusive easement in,
upon, over, under, through and across all that tract of land being
described in Exhibit "E" attached hereto and incorporated herein by
this reference (said tract of land as described in Exhibit "E" being
hereinafter referred to as the "Unit 3 Property"), which easement
shall be appurtenant to<PAGE>
<PAGE>
the Unit 4 Property and shall be for the benefit of FPL, its
successors, assigns, licensees and permittees and
which easement shall be for the purpose of installing, constructing,
attaching, using, operating, maintaining, repairing, and
reconstructing such pipes, wires, conduits, machinery, buildings,
structures, equipment, appliances or other installations as are
reasonably necessary or reasonably appropriate from time to time in
the operation of the one (1) coal-fired electrical generating unit
located on the Unit 4 Property or which is designed for the benefit
of or is designed to be used in connection with the Unit 4 Property,
including, without limitation, any portion or portions of the one (1)
coal-fired electrical generating unit located on the Unit 4 Property
which may encroach upon, within or over the Unit 3 Property, all
together with a perpetual, non-exclusive easement for ingress and
egress to and from and over and across the Unit 3 Property for the
use of the aforesaid easements; and
(h) TOGETHER WITH easements created in favor of
FPL under and pursuant to Section 1(f) of the General Warranty Deed,
which easements provide as follows: a perpetual non-exclusive
easement in, upon, over, under, through and across all that tract of
land being described in Exhibit "F" attached hereto and incorporated
herein by this reference, less and except therefrom, however, the
tracts of land described in Exhibit "G" attached hereto and
incorporated herein by this reference (said tract of land as
described in Exhibit "F", less and except the tracts of land
described in Exhibit "G", being hereinafter referred to as the "Unit
1 & 2 Property"), which easement shall be appurtenant to the Unit 4
Property and shall be for the benefit of FPL, its successors,
assigns, licensees and permittees and which easement shall be for the
purpose of installing constructing, attaching, using, operating,
maintaining, repairing, and reconstructing such pipes, wires,
conduits, machinery, buildings, structures, equipment, appliances or
other installations as are reasonably necessary or reasonably
appropriate from time to time in the operation of the one (1)
coal-fired electrical generating unit located on the Unit 4 Property
or which is designed for the benefit of or is designed to be used in
connection with the Unit 4 Property, including, without limitation,
any portion or portions of the one (1) coal-fired electrical
generating unit located on the Unit 4 Property which may encroach
upon, within or over the Unit 1 & 2 Property, all together with a
perpetual, non- exclusive easement for ingress and egress to and from
and over and across the Unit 1 & 2 Property for the use of the
aforesaid easements;
THE FOREGOING BEING less and except and subject to: (a) all
matters excepted to or reserved by Georgia Power therein in (i) the
General Warranty Deed, and (ii) in that certain Bill of Sale for
Substation Assets made by Georgia Power Company to Florida<PAGE>
<PAGE>
Power & Light Company, dated June 1, 1994; (b) all matters
excepted to or reserved by Luther F. Weaver and Flora W. Weaver
in that certain Corrective Warranty Deed made by Luther F. Weaver
and Flora W. Weaver to Florida Power & Light Company, et al., dated
effective as of August 7, 1992, recorded prior to the recording
hereof in the Monroe County, Georgia records; (c) all matters
excepted to or reserved by Pat Patton in that certain Corrective
Warranty Deed made by Pat Patton to Florida Power & Light Company,
et al., dated effective as of August 7, 1992, recorded prior to the
recording hereof in the Monroe County, Georgia records; (d) all
matters excepted to or reserved by Harry Lee Burch, III and Jennifer
Christine Burch in that certain Corrective Warranty Deed made by
Harry Lee Burch, III and Jennifer Christine Burch to Florida Power
& Light Company, et al., dated effective as of August 7, 1992,
recorded prior to the recording hereof in the Monroe County, Georgia
records; (e) all matters excepted to or reserved by Travis Brian
Smith and Michele Franklin Smith in that certain Corrective Warranty
Deed made by Travis Brian Smith and Michele Franklin Smith to
Florida Power & Light Company, et al., dated effective as of August
7, 1992, recorded prior to the recording hereof in the Monroe County,
Georgia records; and (f) all matters excepted to or reserved by
Lawson C. Kelly in that certain Corrective Easement For Road (Ingress
and Egress) Plant Scherer Waste Water Discharge made by Lawson C. Kelly
to Florida Power & Light Company, et al., dated effective as of
January 5, 1993, recorded prior to the recording hereof in the Monroe
County, Georgia records.<PAGE>
<PAGE>
EXHIBIT "A"
Unit 4 Tracts
Exhibit "A" consists of this page and the following two (2) pages
entitled: Unit 4 Plant Scherer and Cooling Tower Unit 4, Plant
Scherer.<PAGE>
<PAGE>
EXHIBIT A
UNIT 4, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING at a point coincident with Coordinates N=39,980.00,
E=19.128.00 and running thence in an easterly direction to a point
which is coincident with Coordinates N=39,942.000, E=19,600.00;
running thence in a southerly direction to a point which is
coincident with Coordinates N=39,942.00, E=19,600.00; running thence
in an easterly direction to a point which is coincident with
Coordinates N=39,942.00, E=19,640.00; running thence in a southerly
direction to a point which is coincident with Coordinates
N=39,890.00, E=19,640.00; running thence in an easterly direction to
a point which is coincident with Coordinates N=39,890.00,
E=19,803.00; running thence is a southeasterly direction to a point
which is coincident with Coordinates N=39,870.00, E=20,375.00;
running thence in a southeasterly direction to a point which is
coincident with Coordinates N=39,805.00, coincident with Coordinates
N=39,630.00, E=20,567.00; running thence in a westerly direction to a
point which is coincident with Coordinates N=39,630.00, E=20,372.00;
running thence in a northerly direction to a point which is
coincident with Coordinates N=39,675.00, E=20,372.00; running thence
in a westerly direction to a point which is coincident with
Coordinates N=39,675.00, E=20,282.00; running thence in a southerly
direction to a point which is coincident with Coordinates
N=39,630.00, E=20,282.00; running thence in a westerly direction to a
point which is coincident with Coordinates N=39,630.00, E=19,830.00;
running thence in a northerly direction to a point which is
coincident with Coordinates N=39,655.00, E=19,830.00; running thence
in a westerly direction to a point which is coincident with
Coordinates N=39,655.00, E=19,128.00; running thence in a northerly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer, General
Arrangement, Plant Site," dated February 12, 1976, last revised
September 23, 1982, prepared for the Georgia Power Company by
Southern Services, Inc., bearing Drawing No. EIM 1008, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for Robert W. Scherer
Plant; Georgia Power Company Coordinate, N=400-00, is coincident with
Georgia State Plane Coordinate: West Zone Grid Meridian,
N=1,114.000; Georgia Power Company Coordinate, E=200-00 is coincident
with Georgia State Plane Coordinate: West Zone Grid Meridian,
E=610,000.<PAGE>
<PAGE>
EXHIBIT A
COOLING TOWER
UNIT 4, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being that tract
of land lying within a perfect circle and having a radius of 200
feet, the center point of said perfect circle being coincident with
Coordinates N=40,670.00, E=19,850.00.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer, General
Arrangement, Plant Site," dated February 12, 1976, last revised
September 23, 1982, prepared for the Georgia Power Company by
Southern Services, Inc. bearing Drawing No. EIM 1006, to which
Blueprint of Survey references is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for Robert W. Scherer
Plant; Georgia Power Company Coordinate, N=400-00, is coincident with
Georgia State Plane Coordinate: West Zone Grid Meridian,
N=1,114.000; Georgia Power Company Coordinate, E=200-00 is coincident
with Georgia State Plane Coordinate: West Zone Grid Meridian,
E=610,000.<PAGE>
<PAGE>
EXHIBIT "B"
Exhibit "B" consists of this page and the following two (2)
pages entitled "Common Area Units 3, 4, Plant Scherer" and "Stack
Units 3 and 4, Plant Scherer."<PAGE>
<PAGE>
EXHIBIT B
UNIT 3, 4, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=39,289.00.
E=20,822.00 and running thence in a westerly direction to a point
which point is coincident with Coordinates N=39,289.00, E=19,803.00;
running thence in a northerly direction to a point, which point is
coincident with Coordinates N=39,336.00, E=19,803.00; running thence
in a westerly direction to a point, which point is coincident with
Coordinates N=39,336.00, E=19,715.00; running thence in a southerly
direction to a point, which point is coincident with Coordinates
N=39,289.00, E=19,715.00; running thence in a westerly direction to a
point, which point is coincident with Coordinates N=39,289.00,
E=19,468.00; running thence in a northerly direction to a point,
which point is coincident with Coordinates N=39,425.00, E=19,468.00;
running thence in a westerly direction to a point, which point is
coincident with Coordinates N=39,425.00, E=19,128.00; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=40,119.00, E=19,128.00; running thence in a westerly
direction to a point, which point is coincident with Coordinates
N=40,119.00, E=18,668.00; running thence in a northerly direction to
a point, which point is coincident with Coordinates N=40,509.00,
E=18,668.00; running thence in a northeasterly direction to a point,
which point is coincident with Coordinates N=-40,786.00, E=18,836.00;
running thence in a northerly direction to a point, which point is
coincident with Coordinates N=40,986.00, E=18,840.00; running thence
in a northeasterly direction to a point, which point is coincident
with Coordinates N=41,063.00, E=20,573.00; running thence in a
southerly direction to a point, which point is coincident with
Coordinates N=39,895.00, E=20,567.00; running thence in a
southeasterly direction to a point, which point is coincident with
Coordinates N=39,805.00, E=20,822.00; running thence in an easterly
direction to a point, which point is coincident with Coordinates
N=39,203.00, E=21,207.00; running thence in a southerly direction to
a point, which point is coincident with Coordinates N=39,695.00,
E=21,207.00; running thence in a westerly direction to a point, which
point is coincident with Coordinates N=39,695.00, E=20,822.00;
running thence in a southerly direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer, General
Arrangement, Plant Site," dated February 12, 1976, last revised
September 23, 1982, prepared for the Georgia Power Company by
Southern Services, Inc., bearing Drawing No. EIM 1008, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for Robert W. Scherer
Plant; Georgia Power Company Coordinate, N=400-00, is coincident with
Georgia State Plane Coordinate: West Zone Grid Meridian,
N=1,114.000; Georgia Power Company Coordinate, E=200-00 is coincident
with Georgia State Plane Coordinate: West Zone Grid Meridian,
E=610,000.<PAGE>
<PAGE>
EXHIBIT B
STACK
UNITS 3 AND 4, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING at a point coincident with Coordinates N=39,675.00,
E=20,372.00 and running thence in a southerly direction to a point
which is coincident with Coordinates N=39,630.00, E=20,372.00;
running thence in a southerly direction to a point which is
coincident with Coordinates N=39,590.00, E=20,372.00; running thence
in a westerly direction to a point which is coincident with
Coordinates N=39,590.00, E=20,282.00; running thence in a northerly
direction to a point which is coincident with Coordinates
N=39,630.00, E=20,282.00; running thence in a northerly direction to
a point which is coincident with Coordinates N=39,675.00,
E=20,282.00; running thence in an easterly direction to the Point of
Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer, General
Arrangement, Plant Site," dated February 12, 1976, last revised
September 23, 1982, prepared for the Georgia Power Company by
Southern Services, Inc., bearing Drawing No. EIM 1008, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for Robert W. Scherer
Plant; Georgia Power Company Coordinate, N=400-00, is coincident with
Georgia State Plane Coordinate, E=200-00 is coincident with Georgia
State Plane Coordinate: West Zone Grid Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT "C"
Exhibit "C" consists of this page and the following six (6)
pages which are entitled: "Cooling Tower Unit 3, Plant Scherer,"
"Cooling Tower Unit 4, Plant Scherer," "Fire Protection Building
Units 1, 2, 3, 4, Plant Scherer," "Lighter Oil Tank Units 1, 2, 3, 4,
Plant Scherer," "Unit 3, Plant Scherer" and "Unit 4, Plant Scherer."<PAGE>
<PAGE>
EXHIBIT C
COOLING TOWER
UNIT 3, PLANT SCHERER
THAT TRACT or parcel of land situated, lying and being in the Fifth
District of Monroe County, Georgia, and being that tract of land
lying in a perfect circle and having a radius of 200 feet, the center
point of said perfect circle being coincident with Coordinates
N=40,455.00, E=6,900.00.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer, General
Arrangement, Plant Site," dated February 12, 1976, last revised
September 23, 1982, prepared for the Georgia Power Company by
Southern Services, Inc., bearing Drawing No. EIM 1008, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for Robert W. Scherer
Plant; Georgia Power Company Coordinate, N=400-00, is coincident with
Georgia State Plane Coordinate: West Zone Grid Meridian,
N=1,114,000; Georgia Power Company Coordinate, E=200-00 is coincident
with Georgia State Plane Coordinate: West Zone Grid Meridian,
E=610,000.<PAGE>
<PAGE>
EXHIBIT C
COOLING TOWER
UNIT 4, PLANT SCHERER
THAT TRACT or parcel of land situated, lying and being in the Fifth
District of Monroe County, Georgia, and being that tract of land
lying within a perfect circle and having a radius of 200 feet, the
center point of said perfect circle being coincident with Coordinates
N=40,670.00, E=69,850.00.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer, General
Arrangement, Plant Site," dated February 12, 1976, last revised
September 23, 1982, prepared for the Georgia Power Company by
Southern Services, Inc., bearing Drawing No. EIM 1008, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for Robert W. Scherer
Plant; Georgia Power Company Coordinate, N=400-00, is coincident with
Georgia State Plane Coordinate: West Zone Grid Meridian,
N=1,114,000; Georgia Power Company Coordinate, E=200-00 is coincident
with Georgia State Plane Coordinate: West Zone Grid Meridian,
E=610,000.<PAGE>
<PAGE>
EXHIBIT C
FIRE PROTECTION BUILDING
UNITS 1, 2, 3, 4, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING at a point coincident with Coordinates N=40,075.00,
E=20,200.00 and running thence in a southerly direction to a point
which is coincident with Coordinates N=39,951.10, E=20,200.00;
running thence in a westerly direction to a point which is coincident
with Coordinates N=39,951.10, E=19,860.00; running thence in a
northerly direction to a point which is coincident with Coordinates
N=40,075.00, E=19,860.00; running thence in an easterly direction to
the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer, General
Arrangement, Plant Site," dated February 12, 1976, last revised
September 23, 1982, prepared for the Georgia Power Company by
Southern Services, Inc., bearing Drawing No. EIM 1008, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for Robert W. Scherer
Plant; Georgia Power Company Coordinate, N=400-00, is coincident with
Georgia State Plane Coordinate: West Zone Grid Meridian,
N=1,114,000; Georgia Power Company Coordinate, E=200-00 is coincident
with Georgia State Plane Coordinate: West Zone Grid Meridian,
E=610,000.<PAGE>
<PAGE>
EXHIBIT C
LIGHTER OIL TANK
UNITS 1, 2, 3, 4, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING at a point coincident with Coordinates N=40,629.70,
E=20,524.00 and running thence in a southerly direction to a point
which is coincident with Coordinates N=40,490.00, E=20,524.70;
running thence in a westerly direction to a point which is coincident
with Coordinates N=40,490.00, E=20,385.00; running thence in a
northerly direction to a point which is coincident with Coordinates
N=40,629.70, E=20,385.00; running thence in an easterly direction to
the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer, General
Arrangement, Plant Site," dated February 12, 1976, last revised
September 23, 1982, prepared for the Georgia Power Company by
Southern Services, Inc., bearing Drawing No. EIM 1008, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for Robert W. Scherer
Plant; Georgia Power Company Coordinate, N=400-00, is coincident with
Georgia State Plane Coordinate: West Zone Grid Meridian,
N=1,114,000; Georgia Power Company Coordinate, E=200-00 is coincident
with Georgia State Plane Coordinate: West Zone Grid Meridian,
E=610,000.<PAGE>
<PAGE>
EXHIBIT C
UNITS 3, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING at a point coincident with Coordinates N=39,655.00,
E=19,128.00 and running thence in an easterly direction to a point
which is coincident with Coordinates N=39,655.00, E=19,830.00;
running thence in a southerly direction to a point which is
coincident with Coordinates N=39,630.00, E=19,830.00; running thence
in an easterly direction to a point which is coincident with
Coordinates N=39,630.00, E=20,282.00; running thence in a southerly
direction to a point which is coincident with Coordinates
N=39,590.00, E=20,282.00; running thence in an easterly direction to
a point which is coincident with Coordinates N=39,590.00,
E=20,372.00; running thence in a northerly direction to a point which
is coincident with Coordinates N=39,630.00, E=20,372.00; running
thence in an easterly direction to a point which is coincident with
Coordinates N=39,630.00, E=20,567.00; running thence in a southerly
direction to a point which is coincident with Coordinates
N=39,289.00, E=20,567.00; running thence in a westerly direction to a
point which is coincident with Coordinates N=39,289.00, E=19,803.00;
running thence in a northerly direction to a point which is
coincident with Coordinates N=39,336.00, E=19,803.00; running thence
in a westerly direction to a point which is coincident with
Coordinates N=39,336.00, E=19,715.00; running thence in a southerly
direction to a point which is coincident with Coordinates
N=39,289.00, E=19,715.00; running thence in a westerly direction to a
point which is coincident with Coordinates N=39,289.00, E=19,468.00;
running thence in a northerly direction to a point which is
coincident with Coordinates N=39,425.00, E=19,468.00; running thence
in a westerly direction to a point which is coincident with
Coordinates N=39,425.00, E=19,128.00; running thence in a northerly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer, General
Arrangement, Plant Site," dated February 12, 1976, last revised
September 23, 1982, prepared for the Georgia Power Company by
Southern Services, Inc., bearing Drawing No. EIM 1008, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for Robert W. Scherer
Plant; Georgia Power Company Coordinate, N=400-00, is coincident with
Georgia State Plane Coordinate: West Zone Grid Meridian,
N=1,114,000; Georgia Power Company Coordinate, E=200-00 is coincident
with Georgia State Plane Coordinate: West Zone Grid Meridian,
E=610,000.<PAGE>
<PAGE>
EXHIBIT "C"
UNIT 4, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING at a point coincident with Coordinates N=39,980.00,
E=19,128.00 and running thence in an easterly direction to a point
which is coincident with Coordinates N=39,980.00, E=19,600.00;
running thence in a southerly direction to a point which is
coincident with Coordinates N=39,942.00, E=19,600.00; running thence
in an easterly direction to a point which is coincident with
Coordinates N=39,942.00, E=19,640.00; running thence in a southerly
direction to a point which is coincident with Coordinates
N=39,890.00, E=19,640.00; running thence in an easterly direction to
a point which is coincident with Coordinates N=39,890.00,
E=19,803.00; running thence in a southeasterly direction to a point
which is coincident with Coordinates N=39,870.00, E=20,375.00;
running thence in a southeasterly direction to a point which is
coincident with Coordinates N=39,805.00, E=20,567.00; running thence
in a southerly direction to a point which is coincident with
Coordinates N=39,630.00, E=20,567.00; running thence in a westerly
direction to a point which is coincident with Coordinates
N=39,630.00, E=20,372.00; running thence in a northerly direction to
a point which is coincident with Coordinates N=39,675.00,
E=20,372.00; running thence in a westerly direction to a point which
is coincident with Coordinates N=39,675.00, E=20,282.00; running
thence in a southerly direction to a point which is coincident with
Coordinates N=39,630.00, E=20,282.00; running thence in a westerly
direction to a point which is coincident with Coordinates
N=39,630.00, E=19,830.00; running thence in a northerly direction to
a point which is coincident with Coordinates N=39,655.00,
E=19,830.00; running thence in a westerly direction to a point which
is coincident with Coordinates N=39,655.00, E=19,128.00; running
thence in a northerly direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer, General
Arrangement, Plant Site," dated February 12, 1976, last revised
September 23, 1982, prepared for the Georgia Power Company by
Southern Services, Inc., bearing Drawing No. EIM 1008, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for Robert W. Scherer
Plant; Georgia Power Company Coordinate, N=400-00, is coincident with
Georgia State Plane Coordinate: West Zone Grid Meridian,
N=1,114,000; Georgia Power Company Coordinate, E=200-00 is coincident
with Georgia State Plane Coordinate: West Zone Grid Meridian,
E=610,000.<PAGE>
<PAGE>
EXHIBIT "D"
Plant Scherer Common Facilities,
a/k/a Common Area Tracts
ALL that tract or parcel of land situated, lying and being in the
714th Land District, Monroe County, Georgia and being more
particularly described as follows:
BEGINNING AT A POINT located on the southwesterly right-of-way line
of U.S. Highway No. 23 (as located on April 27, 1978), which point is
coincident with Coordinates X=615.648.47. Y=1.121.930.40; running
thence along the southwesterly right-of-way line of U.S. Highway
No. 23 and following the curvature thereof the following courses and
distances: South 44"46'30" East a distance of 151.68 feet to a
point; South 32"59' East a distance of 360.37 feet to a point; South
33"19' East a distance of 296.67 feet to a point; South 30"18'30"
East a distance of 168.81 feet to a point; South 28"22' East a
distance of 300.02 feet to a point; South 27"02' East a distance of
299.11 feet to a point; South 26"34'30" East a distance of 1.011.79
feet to a point; South 26"22' East a distance of 204.18 feet to a
point; South 26"43'30" East a distance of 662.78 feet to a point;
South 26"32'30" East a distance of 302.28 feet to a point on the
southwesterly right-of-way line of U.S. Highway No. 23, which point
is coincident with Coordinates X=617,474.67, Y=1,118,605.98; thence
leaving said right-of-way line and running South 70"30' West a
distance of 234.68 feet to a point; running thence South 67"19' West
a distance of 623.80 feet to a point; running thence South 60"24'
West a distance of 48.48 feet to a point; running thence South 26"02'
West a distance of 55.60 feet to a point; running thence South 22"05'
West a distance of 1,230.27 feet to a point; running thence South
22"59' West a distance of 549.06 feet to a point, which point is
coincident with Coordinates X=615,934.48, X=1,116,567.60; running
thence South 80"50'30" East a distance of 220.15 feet to a point;
running thence South 22"07'30" East a distance of 639.44 feet to a
point; running thence South 87"44'30" West a distance of 111.39 feet
to a point, which point is coincident with Coordinates X=616,281.38,
Y=1,115,935.82; running thence due South a distance of 2,643.04 feet
to a point; running thence South 02"42' East a distance of 349.58
feet to a point, which point is coincident with Coordinates
X=616,297.87, Y=1,112,943.59; running thence South 88"26' East a
distance of 277.16 feet to a point; running thence North 85"04' East
a distance of 277.16 feet to a point; running thence North 85"04'
East a distance of 104.70 feet to a point; running thence North
80"55'30" East a distance of 1,999.04 feet to a point, which point is
coincident with Coordinates Y=618,678.27, Y=1,112,947.75; running
thence South 01"24' East a distance of<PAGE>
<PAGE>
736.66 feet to a point; running thence North 86"13'30" East a
distance of 700.00 feet to a point; running thence South 01"40'30"
East a distance of 700.00 feet to a point; which point is coincident
with Coordinates X=619,415.22, Y=1,111,557.68; running thence South
89"09'30" East a distance of 411.28 feet to a point; running thence
North 89"30'30" East a distance of 378.91 feet to a point; running
thence South 86"19' East a distance of 873.62 feet to a point;
running thence North 87"59'30" East a distance of 879.46 feet to a
point, which point is coincident with Coordinates X=621,956.10,
Y=1,111,528.84; running thence South 44"40' East a distance of 707.32
feet to a point; running thence North 55"42' East a distance of
245.33 feet to a point; running thence North 55"42' East a distance
of 45.38 feet to a point located on the southwesterly right-of-way
line of U.S. Highway No. 23, which point is coincident with
Coordinates X=622,726.52, Y=1,111,212.14; running thence along the
southwesterly right-of-way line of U.S. Highway No. 23 and following
the curvature thereof the following courses and distances: South
33"18'30" East a distance of 2,764.45 feet to a point; South 33"17'
East a distance of 1,236.96 feet to a point; South 32"38' East a
distance of 267.14 feet to a point; South 30"58'30" East a distance
of 302.73 feet to a point; South 29"53'30" East a distance of 200.00
feet to a point; South 28"36" East a distance of 197.37 feet to a
point: South 27"06' East a distance of 1,139.54 feet to a point;
South 30"35' East a distance of 145.38 feet to a point; South
33"48'30" East a distance of 147.63 feet to a point; South 36"24'
East a distance of 148.34 feet to a point; South 39"08' East a
distance of 153.72 feet to a point; South 41"43' East a distance of
740.27 feet to a point located on the southwesterly right-of-way line
of U.S. Highway No. 23, which point is coincident with Coordinates
X=626,770.28, Y=1,104,983.07; running thence North 43"00' East a
distance of 1,280.88 feet to a point; running thence North 53"00'
East a distance of 1,713.88 feet to a point; running thence North
43"00' East a distance of 401.64 feet to a point; running thence
North 58"00' East a distance of 615.24 feet to a point; running
thence North 23"00' East a distance of 676.11 feet to a point;
running thence North 66"13'30" West a distance of 1,200.30 feet to a
point, which point is coincident with Coordinates X=628,874.72,
Y=1,108,272.41; running thence North 03"46'30" East a distance of
1,000.00 feet to a point, which point is coincident with Coordinates
X=628,940.54, Y=1,109,270.25; running thence South 66"13'30" East a
distance of 1,168.33 feet to a point; running thence South 86"13'30"
East a distance of 192.75 feet to a point running thence South
36"13'30" East a distance of 777.22 feet to a point; running thence
South 86"13'30" East 375.79 feet, more or less, to the East bank of
the Ocmulgee River; running thence along the East bank of the
Ocmulgee River in a generally southerly direction 1,033.15 feet, more
or less, to a point on said East bank of the Ocmulgee River where a
line bearing North 36"13'30" West from a point (hereinafter called
"Point A") which is coincident with Coordinates X=631,412.72,
Y=1,108,105.00<PAGE>
<PAGE>
intersects said East bank; running thence to a point which is located
North 86"13'30" West a distance of 421.96 feet from Point A; running
thence North 86"13'30" West a distance of 150.56 feet to a point;
running thence North 86"13'30" West a distance of 77.30 feet to a
point; running thence South 23"00' West a distance of 815.56 East to
a point; running thence South 58"00' West a distance of 653.80 feet
to a point; running thence South 43"00' West a distance of 392.36
feet to a point; running thence South 53"00' West a distance of
1,713.88 feet to a point; running thence South 43"00' West a distance
of 1,281.90 feet to a point, which point is coincident with
Coordinates X=626,910.62, Y=1,104,825.66; running thence South 41"43'
East a distance of 1,940.88 feet to a point; running thence South
38"37'30" East a distance of 238.72 feet to a point; running thence
South 32"01'30" East a distance of 200.90 feet to a point; running
thence South 25"24' East a distance of 194.48 feet to a point;
running thence South 18"58' East a distance of 233.04 feet to a
point; running thence South 12"48' East a distance of 194.87 feet to
a point; running thence South 10"15' East a distance of 1,171.32 feet
to a point; running thence South 09"44' East a distance of 199.47
feet to a point, which point is coincident with Coordinates
X=628,902.19, Y=1,101,084.78; running thence North 89"22'30" West a
distance of 776.58 feet to a point; running thence South 02"07' West
a distance of 1,166.65 feet to a point; running thence South 62"16'
East a distance of 88.63 feet to a point; running thence North
72"33'30" East a distance of 114.08 feet to a point; running thence
South 44"08' East a distance of 106.18 feet to a point, which point
is coincident with Coordinates X=628,343.76, Y=1,099,844.12; running
thence South 68"09'30" West a distance of 578.25 feet to a pointer
running thence South 64"30'30" West a distance of 159.57 feet to a
point; running thence south 54"01' West a distance of 171.78 feet to
a point; running thence South 44"50'30" West a distance of 200.09
feet to a point; running thence South 42"59' West a distance of
200.00 feet to a point; running thence South 42"33' West a distance
of 200.01 feet to a point; running thence South 42"36' West a
distance of 227.90 feet to a point; running thence South 45"52' West
a distance of 166.85 feet to a point; running thence South 56"25'
West a distance of 166.72 feet to a point; running thence South
73"46' West a distance of 189.39 feet to a point; running thence
South 88"02' West a distance of 166.93 feet to a point; running
thence North 77"02' West a distance of 202.74 feet to a point;
running thence North 66"44'30" West a distance of 1,288.34 feet to a
point; running thence North 63"33' West a distance of 253.46 feet to
a point; running thence North 61"32'30" West a distance of 257.80
feet to a point; running thence North 59"42' West a distance of
248.94 feet to a point; running thence North 56"42'30" West a
distance of 247.23 feet to a point; running thence North 53"10'30"
West a distance of 198.47 feet to a point; running thence North 49"0'
West a distance of 207.90 feet to a point, which point is coincident
with Coordinates X=623,782.34, Y=1,099,899.16; running thence North<PAGE>
<PAGE>
04"29'30" West a distance of 947.21 feet to a point, which point is
coincident with Coordinates X=623,708.19, Y=1,100,843.46; running
thence North 89"34'30" West a distance of 464.40 feet to a point;
running thence South 55"12'30" West a distance of 76.84 feet to a
point; running thence North 89"37'30" East a distance of 132.09 feet
to a point; running thence North 89"37'30" East a distance of 81.51
feet to a point; running thence South 57"26'30" East a distance of
139.70 feet to a point, which point is coincident with Coordinates
X=623,147.49, Y=1,100,271.52; running thence North 88"37' West a
distance of 207.87 feet to a point; running thence South 79"39' West
a distance of 148.67 feet to a point; running thence South 73"35'30"
West a distance of 207.45 feet to a point; running thence South
79"24'30" West a distance of 237.20 feet to a point; running thence
South 85"22'30" West a distance of 194.55 feet to a point; running
thence South 89"33' West a distance of 206.13 feet to a point;
running thence North 86"33' West a distance of 200.00 feet to a
point; running thence North 85"58'30" West a distance of 800.04 feet
to a point; running thence North 84"27' West a distance of 189.52
feet to a point; running thence North 70"45'30" West a distance of
191.82 feet to a point; running thence North 57"14'30" West a
distance of 192.64 feet to a point; running thence North 53"32' West
a distance of 63.12 feet to a point; running thence North 46"56' West
a distance of 200.11 feet to a point; running thence North 47"52'
West a distance of 205.51 feet to a point; running thence North
55"10'30" West a distance of 104.52 feet to a point; running thence
North 63"54' West a distance of 200.42 feet to a point; running
thence North 64"04'30" West a distance of 220.63 feet to a point;
running thence North 51"47' West a distance of 190.94 feet to a
point; running thence North 42"38'30" West a distance of 422.11 feet
to a point; running thence North 54"17' West a distance of 197.12
feet to a point; running thence North 75"57'30" West a distance of
209.78 feet to a point; running thence North 87"18' West a distance
of 286.70 feet to a point; running thence South 88"22' West a
distance of 278.86 feet to a point; running thence South 42"51' West
a distance of 215.01 feet to a point; running thence South 75"06'30"
West a distance of 203.48 feet to a point; running thence South
72"48'30" West a distance of 191.52 feet to a point; running thence
South 86"25' West a distance of 92.36 feet to a point; running thence
North 81"48' West a distance of 118.09 feet to a point; running
thence North 67"43'30" West a distance of 89.83 feet to a point;
running thence North 61"25'30" West a distance of 100.18 feet to a
point; running thence North 65"07'30" West a distance of 331.37 feet
to a point; running thence North 69"24'30" West a distance of 203.38
feet to a point; running thence North 71"58'30" West a distance of
400.00 feet to a point; running thence North 73"02' West a distance
of 334.13 feet to a point, which point is coincident with Coordinates
X=616,180.24 and Y=1,101,888.39; running thence North 72"39'30" West
a distance of 300.76 feet to a point; running thence North 73"08'
West a distance of 200.00 feet to a point; running thence North
73"30" West a distance of 273.23 feet<PAGE>
<PAGE>
to a point; running thence North 77"46'30" West a distance of 156.30
feet to a point; running thence North 85"47' West a distance of
161.47 feet to a point; running thence South 85"34' West a distance
of 187.94 feet to a point; running thence South 78"05'30" West a
distance of 137.65 feet to a point; running thence South 69"18'30"
West a distance of 107.00 feet to a point; running thence South
66"48' West a distance of 700.00 feet to a point; running thence
South 66"42'30" West a distance of 966.82 feet to a point; running
thence South 72"54' West a distance of 197.43 feet to a point;
running thence South 78"18'30" West a distance of 100.50 feet to a
point; running thence South 82"45'30" West a distance of 129.82 feet
to a point; running thence North 89"50' West a distance of 169.44
feet to a point; running thence North 82"35' West a distance of
200.14 feet to a point; running thence North 79"26' West a distance
of 200.03 feet to a point; running thence North 79"31' West a
distance of 268.56 feet to a point; running thence North 79"47' West
a distance of 181.20 feet to a point; running thence North 78"36'30"
West a distance of 200.05 feet to a point; running thence North
80"02'30" West a distance of 223.16 feet to a point; running thence
North 81"56'30" West a distance of 203.36 feet to a point, which
point is coincident with Coordinates X=611,082.03, Y=1,101,560.81;
running thence North 02"02'30" East a distance of 409.54 feet to a
point; running thence North 87"59'30" West a distance of 200.20 feet
to a point; running thence North 02"00'30" East, a distance of 160.00
feet to a point; running thence North 87"59'30" West a distance of
230.00 feet to a point; running thence North 18"28'30" East a
distance of 230.00 feet to a point; running thence North 09"32'30"
West a distance of 170.00 feet to a point; running thence North
04"06' West a distance of 11.55 feet to a point; running thence North
88"26' West a distance of 750.61 feet to a point, which point is
coincident with Coordinates X=609,965.88, Y=1,102,562.96; running
thence South 01"15'30" West a distance of 1,002.69 feet to a point;
running thence South 89"25' West a distance of 340.75 feet to a
point; running thence North 81"59'30" West a distance of 212.42 feet
to a point; running thence North 75"17' West a distance of 207.55
feet to a point; running thence North 67"30'30" West a distance of
307.59 feet to a point; running thence North 64"45' West a distance
of 310.10 feet to a point; running thence North 71"35'30" West a
distance of 348.37 feet to a point; running thence North 77"21' West
a distance of 304.91 feet to a point; running thence North 33"05'30"
West a distance of 1987.76 feet to a point; running thence North
83"48'30" West a distance of 334.79 feet to a point, which point is
coincident with Coordinates X=607,469.13, Y=1,102.135.43; running
thence North 00"13' East a distance of 662.73 feet to a point;
running thence North 86"02' West a distance of 449.85 feet to a
point, which point is coincident with Coordinates X=607,022.06,
Y=1,102,804.60; running thence South 01"20'30" West a distance of
631.41 feet to a point; running thence North 84"13' West a distance
of 306.38 feet to a point; running thence North<PAGE>
<PAGE>
85"20'30" West a distance of 200.40 feet to a point; running thence
North 84"58' West a distance of 247.36 feet to a point, which point
is coincident with Coordinates X=606,256.33, Y=1,102,242.22; running
thence North 15"31'30" East a distance of 289.93 feet to a point;
running thence North 89"51'30" West a distance of 479.51 feet to a
point; running thence North 00"52' East a distance of 1,859.88 feet
to a point, which point is coincident with Coordinates X=605,885.53,
Y=1,104,257.43; running thence North 86"40' West a distance of
1,456.79 feet to a point; running thence South 00"04' East a distance
of 1,405.92 feet to a point; running thence South 01"37' West a
distance of 191.35 feet to a point, which point is coincident with
Coordinates X=604,427.42, Y=1,102,744.85; running thence North 89"47'
West a distance of 180.23 feet to a point; running thence North
89"47' West a distance of 2,625.72 feet to a point, which point is
coincident with Coordinates X=601,621.49, Y=1,102,755.41; running
thence North 03"11'30" East a distance of 1,609.62 feet to a point;
running thence North 86"48'30" West a distance of 1,499.95 feet to a
point, which point is coincident with Coordinates X=600,213.47,
Y=1,104,446.13; running thence North 03"12' East a distance of
1,499.87 feet to a point; running thence North 86"48' West a distance
of 2,118.21 feet to a point, which point is coincident with
Coordinates X=598,182.31, Y=1,106,061.79; running thence North
00"32'30" East a distance of 2,667.47 feet to a point; running thence
North 00"32'30" East a distance of 46.00 feet to a point; running
thence North 00"32'30" East a distance of 606.16 feet to a point,
which point is coincident with Coordinates X=598,213.90,
Y=1,109,381.27; running thence North 89"27'30" West a distance of
208.10 feet to a point; running thence North 89"27'30" West a
distance of 636.98 feet to a point; running thence North 05"18'30"
West a distance of 159.18 feet to a point, which point is coincident
with Coordinates X=597,354.12, Y=1,109,547.80; running thence North
86"38' West a distance of 445.55 feet to a point; running thence
South 02"29' East a distance of 561.46 feet to a point; running
thence South 02"29' East a distance of 417.56 feet to a point, which
point is coincident with Coordinates X=596,951.83, Y=1,108,595.85;
running thence South 59"44'30" West a distance of 484.65 feet to a
point; running thence South 70"47'30" West a distance of 542.98 feet
to a point; running thence South 78"34'30" West a distance of 816.34
feet to a point; running thence South 72"48' West a distance of
146.60 feet to a point; running thence South 52"26' West a distance
of 433.46 feet to a point; running thence South 40"71'30" West a
distance of 593.41 feet to a point, which point is coincident with
Coordinates X=594,161.39, Y=1,107,192.28; running thence North
00"42'30" West a distance of 1,016.97 feet to a point; running thence
North 00"06' East a distance of 549.53 feet to a point; running
thence North 00"21'30" East a distance of 295.44 feet to a point,
which point is coincident with Coordinates X=594,151.87,
Y=1,109,054.15; running thence North 57"24' West a distance of 57.01
feet to a point; running thence North 89"09' West a distance of
335.74 feet to a point; running<PAGE>
<PAGE>
thence South 89"40'30" West a distance of 112.28 feet to a point;
running thence south 00"19'30" East a distance of 30.00 feet to a
point, which point is coincident with Coordinates X=593,646.04,
Y=1,109,059.18; running thence South 89"40'30" West a distance of
2,332.14 feet to a point; running thence North 89"47'30" West a
distance of 1,600.00 feet to a point, which point is coincident with
Coordinates X=589,723.98, Y=1,109,051.57; running thence North 01"43'
East a distance of 1,300.00 feet to a point; running thence North
01"43' East a distance of 1,884.18 feet to a point; running thence
North 01"43' East a distance of 98.71 feet to a point, which point is
coincident with Coordinates X=589,822.04, Y=1,112,332.99; running
thence South 79"29' West a distance of 143.72 feet to a point;
running thence South 82"28' West a distance of 919.83 feet to a
point; running thence South 79"40' West a distance of 26.33 feet to a
point, which point is coincident with Coordinates X=588,742.93, and
Y=1,112,181.46; running thence due North a distance of 3,932.11 feet
to a point; which point is coincident with Coordinates X=588,742.93,
Y=1,116,113.57; running thence due East a distance of 4,033.18 feet
to a point; running thence due East a distance of 109.25 feet to a
point; running thence North 89"58'30" East a distance of 1,329.05
feet to a point; running thence South 89"23' East a distance of
1,565.25 feet to a point; running thence South 89"23' East a distance
of 1,237.46 feet to a point, which point is coincident with
Coordinates X=597,017.02, Y=1,116,084.25; running thence North 00"17'
East a distance of 2,964.31 feet to a point, which point is
coincident with Coordinates X=597,049.12, Y=1,119,048.39; running
thence South 89"46'30" East a distance of 1,531.36 feet to a point;
running North 00"13'30" East a distance of 200.00 feet to a point;
running thence South 89"43'30" East a distance of 299.91 feet to a
point; running thence South 89"44'30" East a distance of 278.13 feet
to a point; running thence South 89"47' East a distance of 1,146.31
feet to a point, which point is coincident with Coordinates
X=600,305.59, Y=1,119,235.25; running thence North 00"29'30" East a
distance of 2,595.06 feet to a point, which point is coincident with
Coordinates X=600,327.69, Y=1,121,830.21; running thence South
89"38'30" East a distance of 161.46 feet to a point; running thence
South 40"59' East a distance of 120.30 feet to a point; running
thence South 46"14'30" East a distance of 131.03 feet to a point;
running thence South 48"48'30" East a distance of 372.68 feet to a
point; running thence South 89"38'30" East a distance of 60.87 feet
to a point; running thence South 89"38'30" East a distance of 580.10
feet to a point; running thence North 00"21'30" East a distance of
424.03 feet to a point, which point is coincident with Coordinates
X=601,586.73, Y=1,121,822.33; running thence South 89"38'30" East a
distance of 1,667.22 feet to a point; running thence South 01"17'
West a distance of 986.51 feet to a point; running thence North
59"22' East a distance of 1,264.62 feet to a point, which point is
coincident with Coordinates X=604,320.00, Y=1,121,470.00; running
thence North 36"38' East a distance of 1,828.69 feet to a point,
which point<PAGE>
<PAGE>
is coincident with Coordinates X=605,411.18, Y=1,122,937.46; running
thence in a northeasterly direction along the art of a curve to the
right (said curve having a radius of 888.50 feet) a distance of
889.81 feet to a point; running thence in a northeasterly direction
along the arc of a curve to the right (said curve having a radius of
888.50 feet), a distance of 167.47 feet to a point; running thence
South 75"11' East a distance of 64.31 feet to a point; running thence
in a southeasterly direction along the arc of a curve to the right
(said curve having a radius of 636.61 feet) a distance of 402.08 feet
to a point, which point is coincident with Coordinates X=606,745.50,
Y=1,123,034.98; running thence South 39"00' East a distance of 116.18
feet to a point; running thence North 61"14'30" East a distance of
155.02 feet to a point; running thence south 04"15' East a distance
of 135.04 feet to a point; running thence South 04"44' East a
distance of 206.55 feet to a point; running thence South 35"51' East
a distance of 131.32 feet to a point; running thence South 41"53'30"
East a distance of 200.04 feet to a point; running thence South
41"36'30" East a distance of 200.02 feet to a point; running thence
South 46"45'30" East a distance of 420.57 feet to a point; running
thence South 83"20' East a distance of 13.17 feet to a point; running
thence South 88"53' East a distance of 209.98 feet to a point;
running thence south 89"26' East a distance of 450.52 feet to a
point; running thence North 89"22' East a distance of 180.04 feet to
a point; running thence South 89"36'30" East a distance of 96.00 feet
to a point; running thence South 84"07' East a distance of 79.48 feet
to a point; running thence South 80"00'30' East a distance of 133.04
feet to a point; running thence South 70"57'30" East a distance of
76.79 feet to a point; running thence South 65"13'30" East a distance
of 647.42 feet to a point; running thence South 68"36' East a
distance of 176.61 feet to a point, which point is coincident with
Coordinates X=609,771.38, Y=1,121,407.62; running thence South 72"10'
East a distance of 165.47 feet to a point; running thence South
56"55'30" East a distance of 163.74 feet to a point; running thence
South 64"03'30" East a distance of 129.85 feet to a point; running
thence South 77"11' East a distance of 103.65 feet to a point;
running thence South 81"48'30' East a distance of 167.26 feet to a
point; running thence South 33"02'30" East a distance of 282.86 feet
to a point; running thence North 86"19'30" East a distance of 302.40
feet to a point; running thence North 83"54' East a distance of
212.06 feet to a point; running thence North 69"45' East a distance
of 97.18 feet to a point; running thence North 47"07' East a distance
of 102.27 feet to a point; running thence North 28"27' East a
distance of 105.84 feet to a point; running thence North 31"17' East
a distance of 313.36 feet to a point; running thence North 63"23'30"
East a distance of 118.48 feet to a point; running thence North
67"09' East a distance of 135.00 feet to a point; running thence
North 88"10'30' East a distance of 150.88 feet to a point; running
thence South 00"24'30" West a distance of 525.12 feet to a point,
which point is coincident with Coordinates X=611,942.15,<PAGE>
<PAGE>
Y=1,121,251.87; running thence South 88"23'30" East a distance of
420.06 feet to a point; running thence North 00"45' East a distance
of 104.58 feet to a point; running thence South 88"35'30" East a
distance of 209.60 feet to a point; running thence North 88"41' East
a distance of 210.00 feet to a point; running thence North 00"43'30"
East a distance of 420.00 feet to a point, which point is coincident
with Coordinates X=612,788.21, Y=1,121,764.30; running thence North
89"52' East a distance of 626.85 feet to a point; running thence
North 79"48'30" East a distance of 74.81 feet to a point; running
thence North 83"16' East a distance of 319.34 feet to a point;
running thence South 77"55'30" East a distance of 143.82 feet to a
point; running thence North 88"38' East a distance of 860.33 feet to
a point; running thence South 86"53'30" East a distance of 439.97
feet to a point; running thence South 68"23'30" East a distance of
169.19 feet to a point; running thence South 53"02' East a distance
of 374.11 feet to a point, which point is coincident with Coordinates
X=615,702.08, Y=1,121,495.65; running thence North 13"05'30" East a
distance of 106.59 feet to a point; running thence North 31"30'30"
West a distance of 268.21 feet to a point; running thence North
31"24' East a distance of 199.80 feet to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer, a Plat of
Project Boundary and Road & Gas Line Relocation, Fifth Land District,
Monroe County, Georgia", dated April 27, 1978, prepared for Georgia
Power Company, Land Department by Hugh W. Mercer, Jr., Georgia
Registered Land Surveyor No. 1890, bearing Drawing No. X=154-3, to
which Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia State Plane Coordinate Systems: West Zone Grid Meridian.
Together with the Plant Scherer Waterway Discharge Pipeline tract:
Burch Tract:
All that tract of parcel of land situate, lying and
being in Land Lot 173 of the 5th Land District of
Monroe County, Georgia, being known and designated
as Parcel 6-A-10-A, containing 13.83 acres of land,
on that certain plat of survey entitled "Plant
Scherer Additional Property Wastewater Discharge"
dated June 9, 1992, and revised August 3, 1992,
prepared by Mercer Land Surveying, Inc., which plat
is recorded in Plat Book 18, page 111, in the Office
of the clerk of the Superior Court of Monroe County,
Georgia, and is by reference incorporated herein and
made a part of this<PAGE>
<PAGE>
description.
This is a portion of the identical property conveyed
to Harry Lee Burch, III and Jennifer Christine Burch
by Warranty Deed from Southern Land & Lumber Company
dated August 7, 1991, and recorded in Deed Book 350,
page 214, in the Office of the Clerk of the Superior
Court of Monroe County, Georgia.
Together with a non-exclusive, perpetual easement
sixty (60) feet in width for ingress and egress to
Georgia Highway Number 87, as shown on a plat
recorded in Plat Book 17, page 93, said Clerk's
Office.
Patton Tract:
All that tract or parcel of land situate, lying and
being in Land Lot 173 and 176 of the 5th Land
District of Monroe County, Georgia, being known and
designated as Lot 11, containing 11.53 acres of
Land, on that certain plat of survey entitled "Plant
Scherer Additional Property Wastewater Discharge"
dated June 9, 1992, and revised August 3, 1992,
prepared by Mercer Land Surveying, Inc., which plat
is recorded in Plat Book 18, page 111, in the Office
of the Clerk of the Superior Court of Monroe County,
Georgia, and is by reference incorporated herein and
made a part of this description.
This is the identical property conveyed to Pat
Patton by Warranty Deed from Southern Pine
Plantations, Inc., dated December 28, 1991, and
recorded in Deed Book 361, page 111, in the Office
of the Clerk of the Superior Court of Monroe County,
Georgia.<PAGE>
<PAGE>
Together with the Corrective Easement for Road given
by Lawson C. Kelly to Georgia Power Company
effective as of January 5, 1993, to be recorded in
the aforesaid Clerk's Office.
Together with a perpetual non-exclusive easement for
ingress and egress in utilities over, across and
through the 60-foot wide Existing Private Road &
Subdivision Access Easement and the 30-foot wide
Private Road & Subdivision Access Easement, both of
which are shown on the above referred to plant,
subject, however, to the Common Property Maintenance
Agreement for River Mill Plantation dated April 2,
1991, and recorded in Deed Book 352, page 110, said
Clerk's Office.
Together with a perpetual non-exclusive easement for
ingress and egress over the existing driveway which
serves Lots 7, 8, 9 and 10 of River Mill Plantation,
as shown on plat recorded in Plat Book 17, page 172
and 173, said Clerk's Office; the centerline of said
driveway being shown on said plat and extends from
the 30 foot Private Road & Subdivision Access
Easement in a Westerly and then Southwesterly
direction through Lots 7, 8, 9 and 10 to the above
described Lot 11.
Smith Tract:
All that tract or parcel of land situate, lying and
being in Land Lot 173 of the 5th Land district of
Monroe County, Georgia, being known and designated
as Parcel 6-A-8, containing 5.00 acres of land and
Parcel 6-A-9-A, containing 6.51 acres of land, on
that certain plat of survey entitled "Plant Scherer
Additional Property Wastewater Discharge" dated June
9, 1992, and revised August 3, 1992, prepared by
Mercer Land Surveying, Inc., which plat is recorded
in Plat Book 18, page 111, in the Office of the
Clerk of the Superior Court of Monroe County,
Georgia, and is by reference incorporated herein and
made a part of this description.
This is a portion of the identical property conveyed
to Travis Brian Smith and Michele Franklin Smith by
Warranty Deed from Southern Land & Lumber Company
filed for record August 5, 1991, and recorded in
Deed Book 349, page 280, in the Office of the Clerk
of the Superior Court of Monroe County, Georgia.<PAGE>
<PAGE>
Weaver Tract:
All that tract or parcel of land situate, lying and
being in Land Lots 172 and 173 of the 5th Land
District of Monroe County, Georgia, being known and
designated as Parcel 6-A-5, containing 5.00 acres of
land, Parcel 6-A-6, containing 5.00 acres of land,
and Parcel 6-A-7, containing 5.00 acres of land, on
that certain plat of survey entitled "Plant Scherer
Additional Property Wastewater Discharge" dated June
9, 1992, and revised August 3, 1992, prepared by
Mercer Land Surveying, Inc., which plat is recorded
in Plat book 18, page 111, in the Office of the
Clerk of the Superior Court of Monroe County,
Georgia, and is by reference incorporated herein and
made a part of this description.
This is the identical property conveyed to Luther F.
Weaver and Flora W. Weaver by Warranty Deed from
Southern Land & Lumber Company dated July 22, 1991,
and recorded in Deed book 349, page 34, in the
Office of the Clerk of the Superior Court of Monroe
County, Georgia.<PAGE>
<PAGE>
LESS AND EXCEPT from the foregoing parcel/the following tracts:
TRACT 1:
Units 1 and 2 Site, as described in Exhibit D-1 attached hereto and
made a part hereof, there being excluded from said Units 1 and 2
Site, but included within the foregoing parcel the following parcels
which are described in the respective exhibits designated following
the names of such parcels, the same being incorporated herein by
reference:
Parcel A: Fire Protection Building and Storage Tanks, Units 1 and 2.
Plant Scherer, as described on Exhibit D-2 attached hereto and made a
part hereof;
Parcel B: Water Treatment Building and Storage Tanks, Units 1 and 2.
Plant Scherer, as described on Exhibit D-3 attached hereto and made a
part hereof;
Parcel C: Lighter Oil Storage Facility, Units 1 and 2. Plant
Scherer, as described on Exhibit D-4 attached hereto and made a part
hereof;
Parcel D: Turbine Lubricating Oil Storage Facility, Units 1 and 2.
Plant Scherer, as described on Exhibit D-5 attached hereto and made a
part hereof;
Parcel E: Hydrogen and Nitrogen Bulk Storage Facility, Units 1 and
2. Plant Scherer, as described on Exhibit D-6 attached hereto and
made a part hereof.
Parcel F: Start Up Boilers, Plant Scherer, as described on Exhibit
D-7 attached hereto and made a part hereof, but only to the extent
that the same lie within the boundaries of the Units 1 and 2 Site,
Plant Scherer.
TRACT II:
Units 3 and 4 Site, as described in Exhibit D-8 attached hereto and
made a part hereof, there being excluded from said Units 3 and 4
Site, but included within the foregoing parcel the following parcels
which are described in the respective exhibits designated following
the names of such parcels, the same being incorporated herein by
reference:
Parcel A: Fire Protection Building and Storage Tanks, Units 3 and 4.
Plant Scherer, as described on Exhibit D-9 attached hereto and made
part hereof;<PAGE>
<PAGE>
Parcel B: Lighter Oil Storage Facility, Units 3 and 4, Plant
Scherer, as described on Exhibit D-10 attached hereto and made a part
hereof;
Parcel C: Start Up Boilers, Plant Scherer, as described on Exhibit
D-11 attached hereto and made a part hereof, but only to the extent
that the same lie within the boundaries of the Units 3 and 4 Site
Plant Scherer.
TRACT III:
Combustion Turbine, Plant Scherer, as described in Exhibit D-12
attached hereto and made a part hereof.
TRACT IV:
Training Building, Plant Scherer, as described in Exhibit D-13
attached hereto and hereby made a part hereof.
TRACT V:
Skills Development Center Tract, Plant Scherer, as described in
Exhibit D-14 attached hereto and made a part hereof.
TRACT VI:
Microwave Tower, Plant Scherer, as described in Exhibit D-15 attached
hereto and made a part hereof.
TRACT VII:
A .44 acre tract described in Option from Georgia Timberlands, Inc.
to Georgia Power Company recorded in Deed Book 98; page 93, aforesaid
records. No deed is found on record in favor of Georgia Power
Company and the property is now titled in the name of Buckeye
Cellulose Corporation by virtue of a deed recorded in Deed Book 168,
page 53, aforesaid records.
TRACT VIII:
A .038 acre tract deeded to Joseph C. Starr and Virginia C. Starr
recorded in Deed Book 105, page 771, aforesaid records.<PAGE>
<PAGE>
EXHIBIT D-1
UNITS 1 AND 2 SITE
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=38,221.00,
E=18,520.00 and running thence in a northeasterly direction to a
point, which point is coincident with Coordinates N=38,625.00,
E=19,145.00; running thence in a northerly direction to a point,
which point is coincident with Coordinates N=39,230.00, E=19,140.00;
running thence in an easterly direction to a point, which point is
coincident with Coordinates N=39,230.00, E=19,480.00; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=39,289.00, E=19,468.00; running thence in an easterly
direction to a point, which point is coincident with Coordinates
N=39,289.00, E=20,822.00; running thence in a southerly direction to
a point, which point is coincident with Coordinates N=38,889.00,
E=20,822.00; running thence in an easterly direction to a point,
which point is coincident with Coordinates N=38,889.00, E=21,211.00;
running thence in a southerly direction to a point, which point is
coincident with Coordinates N=38,819.00, E=21,211.00; running thence
in a westerly direction to a point, which point is coincident with
Coordinates N=38,819.00, E=20,862.00; running thence in a
southwesterly direction to a point, which point is coincident with
Coordinates N=38,732.00, E=20,562.00; running thence in a southerly
direction to a point, which point is coincident with Coordinates
N=37,555.00, E=20,562.00; running thence in a southwesterly direction
to a point, which is coincident with Coordinates N=37,250.00,
E=19,675.00; running thence in a northwesterly direction to the Point
of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for Robert W. Scherer
Plant. Georgia Power Company Coordinate, N=400+00, is coincident
with Georgia State Plane Coordinate: West Zone Grid Meridian,
N=1,114,000; Georgia Power Company Coordinate, E=200+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT D-2
FIRE PROTECTION BUILDING AND STORAGE TANKS,
UNITS 1 AND 2, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=38,640.00,
E=20,303.00 and running thence in a southerly direction to a point,
which point is coincident with Coordinates N=38,530.00, E=20,303.00;
running thence in a westerly direction to a point, which point is
coincident with Coordinates N=38,530.00, E=19,860.00; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=38,640.00, E=19,860.00; running thence in an easterly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400-00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate E=200-00 is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT D-3
WATER TREATMENT BUILDING AND ASSOCIATED TANKS
UNITS 1 AND 2, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=38,450.00,
E=20,260.00 and running thence in a southerly direction to a point,
which point is coincident with Coordinates N=38,195.00, E=20,260.00;
running thence in a westerly direction to a point, which point is
coincident with Coordinates N=38,195.00, E=19,830.00; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=38,450.00, E=19,830.00; running thence in an easterly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00 is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT D-4
LIGHTER OIL STORAGE FACILITY
UNITS 1 AND 2, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=38,120.00,
E=20,479.39 and running thence in a southerly direction to a point,
which point is coincident with Coordinates N=37,990.00, E=20,479.39;
running thence in a westerly direction to a point, which point is
coincident with Coordinates N=37,990.00, E=20,360.00; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=38,120.00, E=20,360.00; running thence in an easterly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate E=200-00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT D-5
TURBINE LUBRICATING OIL STORAGE FACILITY,
UNITS 1 AND 2, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=38,516.00,
E=19,410.00; and running thence in a southerly direction to a point,
which point is coincident with Coordinates N=38,442.50, E=19,410.00;
running thence in a westerly direction to a point, which point is
coincident with Coordinates N=38,442.50, E=19,338.67; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=38,516.00, E=19,338.67; running thence in an easterly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian N=1,114,000; Georgia Power Company Coordinate E=200+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT D-6
HYDROGEN AND NITROGEN BULK STORAGE FACILITY,
UNITS 1 AND 2, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=38,310.50,
E=19,412.00; and running thence in a southerly direction to a point,
which point is coincident with Coordinates N=38,195.50, E=19,412.00;
running thence in a westerly direction to a point, which point is
coincident with Coordinates N=38,195.50, E=19,368.00; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=38,310.50, E=19,368.00; running thence in an easterly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate E=200-00 is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT D-7
START UP BOILERS
PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=39,336.00,
E=19,803.00; and running thence in a southerly direction to a point,
which point is coincident with Coordinates N=39,254.00, E=19,803.00;
running thence in a westerly direction to a point, which point is
coincident with Coordinates N=39,254.00, E=19,715.00; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=39,336.00, E=19,715.00; running thence in an easterly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT D-8
UNITS 3 AND 4 SITE
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=39,289.00,
E=20,822.00 and running thence in a westerly direction to a point,
which point is coincident with Coordinates N=39,289.00, E=19,468.00;
running thence in a northerly direction to a point, which point is
coincident with Coordinates N=39,425.00, E=19,468.00; running thence
in a westerly direction to a point, which point is coincident with
Coordinates N=39,425.00, E=19,128.00; running thence in a northerly
direction to a point, which point is coincident with Coordinates
N=40,119.00, E=19,128.00; running thence in a westerly direction to a
point, which point is coincident with Coordinates N=40,119.00,
E=18,668.00; running thence in a northerly direction to a point,
which point is coincident with Coordinates N=40,509.00, E=18,668.00;
running thence in a northeasterly direction to a point, which point
is coincident with Coordinates N=40,786.00, E=18,836.00; running
thence in a northerly direction to a point, which point is coincident
with Coordinates N=40,986.00, E=18,840.00; running thence in a
northeasterly direction to a point, which point is coincident with
Coordinates N=41,063.00, E=20,573.00; running thence in a southerly
direction to a point, which point is coincident with Coordinates
N=39,895.00, E=20,567.00; running thence in a southeasterly direction
to a point, which point is coincident with Coordinates N=39,805.00,
E=20,822.00; running thence in an easterly direction to a point,
which point is coincident with Coordinates N=39,805.00, E=21,207.00;
running thence in a southerly direction to a point, which point is
coincident with Coordinates N=39,695.00, E=21,207.00; running thence
in a westerly direction to a point, which point is coincident with
Coordinates N=39,695.00, E=20,822.00; running thence in a southerly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for Robert W. Scherer
Plant. Georgia Power Company Coordinate, N=400+00, is<PAGE>
<PAGE>
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT D-9
FIRE PROTECTION BUILDING AND STORAGE TANKS,
UNITS 3 AND 4, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=40,075.00,
E=20,303.00; and running thence in a southerly direction to a point,
which point is coincident with Coordinates N=39,951.10, E=20,303.00;
running thence in a westerly direction to a point, which point is
coincident with Coordinates N=39,951.10, E=19,860.00; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=40,075.00, E=19,860.00; running thence in an easterly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate E=200-00 is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT D-10
LIGHTER OIL STORAGE FACILITY
UNITS 3 AND 4, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=40,604.78,
E=20,500.00; and running thence in a southerly direction to a point,
which point is coincident with Coordinates N=40,490.43, E=20,500.00;
running thence in a westerly direction to a point, which point is
coincident with Coordinates N=40,490.43, E=20,385.00; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=40,604.78, E=20,385.00; running thence in an easterly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00 is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT D-11
START UP BOILERS
PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=39,336.00,
E=19,803.00; and running thence in a southerly direction to a point,
which point is coincident with Coordinates N=39,254.00, E=19,803.00;
running thence in a westerly direction to a point, which point is
coincident with Coordinates N=39,254.00, E=19,715.00; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=39,336.00, E=19,715.00; running thence in an easterly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00 is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT D-12
COMBUSTION TURBINE, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=39,819.00,
E=18,285.00 and running thence in a northerly direction to a point,
which point is coincident with Coordinates N=40,119.00, E=18,285.00;
running thence in an easterly direction to a point, which point is
coincident with Coordinates N=40,119.00, E=18,608.00; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=40,521.00, E=18,608.00; running thence in a
northeasterly direction to a point, which point is coincident with
Coordinates N=40,809.00, E=18,776.00; running thence in a northerly
direction to a point, which point is coincident with Coordinates
N=41,181.00, E=18,776.00; running thence in a westerly direction to a
point, which point is coincident with Coordinates N=41,181.00,
E=18,606.00; running thence in a northerly direction to a point,
which point is coincident with Coordinates N=41,581.00, E=18,606.00;
running thence in an easterly direction to a point, which point is
coincident with Coordinates N=41,581.00, E=19,005.00; running thence
in a southerly direction to a point, which point is coincident with
Coordinates N=41,181.00, E=19,005.00; running thence in a westerly
direction to a point, which point is coincident with Coordinates
N=41,181.00, E=18,835.00; running thence in a southerly direction to
a point, which point is coincident with Coordinates N=40,986.00,
E=18,840.00; running thence in a southerly direction to a point,
which point is coincident with Coordinates N=40,786.00, E=18,836.00;
running thence in a southwesterly direction to a point, which point
is coincident with Coordinates N=40,509.00, E=18,668.00; running
thence in a southerly direction to a point, which point is coincident
with Coordinates N=40,119.00, E=18,668.00; running thence in an
easterly direction to a point, which point is coincident with
Coordinates N=40,119.00, E=18,808.00; running thence in a southerly
direction to a point, which point is coincident with Coordinates
N=39,819.00, E=18,808.00; running thence in a westerly direction to
the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
<PAGE>
<PAGE>
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400+00; is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200+00 is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT D-13
TRAINING BUILDING, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=39,984.52,
E=24,306.53 and running thence in a southeasterly direction to a
point, which point is coincident with Coordinates N=39,954.00,
E=24,480.00; running thence in an southeasterly direction to a point,
which point is coincident with Coordinates N=39,943.17, E=24,506.03;
running thence in a southeasterly direction to a point, which point
is coincident with Coordinates N=39,939.19, E=24,525.53; running
thence in a southeasterly direction to a point, which point is
coincident with Coordinates N=39,892.38, E=24,609.26; running thence
in a southeasterly direction to a point, which point is coincident
with Coordinates N=39,756.13, E=24,718.20; running thence in a
southeasterly direction to a point, which point is coincident with
Coordinates N=39,657.08, E=24,789.53; running thence in a
southwesterly direction to a point, which point is coincident with
Coordinates N=39,574.45, E=24,724.00; running thence in a
southwesterly direction to a point, which point is coincident with
Coordinates N=39,469.21, E=24,688.82; running thence in a
southwesterly direction to a point, which point is coincident with
Coordinates N=39,323.36, E=24,619.62; running thence in a
northwesterly direction to a point, which point is coincident with
Coordinates N=39,360.53, E=24,463.36; running thence in a
northwesterly direction to a point, which point is coincident with
Coordinates N=39,461.96, E=24,273.51; running thence in a
northwesterly direction to a point, which point is coincident with
Coordinates N=39,567.20, E=24,241.16; running thence in a northerly
direction to a point, which point is coincident with Coordinates
N=39,756.65, E=24,265.00; running thence in a northerly direction to
the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
<PAGE>
<PAGE>
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400+00 is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200+00 is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT D-14
SKILLS DEVELOPMENT CENTER TRACT, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in Land
Lots 149, 150, 151, 170, 171, 172 and 173, G.M.D. 466 of the Fifth
Land District of Monroe County, Georgia, and being more particularly
described as follows:
BEGINNING at an iron pin set at the point formed by the intersection
of the southwesterly right-of-way line of Georgia Highway No. 87
(200-foot right-of-way, as located on October 25, 1979) and the
westerly right-of-way line of Holly Grove Road (100-foot right-of-
way, as located on October 25, 1979); running thence southwesterly
along the westerly right-of-way line of Holly Grove Road and
following the curvature thereof the following courses and distances:
South 63 degrees 24 minutes West a distance of 524.11 feet to a
point; South 60 degrees 39 minutes West a distance of 66.70 feet to a
point; South 51 degrees 56 minutes 30 seconds West a distance of
108.57 feet to a point; South 46 degrees 54 minutes 30 seconds West a
distance of 28.90 feet to a point; South 41 degrees 34 minutes 30
seconds West a distance of 28.90 feet to a point; South 36 degrees 31
minutes 30 seconds West a distance of 108.91 feet to a point; South
26 degrees 04 minutes West a distance of 61.60 feet to a point; South
22 degrees 58 minutes 30 seconds West a distance of 2,661.20 feet to
a point; South 26 degrees 34 minutes West a distance of 98.08 feet to
a point; South 39 degrees 35 minutes 30 seconds West a distance of
89.74 feet to a point; South 50 degrees 12 minutes West a distance of
89.28 feet to a point; South 52 degrees 32 minutes West a distance of
335.79 feet to an iron pin set at a point on the westerly right-of-
way line of Holly Grove Road which point is coincident with
Coordinates X=614,951.00, Y=1,115,824.56; thence leaving said right-
of-way line and running North 65 degrees 03 minutes West a distance
of 1,543.10 feet to an iron pin set at a point, which point is
coincident with Coordinates X=613,551.95, Y=1,116,475.56; running
thence North 28 degrees 08 minutes 30 seconds East a distance of
956.09 feet to an iron pin set at a point, which point is coincident
with Coordinates X=614,002.92, Y=1,117,318.61; running thence North
69 degrees 15 minutes West a distance of 346.64 feet to an iron pin
set at a point, which point is coincident with Coordinates
X=613,678.77, Y=1,117,441.43, which point is hereinafter referred to
as Point A; running thence North 69 degrees 15 minutes West a
distance of 20 feet, more or less, to the centerline of the thread of
Berry Creek; thence running in a northeasterly direction following
the meanderings of the centerline of the thread of Berry Creek (the
same being the boundary of the property herein described) to the
point formed by the intersection of the centerline of the thread of
Berry Creek<PAGE>
<PAGE>
EXHIBIT D-14 continued
and the southwesterly right-of-way line of Georgia Highway No. 87 (a
200-foot right-of-way); thence running South 44 degrees 46 minutes 30
seconds East a distance of 16 feet, more or less, to an iron pin
recovered on said right-of-way line, said point being coincident with
Coordinates X=615,648.47, Y=1,121,930.40; which point is hereinafter
referred to as Point B, said Point B being located on a traverse line
extending along the thread of Berry Creek from Point A and Point B
the following courses and distances: North 27 degrees 54 minutes
East a distance of 210.72 feet to a point; North 87 degrees 46
minutes 30 seconds East a distance of 217.50 feet to a point; North
43 degrees 56 minutes East a distance of 620.60 feet to a point;
North 28 degrees 09 minutes East a distance of 476.64 feet to a
point; North 14 degrees 09 minutes East a distance of 245.39 feet to
a point; North 21 degrees 59 minutes East a distance of 207.43 feet
to a point; North 04 degrees 00 minutes 30 seconds East a distance of
342.76 feet to a point; North 86 degrees 35 minutes 30 seconds East a
distance of 136.32 feet to a point; North 27 degrees 23 minutes East
a distance of 475.03 feet to a point; North 29 degrees 42 minutes 30
seconds East a distance of 361.79 feet to a point; North 52 degrees
05 minutes West a distance of 284.89 feet to a point; North 03
degrees 06 minutes 30 seconds West a distance of 353.92 feet to a
point; North 52 degrees 40 minutes East a distance of 312.83 feet to
a point; North 00 degrees 24 minutes 30 seconds West a distance of
504.79 feet to a point; South 68 degrees 54 minutes East a distance
of 159.80 feet to a point; North 33 degrees 35 minutes East a
distance of 372.77 feet to an iron pin recovered at a point, which
point is coincident with Coordinates X=615,702.08, Y=1,121,495.65;
North 43 degrees 46 minutes East a distance of 140.23 feet to a
point; North 11 degrees 05 minutes West a distance of 152.27 feet to
a point; North 33 degrees 23 minutes 30 seconds West a distance of
220.46 feet to Point B; from Point B, running thence southerly and
easterly along the southwesterly right-of-way line of Georgia Highway
No. 87 and following the curvature thereof the following courses and
distances: South 44 degrees 46 minutes 30 seconds East a distance of
151.68 feet to a point; South 32 degrees 59 minutes East a distance
of 360.37 feet to a point; South 33 degrees 19 minutes East a
distance of 296.67 feet to a point; South 30 degrees 18 minutes 30
seconds East a distance of 168.81 feet to a point; South 28 degrees
22 minutes East a distance of 300.02 feet to a point; South 27
degrees 02 minutes East a distance of 299.11 feet to a point; South
26 degrees 34 minutes 30 seconds East a distance of 1,011.79 feet to
a point; South 26 degrees 22 minutes East a distance of 204.18 feet
to an iron pin recovered at a point on the southwesterly right-of-way
line of Georgia Highway No. 87, which point is coincident with
Coordinates X=617,021.51, Y=1,119,508.58; running thence South 26<PAGE>
<PAGE>
EXHIBIT D-14 continued
degrees 38 minutes East a distance of 332.49 feet along the
southwesterly right-of-way line of Georgia Highway No. 87 to an iron
pin set at the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer, Skills
Development Center Tract - Land Lots 149, 150, 151, 170, 171, 172 and
173, G.M.D. 466 of the Fifth Land District, Monroe County, Georgia"
dated October 25, 1979, prepared for the Georgia Power Company, Land
Department, Atlanta, Georgia, by Hugh W. Mercer, Jr., Georgia
Registered Land Surveyor No. 1890, bearing Drawing No. N-85-30 to
which Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia State Plane Coordinate System: West Zone Grid Meridian.<PAGE>
<PAGE>
EXHIBIT D-15
MICROWAVE TOWER,
UNITS 3 AND 4, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia and which is situated
within the circumferential boundary of a circle having a radius of
200 feet, and a centerpoint which is coincident with Coordinates
N=41,000.00, E=18,250.00.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200+00 is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT "E"
UNIT 3 PROPERTY
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING at a point coincident with Coordinates N=39,655.00,
E=19,128.00 and running thence in a easterly direction to a point
which is coincident with Coordinates N=39,655.00, E=19,830.00;
running thence in a southerly direction to a point which is
coincident with Coordinates N=39,630.00, E=19,830.00; running thence
in a easterly direction to a point which is coincident with
Coordinates N=39,630.00, E=20,282.00; running thence in a southerly
direction to a point which is coincident with Coordinates
N=39,590.00, E= 20,282.00; running thence in a easterly direction to
a point which is coincident with Coordinates N=39,590.00,
E=20,372.00; running thence in a northerly direction to a point which
is coincident with Coordinates N=39,630.00, E=20,372.00; running
thence in a easterly direction to a point which is coincident with
Coordinates N=39,630.00, E=20,567.00; running thence in a southerly
direction to a point which is coincident with Coordinates
N=39,289.00, E=20,567.00; running thence in a westerly direction to a
point which is coincident with Coordinates N=39,259.00, E=19,803.00;
running thence in a northerly direction to a point which is
coincident with Coordinates N=39,336.00, E=19,803.00; running thence
in a westerly direction to a point which is coincident with
Coordinates N=39,336.00, E=19,715.00; running thence in a southerly
direction to a point which is coincident with Coordinates
N=39,269.00, E=19,715.00; running thence in a westerly direction to a
point which is coincident with Coordinates N=39,289.00, E=19,468.00;
running thence in a northerly direction to a point which is
coincident with Coordinates N=39,425.00, E=19,468.00; running thence
in a westerly direction to a point which is coincident with
Coordinates N=39,425.00, E=19,128.00; running thence in a northerly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer, General
Arrangement, Plant Site," dated February 12, 1976, last revised
September 23, 1982, prepared for the Georgia Power Company by
Southern Services, Inc., bearing Drawing No. EIM 1006, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for Robert W. Scherer
Plant; Georgia Power Company Coordinate, N=400+00, is coincident with
Georgia State Plane Coordinate: West Zone Grid<PAGE>
<PAGE>
Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200+00 is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT "F"
UNITS 1 AND 2 SITE
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=38,221.00,
E=18,520.00 and running thence in a northeasterly direction to a
point, which point is coincident with Coordinates N=38,625.00,
E=19,145.00; running thence in a northerly direction to a point,
which point is coincident with Coordinates N=39,230.00, E=19,140.00;
running thence in an easterly direction to a point, which point is
coincident with Coordinates N=39,230.00, E=19,480.00; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=39,289.00, E=19,468.00; running thence in an easterly
direction to a point, which point is coincident with Coordinates
N=39,289.00, E=20,822.00; running thence in a southerly direction to
a point, which point is coincident with Coordinates N=38,889.00,
E=20,822.00; running thence in an easterly direction to a point,
which point is coincident with Coordinates N=38,889.00, E=21,211.00;
running thence in a southerly direction to a point, which point is
coincident with Coordinates N=38,819.00, E=21,211.00; running thence
in a westerly direction to a point, which point is coincident with
Coordinates N=38,819.00, E=20,862.00; running thence in a
southwesterly direction to a point, which point is coincident with
Coordinates N=38,732.00, E=20,562.00; running thence in a southerly
direction to a point, which point is coincident with Coordinates
N=37,555.00, E=20,562.00; running thence in a southwesterly direction
to a point, which point is coincident with Coordinates N=37,250.00,
E=19,675.00; running thence in a northwesterly direction to the Point
of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for Robert W. Scherer
Plant. Georgia Power Company Coordinate, N=400+00, is coincident
with Georgia State Plane Coordinate: West Zone Grid Meridian,
N=1,114,000; Georgia Power Company Coordinate, E=200+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT "G"
FIRE PROTECTION BUILDING AND STORAGE TANKS,
UNITS 1 AND 2, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=38,640.00,
E=20,303.00 and running thence in a southerly direction to a point,
which point is coincident with Coordinates N=38,530.00, E=20,303.00;
running thence in a westerly direction to a point, which point is
coincident with Coordinates N=38,530.00, E=19,860.00; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=38,640.00, E=19,860.00; running thence in an easterly
direction to a Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400-00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate E=200-00 is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT "G"
LIGHTER OIL STORAGE FACILITY
UNITS 1 AND 2, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=38,120.00,
E=20,479.39 and running thence in a southerly direction to a point,
which point is coincident with Coordinates N=37,990.00, E=20,479.39;
running thence in a westerly direction to a point, which point is
coincident with Coordinates N=37,990.00, E=20,360.00; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=38,120.00, E=20,360.00; running thence in an easterly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate E=200-00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT "G"
TURBINE LUBRICATING OIL STORAGE FACILITY,
UNITS 1 AND 2, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=38,516.00,
E=19,410.00; and running thence in a southerly direction to a point,
which point is coincident with Coordinates N=38,442.50, E=19,410.00;
running thence in a westerly direction to a point, which point is
coincident with Coordinates N=38,442.50, E=19,338.67; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=38,516.00, E=19,338.67; running thence in an easterly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00 is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT "G"
HYDROGEN AND NITROGEN BULK STORAGE FACILITY,
UNITS 1 AND 2, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=38,310.50,
E=19,412.00; and running thence in a southerly direction to a point,
which point is coincident with Coordinates N=38,195.50, E=19,412.00;
running thence in a westerly direction to a point, which point is
coincident with Coordinates N=38,195.50, E=19,368.00; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=38,310.50, E=19,368.00; running thence in an easterly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate E=200-00 is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT "G"
WATER TREATMENT BUILDING AND ASSOCIATED STORAGE TANKS
UNITS 1 AND 2, PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=38,450.00,
E=20,260.00 and running thence in a southerly direction to a point,
which point is coincident with Coordinates N=38,195.00, E=20,260.00;
running thence in a westerly direction to a point, which point is
coincident with Coordinates N=38,195.00, E=19,830.00; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=38,450.00, E=19,830.00; running thence in an easterly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00 is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT "G"
START UP BOILERS
PLANT SCHERER
ALL THAT TRACT or parcel of land situated, lying and being in the
Fifth Land District of Monroe County, Georgia, and being more
particularly described as follows:
BEGINNING AT A POINT coincident with Coordinates N=39,336.00,
E=19,803.00; and running thence in a southerly direction to a point,
which point is coincident with Coordinates N=39,254.00, E=19,803.00;
running thence in a westerly direction to a point, which point is
coincident with Coordinates N=39,254.00, E=19,715.00; running thence
in a northerly direction to a point, which point is coincident with
Coordinates N=39,336.00, E=19,715.00; running thence in an easterly
direction to the Point of Beginning.
The property hereinabove described is more particularly described on
that certain Blueprint of Survey, captioned "Plant Scherer General
Arrangement As Built Facilities" dated December 18, 1985, prepared by
Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which
Blueprint of Survey reference is hereby made for all purposes.
Coordinates set forth in the foregoing description are based upon the
Georgia Power Company Grid Coordinate System for the Robert W.
Scherer Plant. Georgia Power Company Coordinate, N=400+00, is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00 is
coincident with Georgia State Plane Coordinate: West Zone Grid
Meridian, E=610,000.<PAGE>
<PAGE>
EXHIBIT H
(Non-Exhaustive)
SCHERER UNIT NO. 4
GENERATOR STEP-UP SUBSTATION
Line Description
1. Site Improvements
2. Yard Lighting
3. Fire Protection System
(including building)
4. Duct System
5. Site Grounding System
6. Foundations and Pilings
7. High Voltage Structures
8. Low Voltage Structures
9. Step-Up Transformers 25/500 KV
10. Start-Up Transformers 115/6.9 KV
11. Station Service Transformers 25/6.9 KV
12. 3 Phase GO AB Switches
13. Lightning Arresters
14. Potential Transformers
15. Overhead Bus
As supplemented by GPC continuing property records maintained in
accordance with the Uniform System of Accounts<PAGE>
<PAGE>
EXHIBIT I
(Non-Exhaustive)
SCHERER UNIT NO. 4
EQUIPMENT LOCATED IN SWITCHYARD
Line Description
1. Circuit Breakers 500 KV
2. 3 Phase GO LB Switches
3. Coupling Capacitors
4. Switchboard (in control house)
5. Current Transformers
6. High Voltage Structure
7. Overhead Bus
8. Foundations and Pilings
As supplemented by GPC continuing property records maintained in
accordance with the Uniform System of Accounts<PAGE>
<PAGE>
EXHIBIT J
Scherer Common Facilities
SCHERER HIGH VOLTAGE SWITCHYARD
Line Description
1. Site Improvements
2. Yard Lighting
3. Fire Protection System
(including building)
4. Control House
5. Duct System
6. Site Grounding System
7. Foundations and Pilings
8. High Voltage Structures
9. 3 Phase GO LB Switches
10. Overhead Bus
11. Switchboard (in house)
12. Supervisory Control System
13. AC Distribution System
14. DC Distribution System
15. Reactors
16. Auto-Bank Transformers 500/115 KV
17. Circuit Breakers 115 KV
As supplemented by GPC continuing property records maintained in
accordance with the Uniform System of Accounts
EXHIBIT 12
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIOS
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1994
(Thousands of Dollars)
RATIO OF EARNINGS TO FIXED CHARGES
<S> <C>
Earnings, as defined:
Net income ........................................................................ $251,542
Income taxes ...................................................................... 142,712
Fixed charges, as below ........................................................... 157,596
Total earnings, as defined ...................................................... $551,850
Fixed charges, as defined:
Interest expense .................................................................. $147,803
Rental interest factor ............................................................ 4,751
Fixed charges included in nuclear fuel cost ....................................... 5,042
Total fixed charges, as defined ................................................. $157,596
Ratio of earnings to fixed charges .................................................. 3.50
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
Earnings, as defined:
Net income ........................................................................ $251,542
Income taxes ...................................................................... 142,712
Fixed charges, as below ........................................................... 157,596
Total earnings, as defined ...................................................... $551,850
Fixed charges, as defined:
Interest expense .................................................................. $147,803
Rental interest factor ............................................................ 4,751
Fixed charges included in nuclear fuel cost ....................................... 5,042
Total fixed charges, as defined ................................................. 157,596
Non-tax deductible preferred stock dividend requirements ............................ 19,808
Ratio of income before income taxes to net income ................................... 1.57
Preferred stock dividend requirements before income taxes ........................... 31,099
Combined fixed charges and preferred stock dividend requirements .................... $188,695
Ratio of earnings to combined fixed charges and preferred stock
dividend requirements............................................................ 2.92
</TABLE>
