<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 1994.
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
FLORIDA POWER CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
FLORIDA 59-0247770
(State of Incorporation) (I.R.S. Employer Identification No.)
</TABLE>
3201 34TH STREET SOUTH
ST. PETERSBURG, FLORIDA 33711
TELEPHONE NUMBER (813) 866-5151
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DAVID R. KUZMA
VICE PRESIDENT AND TREASURER
FLORIDA POWER CORPORATION
3201 34TH STREET SOUTH
ST. PETERSBURG, FLORIDA 33711
(813) 866-4553
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of the Registration Statement.
---------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED* PER UNIT** OFFERING PRICE** FEE
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<S> <C> <C> <C> <C>
First Mortgage Bonds........... $250,000,000 100% $250,000,000 $86,208
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</TABLE>
* Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
contained herein relates to an aggregate of $370,000,000 First Mortgage
Bonds, consisting of the $250,000,000 being registered hereby and
$120,000,000 that are as yet unissued but that were registered under the
Company's Registration Statement on Form S-3 (No. 33-62210) that was filed
with the Commission on May 6, 1993.
** Estimated solely for the purpose of calculating the registration fee.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
SUBJECT TO COMPLETION, DATED AUGUST 29, 1994
PROSPECTUS
- ----------
$370,000,000
FLORIDA POWER CORPORATION
FIRST MORTGAGE BONDS
---------------------
Florida Power Corporation (the "Company") intends to offer from time to
time up to $370,000,000 aggregate principal amount of its First Mortgage Bonds
(the "New Bonds") in one or more series on terms to be determined at the time
or times of sale.
The title, aggregate principal amount, purchase price, maturity, interest
rate and time of payment, redemption and/or sinking fund provisions, if any,
and other specific terms of each series of the New Bonds, in respect of which
this Prospectus is being delivered, are set forth in the accompanying
Prospectus Supplement. See also "Description of New Bonds and Mortgage" herein.
This Prospectus may not be used to consummate sales of New Bonds unless
accompanied by a Prospectus Supplement.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
The Company may sell the New Bonds on a negotiated or competitive bid
basis through one or more underwriters, dealers or agents, or directly to one
or a limited number of purchasers. The names of the underwriters, dealers or
agents, if any, the initial public offering price, any applicable discounts or
commissions and the proceeds to the Company with respect to the New Bonds for
which this Prospectus is being delivered are set forth in the accompanying
Prospectus Supplement. See "Plan of Distribution" herein.
---------------------
The date of this Prospectus is , 199 .
<PAGE> 3
AVAILABLE INFORMATION
The Company and its parent, Florida Progress Corporation, are subject to
the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and in accordance therewith file reports, proxy
statements and other information with the Securities and Exchange Commission
(the "SEC"). Reports, proxy statements and other information filed by the
Company and its parent can be inspected and copied at the SEC's Public
Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549, and the
following Regional Offices of the SEC: 7 World Trade Center, Suite 1300, New
York, New York 10048; and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and copies of such material can be obtained from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. In addition, reports, proxy material and other information
concerning the Company's parent may be inspected at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, and at The Pacific Stock
Exchange, 301 Pine Street, San Francisco, California 94104.
This Prospectus constitutes a part of a registration statement on Form S-3
(together with all amendments and exhibits, the "Registration Statement") filed
by the Company with the SEC under the Securities Act of 1933, as amended. This
Prospectus does not contain all of the information included in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the SEC. Reference is made to the Registration Statement for
further information with respect to the Company and the New Bonds offered
hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the SEC (File
No. 1-3274), as amended, are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1993,
as filed with the SEC on March 25, 1994.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31,
1994 and June 30, 1994, as filed with the SEC on May 9, 1994 and August 5,
1994, respectively.
3. Current Reports on Form 8-K dated January 17, 1994, April 21, 1994
and July 21, 1994, as filed with the SEC on January 26, 1994, April 21,
1994 and July 25, 1994, respectively.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the New Bonds offered hereby shall be deemed to
be incorporated by reference in this Prospectus from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein (or in the accompanying Prospectus Supplement) or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or replaces such statement. Any such statement so
modified or superseded shall not be deemed, except as modified or superseded,
to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON
THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY AND ALL OF THE
DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS
PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE. REQUESTS FOR SUCH COPIES
SHOULD BE DIRECTED TO: FLORIDA PROGRESS CORPORATION, INVESTOR SERVICES
DEPARTMENT, P. O. BOX 33042, ST. PETERSBURG, FLORIDA 33733, OR TELEPHONE (813)
824-6428 OR TOLL-FREE (800) 352-1121.
2
<PAGE> 4
THE COMPANY
Florida Power Corporation, a wholly owned subsidiary of Florida Progress
Corporation, was incorporated in Florida in 1899 and has its principal
executive office at 3201 34th Street South, St. Petersburg, Florida 33711,
telephone number (813) 866-5151. The Company is an operating public utility
engaged in the production, transmission, distribution and sale of electricity
primarily within the State of Florida. The Company's service area covers about
20,000 square miles in central and northern Florida and along the west coast of
the state and includes St. Petersburg and Clearwater as well as the areas
surrounding Walt Disney World, Orlando, Ocala and Tallahassee. During the
twelve months ended June 30, 1994, the Company served an average of
approximately 1,231,000 customers. As of June 30, 1994, the Company had a
system generating capacity of 7,335 megawatts, and its energy sources (on a
megawatt hour basis) for the twelve months ended June 30, 1994 were
approximately 42.6% coal, 20.9% oil, 0.5% gas, 16.6% nuclear and 19.4%
purchased power.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's ratio of earnings to fixed
charges for the periods indicated:
12 MONTHS ENDED YEAR ENDED DECEMBER 31,
JUNE 30, 1994 --------------------------------
(UNAUDITED) 1993 1992 1991 1990 1989
- --------------- ---- ---- ---- ---- ----
3.92 3.83 3.84 3.87 3.89 3.79
For purposes of computing the ratio of earnings to fixed charges, earnings
consists of net income plus income taxes and fixed charges. Fixed charges
represent gross interest expense including amortization of debt expense,
discount or premium.
USE OF PROCEEDS
Except as may otherwise be set forth in the accompanying Prospectus
Supplement, the net proceeds from the sale of the New Bonds offered hereby will
be used for the repayment of commercial paper and for general corporate
purposes.
DESCRIPTION OF NEW BONDS AND MORTGAGE
GENERAL. The New Bonds will be issued in one or more series under an
Indenture, dated as of January 1, 1944, with First Chicago Trust Company of New
York, as Trustee (the "Trustee"), as supplemented by supplemental indentures,
including one or more supplemental indentures relating to the New Bonds (the
Indenture as so supplemented being hereinafter referred to as the "Mortgage").
Copies of the original Indenture and certain supplemental indentures that amend
the original Indenture are on file with the SEC as exhibits to the Registration
Statement or as exhibits to other documents. The description of the New Bonds
and brief summaries of certain Mortgage provisions that follow are qualified in
their entirety by reference to the provisions of the Mortgage. Particular
sections of the Mortgage that are relevant to the discussion are cited
parenthetically.
Any series of the New Bonds will not be limited in aggregate principal
amount except as provided in the Mortgage. A Prospectus Supplement will
describe the following terms relating to any particular series of New Bonds:
(i) the title of such New Bonds; (ii) the aggregate principal amount of such
New Bonds; (iii) the date on which such New Bonds mature; (iv) the rate per
annum at which such New Bonds will bear interest; (v) the dates on which
interest on such New Bonds will be payable; (vi) the redemption and/or sinking
fund provisions, if any, applicable to such New Bonds; and (vii) any other
specific terms of such New Bonds.
The Mortgage does not contain any covenants or other provisions that are
specifically intended to afford holders of the New Bonds special protection in
the event of a highly leveraged transaction. As of July 31, 1994, $886,040,000
of First Mortgage Bonds were outstanding under the Mortgage.
FORM AND EXCHANGES. The New Bonds will be issuable only as fully
registered bonds without coupons in denominations of $1,000 or any integral
multiple thereof, and will be exchangeable for a like aggregate principal
amount in other authorized denominations of the same series without charge
(except for any
3
<PAGE> 5
governmental charge or tax). The New Bonds may be presented for transfer or
exchange at the corporate trust office of the Trustee in New York, New York.
MAINTENANCE FUND. The Mortgage provides that the amount expended for
property additions will, at the end of each year, equal the aggregate of the
minimum provision for depreciation, for each calendar year subsequent to
December 31, 1943, and if at the end of any such year the Company has not
expended such required amount, it will deposit with the Trustee the difference
in cash. (Section 5.08). Certain credits are allowed against cash so required
to be deposited. The minimum provision for depreciation shall mean an amount
equal to (a) 15% of the gross operating revenues of the Company less the cost
of electric energy purchased for resale, less (b) an amount equal to the
aggregate of the charges to operating expense for maintenance; provided,
however, that the minimum provision for depreciation for any period shall not
exceed the maximum provision for depreciation, as defined, for the period.
(Section 1.05). Cumulative expenditures for property additions exceeded the
required provision for depreciation by approximately $4.6 billion as of
December 31, 1993.
SECURITY. The New Bonds will be secured by the lien of the Mortgage and
will rank pari passu with all bonds outstanding thereunder. In the opinion of
counsel for the Company, the Mortgage constitutes a first mortgage lien,
subject only to permitted encumbrances and liens, on substantially all of the
fixed properties owned by the Company except miscellaneous properties
specifically excepted. After-acquired property is covered by the lien of the
Mortgage, subject to existing liens at the time such property is acquired.
(Section 2.01 and Preambles).
ISSUANCE OF ADDITIONAL BONDS. Bonds may be issued under the Mortgage in a
principal amount equal to (1) an amount not exceeding 60% of the bondable value
of property additions, as defined (Section 4.03); (2) an additional aggregate
principal amount not exceeding the aggregate principal amount of refundable
prior lien bonds deposited with the Trustee (Section 4.04); (3) an additional
aggregate principal amount not exceeding the aggregate principal amount of any
bonds theretofore authenticated which have been canceled or delivered for
cancellation (Section 4.05); and (4) an additional aggregate principal amount
equal to the amount of cash deposited with the Trustee against the issuance of
bonds (Section 4.06). As of December 31, 1993, the bondable value of property
additions under clause (1) above was approximately $2.6 billion, permitting the
issuance of approximately $1.6 billion of additional bonds. Cash deposited with
the Trustee under clause (4) above may be withdrawn in an amount equal to the
principal amount of each bond, if the Company would otherwise be entitled to
have such bond authenticated under any of the provisions referred to in clauses
(1), (2) and (3) above, and may also be used for the purchase or redemption of
bonds. (Section 4.06). Bonds may be authenticated pursuant to clauses (1) and
(4) above (and in certain cases pursuant to (2) and (3) above) only if net
earnings for twelve successive months in the fifteen months immediately
preceding the first day of the month in which application for additional bonds
is made shall be at least two times the annual interest charges on the bonds
and prior lien bonds outstanding and to be outstanding. (Section 4.08).
RELEASE AND SUBSTITUTION OF PROPERTY. Subject to various limitations,
property may be released from the lien of the Mortgage when sold or exchanged,
upon the basis of (1) cash deposited with the Trustee, (2) purchase money
obligations pledged with the Trustee, (3) property additions certified to the
Trustee and acquired in exchange for the property released, or (4) the fair
value to the Company of property and securities certified to the Trustee, less
the principal amount of certain outstanding prior lien bonds. (Section 9.03).
If all or substantially all of the mortgaged and pledged property constituting
bondable property which at the time shall be subject to the lien of the
Mortgage as a first lien shall be so released, whether pursuant to the request
of the Company or by eminent domain, then the Company is required to redeem all
the bonds of all series (including the New Bonds) and has covenanted to deposit
with the Trustee sufficient cash for that purpose. (Section 8.08(b)). Any new
property acquired to take the place of any property released shall be subjected
to the lien of the Mortgage. (Section 9.11).
RESTRICTION ON DIVIDENDS. The Mortgage provides that the Company will not
pay any cash dividends upon its common stock, or make any other distribution to
the holders thereof, except a payment or distribution out of net income of the
Company subsequent to December 31, 1943. (Section 5.24).
4
<PAGE> 6
MODIFICATION OF MORTGAGE. The Mortgage may be modified with the consent
of the holders of 75% in aggregate principal amount of bonds (including 75% in
aggregate principal amount of each affected series), except no such
modifications shall (1) extend the maturity of any bonds, or reduce the
interest rate or extend the time of payment thereof, or reduce the principal
amount thereof, without the express consent of the holder of each bond
affected, (2) reduce the aforesaid percentage without the consent of the
holders of all bonds outstanding, (3) permit the creation of a prior or equal
lien on the pledged property, or (4) deprive any bond of the lien of the
Mortgage. (Section 17.02).
DEFAULT. The following are defined as completed defaults in the Mortgage:
(1) default in the payment of principal on any of the bonds when due and
payable; (2) default continued for 60 days in the payment of any interest on
any of the bonds; (3) default in the payment of principal or interest upon any
outstanding prior lien bonds continued beyond any applicable grace period; (4)
certain acts of bankruptcy, insolvency or reorganization; and (5) default
continued for 60 days after written notice to the Company by the Trustee in the
observance or performance of any other covenant, agreement or condition
contained in the Mortgage or in any of the bonds. (Section 10.01). The Company
is required by the Mortgage to report annually to the Trustee as to the absence
of default and compliance with the provisions of the Mortgage. (Section 5.23).
The holders of a majority in principal amount of the bonds outstanding
have the right to direct the time, method and place of conducting any
proceedings for any remedy available to, or conferred by the Mortgage upon, the
Trustee; provided, however, that the Trustee may, if it determines in good
faith that such direction would involve the Trustee in personal liability or be
unjustly prejudicial to the rights of the non-assenting bondholders, decline to
follow such direction. (Section 10.06).
CONCERNING THE TRUSTEE. A banking affiliate of the Trustee is one of a
number of banks with which the Company and Progress Capital Holdings, Inc.
("PCH"), a subsidiary of Florida Progress Corporation, maintain ordinary
banking relationships and from which the Company and PCH have obtained credit
facilities and lines of credit. The Trustee also acts as issuing and paying
agent in respect of the private placement of PCH's medium-term notes. An
affiliate of the Trustee may from time to time provide certain investment
banking and securities underwriting services to the Company and its affiliates.
PLAN OF DISTRIBUTION
The Company may sell the New Bonds in one or more series in any of the
following ways: (i) in a negotiated sale; (ii) pursuant to competitive bidding;
(iii) through one or more underwriters or dealers; (iv) directly to one or a
limited number of purchasers; (v) through one or more agents; or (vi) through
any combination of the above. The terms of any offering of New Bonds, including
the proceeds to the Company, any underwriting discounts or commissions and
other items constituting underwriters' compensation, the initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers, will be set forth in the Prospectus Supplement relating to such
offering. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
If an underwriter or underwriters are involved in the sale of any New
Bonds, the Company will execute an underwriting agreement with such
underwriters at the time of sale, and the name of each underwriter, the
principal amount of New Bonds to be purchased by it and the other terms and
conditions of the transaction will be set forth in the Prospectus Supplement
relating to such sale. The New Bonds will be acquired by the underwriters for
their own account and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of the sale. Unless otherwise
indicated in the Prospectus Supplement, the underwriting agreement will provide
that the underwriters are obligated to purchase all of the New Bonds offered in
the Prospectus Supplement if any are purchased.
If a dealer is used in the sale of any New Bonds, the Company will sell
such New Bonds to the dealer as principal. The dealer may then resell such New
Bonds to the public at varying prices to be determined by such dealer at the
time of resale.
5
<PAGE> 7
If any New Bonds are sold through an agent or agents designated by the
Company from time to time, the Prospectus Supplement will name any such agent,
set forth any commissions payable by the Company to any such agent and the
obligations of such agent with respect to the New Bonds. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
In connection with the sale of the New Bonds, any underwriters, dealers or
agents may receive compensation from the Company or from purchasers in the form
of concessions or commissions. The underwriters will be, and any agents and any
dealers participating in the distribution of the New Bonds may be, deemed to be
underwriters within the meaning of the Securities Act of 1933. The Company will
agree to indemnify any such underwriters, dealers or agents against certain
liabilities, including liabilities under the Securities Act of 1933.
LEGAL MATTERS
Certain matters relating to the legality of the New Bonds will be passed
upon for the Company by Kenneth E. Armstrong, Esq., Vice President, General
Counsel and Secretary of Florida Progress Corporation, acting as counsel for
the Company, and for the underwriters, agents or purchasers by Jones, Day,
Reavis & Pogue, Chicago, Illinois, except that matters of Florida law will be
passed upon only by Kenneth E. Armstrong, Esq.
EXPERTS
The financial statements and schedules included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1993, incorporated herein
by reference, have been audited by KPMG Peat Marwick, independent certified
public accountants, to the extent and for the periods indicated in their report
with respect thereto, and are incorporated herein by reference in reliance upon
their report given on the authority of said firm as experts in accounting and
auditing. The report of KPMG Peat Marwick covering the December 31, 1993
financial statements refers to a change in the methods of accounting for income
taxes and postretirement benefits other than pensions.
The statements made herein and in the documents incorporated herein by
reference that relate to matters of law or express legal conclusions are made
on the authority of Kenneth E. Armstrong, Esq., Vice President, General Counsel
and Secretary of Florida Progress Corporation, as an expert, and are included
herein upon the authority of such counsel.
6
<PAGE> 8
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES OFFERED BY THIS PROSPECTUS AND ANY
PROSPECTUS SUPPLEMENT, OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE THEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT OR THAT THE INFORMATION HEREIN OR THEREIN IS CORRECT AS
OF ANY TIME SINCE SUCH DATE.
---------------------
TABLE OF CONTENTS
PAGE
----
Available Information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
The Company............................ 3
Ratio of Earnings to Fixed Charges..... 3
Use of Proceeds........................ 3
Description of New Bonds and
Mortgage............................. 3
Plan of Distribution................... 5
Legal Matters.......................... 6
Experts................................ 6
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$370,000,000
[LOGO]
FLORIDA
POWER
CORPORATION
FIRST MORTGAGE BONDS
-------------------------
PROSPECTUS
-------------------------
, 199
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<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Florida Documentary Stamp Tax.................................... $ 875,000*
Florida Intangible Tax........................................... 78,749*
Rating Agency Fees............................................... 152,500*
Printing and Engraving........................................... 35,000*
SEC Registration Fee............................................. 86,208
Trustees Fees.................................................... 10,000*
Accounting Fees and Expenses..................................... 20,000*
Legal Fees and Blue Sky Expenses................................. 15,000*
Miscellaneous.................................................... 12,543*
----------
Total.................................................. $1,285,000*
=========
</TABLE>
- ---------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and provided further that, with respect to any
criminal action or proceeding, the officer or director had no reasonable cause
to believe his or her conduct was unlawful. In the case of proceedings by or in
the right of the corporation, the Florida Act provides that, in general, a
corporation may indemnify any person who was or is a party to any such
proceeding by reason of the fact that he or she is or was a director or officer
of the corporation against expenses and amounts paid in settlement actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof, provided that such person acted in
good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation, and provided further that no
indemnification shall be made in respect of any claim as to which such person
is adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity. To
the extent that any officers or directors are successful on the merits or
otherwise in the defense of any of the proceedings described above, the Florida
Act provides that the corporation is required to indemnify such officers or
directors against expenses actually and reasonably incurred in connection
therewith. However, the Florida Act further provides that, in general,
indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes
that his or her actions, or omissions to act, were material to the cause of
action so adjudicated and constitute: (i) a violation of the criminal law,
unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii)
a transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation
of the Florida Act or the corporation's articles of incorporation; or (iv)
willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
Article XI of the Company's By-laws provides that the Company shall indemnify
any director, officer or employee or any former director, officer or employee
to the full extent permitted by law.
The underwriters, if any, will also agree to indemnify the directors and
officers of the Company against certain liabilities as set forth in Paragraph 7
of the Underwriting Agreement (see Exhibit 1).
II-1
<PAGE> 10
The Company has purchased insurance with respect to, among other things,
the liabilities that may arise under the statutory provisions referred to
above. The directors and officers of the Company also are insured against
certain liabilities, including certain liabilities arising under the Securities
Act of 1933, which might be incurred by them in such capacities and against
which they are not indemnified by the Company.
ITEM 16. EXHIBITS.
<TABLE>
<S> <C> <C>
1 -- Form of Underwriting Agreement.
4.(a)* -- Indenture, dated as of January 1, 1944 (the "Indenture"), between the Company and
Guaranty Trust Company of New York and The Florida National Bank of Jacksonville,
as Trustees. (Filed as Exhibit B-18 to the Company's Registration Statement on
Form A-2 (No. 2-5293) filed with the SEC on January 24, 1944.)
4.(b)* -- Seventh Supplemental Indenture, dated as of July 1, 1956, between the Company and
Guaranty Trust Company of New York and The Florida National Bank of Jacksonville,
as Trustees, with reference to the modification and amendment of the Indenture.
(Filed as Exhibit 4(b) to the Company's Registration Statement on Form S-3 (No.
33-16788) filed with the SEC on September 27, 1991.)
4.(c)* -- Eighth Supplemental Indenture, dated as of July 1, 1958, between the Company and
Guaranty Trust Company of New York and The Florida National Bank of Jacksonville,
as Trustees, with reference to the modification and amendment of the Indenture.
(Filed as Exhibit 4(c) to the Company's Registration Statement on Form S-3 (No.
33-16788) filed with the SEC on September 27, 1991.)
4.(d)* -- Sixteenth Supplemental Indenture, dated as of February 1, 1970, between the
Company and Morgan Guaranty Trust Company of New York and The Florida National
Bank of Jacksonville, as Trustees, with reference to the modification and
amendment of the Indenture. (Filed as Exhibit 4(d) to the Company's Registration
Statement on Form S-3 (No. 33-16788) filed with the SEC on September 27, 1991.)
4.(e)* -- Twenty-Ninth Supplemental Indenture dated as of September 1, 1982, between the
Company and Morgan Guaranty Trust Company of New York and Florida National Bank,
as Trustees, with reference to modification and amendment of the Indenture. (Filed
as Exhibit 4(c) to the Company's Registration Statement on Form S-3 (No. 2-79382)
filed with the SEC on September 17, 1982.)
4.(f) -- Thirty-Eighth Supplemental Indenture dated as of July 25, 1994, between the
Company and First Chicago Trust Company of New York, as successor Trustee, Morgan
Guaranty Trust Company of New York, as resigning Trustee, and First Union National
Bank of Florida, as resigning Co-Trustee, with reference to confirmation of First
Chicago Trust Company of New York as successor Trustee under the Indenture.
4.(g) -- Form of Supplemental Indenture between the Company and First Chicago Trust Company
of New York, as Trustee, with reference to the New Bonds.
5 -- Opinion of Kenneth E. Armstrong, Esq. regarding the legality of the New Bonds to
be issued.
12 -- Statement regarding computation of ratio of earnings to fixed charges.
24.(a) -- Consent of KPMG Peat Marwick, independent certified public accountants.
24.(b) -- Consent of Kenneth E. Armstrong, Esq. is contained in his opinion filed as Exhibit
5.
25 -- Powers of Attorney are included on the signature page of this Registration
Statement.
26 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of
First Chicago Trust Company of New York.
27* -- Form of Invitation for Competitive Bids. (Filed as Exhibit 27 to the Company's
Registration Statement on Form S-3 (No. 33-57370) filed with the SEC on January
26, 1993.)
</TABLE>
- ---------------
* Incorporated herein by reference.
II-2
<PAGE> 11
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to use its best efforts to
distribute prior to the opening of bids, to prospective bidders, underwriters
and dealers, a reasonable number of copies of a prospectus which at that time
meets the requirements of Section 10(a) of the Securities Act of 1933, and
relating to the securities offered at competitive bidding, as contained in the
registration statement, together with any supplements thereto.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 15, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Petersburg, State of Florida, on the 29th day of
August, 1994.
FLORIDA POWER CORPORATION
By: /s/ Allen J. Keesler, Jr.
--------------------------------------
Allen J. Keesler, Jr., President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of Florida Power Corporation (the "Company"), a Florida corporation,
for himself or herself and not for one another, does hereby constitute and
appoint KENNETH E. ARMSTRONG, DAVID R. KUZMA, JEFFREY R. HEINICKA and DOUGLAS
E. WENTZ, and each of them, a true and lawful attorney in his or her name,
place and stead, in any and all capacities, to sign his or her name to any and
all amendments, including post-effective amendments, to this registration
statement with respect to the proposed issuance, sale and delivery by the
Company of its First Mortgage Bonds, and to cause the same to be filed with the
Securities and Exchange Commission, granting unto said attorneys and each of
them full power and authority to do and perform any act and thing necessary and
proper to be done in the premises, as fully to all intents and purposes as the
undersigned could do if personally present, and each of the undersigned for
himself or herself hereby ratifies and confirms all that said attorneys or any
one of them shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------------------------------------------- ------------------------- -----------------
<S> <C> <C> <C>
(i) /s/ ALLEN J. KEESLER, JR. President, Chief August 29, 1994
--------------------------------------------- Executive Officer and
Allen J. Keesler, Jr. Director
Principal Executive Officer
(ii) /s/ JEFFREY R. HEINICKA Senior Vice President August 29, 1994
--------------------------------------------- and Chief Financial
Jeffrey R. Heinicka Officer
Principal Financial Officer
(iii) /s/ JOHN SCARDINO, JR. Vice President and August 29, 1994
--------------------------------------------- Controller
John Scardino, Jr.
Principal Accounting Officer
</TABLE>
II-4<PAGE>
(iv) A majority of the Directors, including (i) above:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------------------------------------------- ------------------------- -----------------
<S> <C> <C> <C>
/s/ JACK B. CRITCHFIELD Chairman of the Board August 29, 1994
--------------------------------------------- Director
Jack B. Critchfield
/s/ R. MARK BOSTICK Director August 29, 1994
--------------------------------------------
R. Mark Bostick
/s/ RICHARD KORPAN Director August 29, 1994
--------------------------------------------
Richard Korpan
/s/ FRANK C. LOGAN Director August 29, 1994
--------------------------------------------
Frank C. Logan
/s/ CLARENCE V. McKEE Director August 29, 1994
--------------------------------------------
Clarence V. McKee
/s/ JOAN D. RUFFIER Director August 29, 1994
-------------------------------------------
Joan D. Ruffier
/s/ JEAN GILES WITTNER Director August 29, 1994
-------------------------------------------
Jean Giles Wittner
</TABLE>
II-5<PAGE>
EXHIBIT INDEX
Exhibit Exhibit
Number -------
- -----------
<TABLE>
<S> <C> <C>
1 -- Form of Underwriting Agreement.
4.(a)* -- Indenture, dated as of January 1, 1944 (the "Indenture"), between the Company and
Guaranty Trust Company of New York and The Florida National Bank of Jacksonville,
as Trustees. (Filed as Exhibit B-18 to the Company's Registration Statement on
Form A-2 (No. 2-5293) filed with the SEC on January 24, 1944.)
4.(b)* -- Seventh Supplemental Indenture, dated as of July 1, 1956, between the Company and
Guaranty Trust Company of New York and The Florida National Bank of Jacksonville,
as Trustees, with reference to the modification and amendment of the Indenture.
(Filed as Exhibit 4(b) to the Company's Registration Statement on Form S-3 (No.
33-16788) filed with the SEC on September 27, 1991.)
4.(c)* -- Eighth Supplemental Indenture, dated as of July 1, 1958, between the Company and
Guaranty Trust Company of New York and The Florida National Bank of Jacksonville,
as Trustees, with reference to the modification and amendment of the Indenture.
(Filed as Exhibit 4(c) to the Company's Registration Statement on Form S-3 (No.
33-16788) filed with the SEC on September 27, 1991.)
4.(d)* -- Sixteenth Supplemental Indenture, dated as of February 1, 1970, between the
Company and Morgan Guaranty Trust Company of New York and The Florida National
Bank of Jacksonville, as Trustees, with reference to the modification and
amendment of the Indenture. (Filed as Exhibit 4(d) to the Company's Registration
Statement on Form S-3 (No. 33-16788) filed with the SEC on September 27, 1991.)
4.(e)* -- Twenty-Ninth Supplemental Indenture dated as of September 1, 1982, between the
Company and Morgan Guaranty Trust Company of New York and Florida National Bank,
as Trustees, with reference to modification and amendment of the Indenture. (Filed
as Exhibit 4(c) to the Company's Registration Statement on Form S-3 (No. 2-79382)
filed with the SEC on September 17, 1982.)
4.(f) -- Thirty-Eighth Supplemental Indenture dated as of July 25, 1994, between the
Company and First Chicago Trust Company of New York, as successor Trustee, Morgan
Guaranty Trust Company of New York, as resigning Trustee, and First Union National
Bank of Florida, as resigning Co-Trustee, with reference to confirmation of First
Chicago Trust Company of New York as successor Trustee under the Indenture.
4.(g) -- Form of Supplemental Indenture between the Company and First Chicago Trust Company
of New York, as Trustee, with reference to the New Bonds.
5 -- Opinion of Kenneth E. Armstrong, Esq. regarding the legality of the New Bonds to
be issued.
12 -- Statement regarding computation of ratio of earnings to fixed charges.
24.(a) -- Consent of KPMG Peat Marwick, independent certified public accountants.
24.(b) -- Consent of Kenneth E. Armstrong, Esq. is contained in his opinion filed as Exhibit
5.
25 -- Powers of Attorney are included on the signature page of this Registration
Statement.
26 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of
First Chicago Trust Company of New York.
27* -- Form of Invitation for Competitive Bids. (Filed as Exhibit 27 to the Company's
Registration Statement on Form S-3 (No. 33-57370) filed with the SEC on January
26, 1993.)
</TABLE>
- ---------------
* Incorporated herein by reference.
Exhibit 1
FLORIDA POWER CORPORATION
First Mortgage Bonds
UNDERWRITING AGREEMENT
__________, 199__
To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto
Dear Sirs:
Florida Power Corporation, a corporation incorporated under the laws
of the State of Florida (the "Company"), proposes to sell to the underwriters
named in Schedule II hereto (the "Underwriters"), for whom you are acting as
representatives (the "Representatives"), the principal amount of its First
Mortgage Bonds identified in Schedule I hereto (the "Bonds"). The Bonds shall
be issued under an Indenture, dated as of January 1, 1944, as supplemented,
between the Company and First Chicago Trust Company of New York, as Trustee
(such indenture, and all supplements thereto, as modified by the Trust
Indenture Reform Act of 1990, being hereinafter called the "Mortgage"). If the
firm or firms listed in Schedule II hereto include only the firm or firms
listed in Schedule I hereto, then the terms "Underwriters" and
"Representatives", as used herein, shall each be deemed to refer to such firm
or firms.
1. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, each Underwriter that:
(a) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Florida with
power and authority to own its properties and conduct its businesses as
described in the Prospectus; neither the character of the properties owned
or leased by the Company nor the nature of the business transacted by it
make the licensing or qualification of the Company as a foreign
corporation necessary in any other state or jurisdiction.
(b) Registration statements on Form S-3 (Registration Nos. 33-______
and 33-_____), with respect to $___,000,000 principal amount of the
Company's First Mortgage Bonds and $___,000,000 principal amount of the
Company's First Mortgage Bonds, respectively, including in each case a
prospectus, have been filed with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended the
"Act"), and the applicable rules and regulations (the "rules and
regulations") of the Commission, and such registration statements have
become effective. As used in this Agreement, the term "Registration
Statement" means said registration statements, exhibits, financial
statements and all documents incorporated by reference in said
registration statements pursuant to the requirements of Item 12 of Form
S-3 under the Act (the "Incorporated Documents"), as amended at the date
of this Agreement and, in the event of any amendment of said registration
statements after the effective date thereof pursuant to the provisions of
Paragraph 4 hereof, also means said registration statement or registration
statements as so amended. The term "Prospectus" means in each case the
prospectus in the form in which it appears in the Registration Statement
(the "Basic Prospectus") and such supplemented form of prospectus relating
to the Bonds as shall be filed with the Commission pursuant to Rule 424
(the "Prospectus Supplement"), as well as any combined prospectus as shall
be filed with the Commission pursuant to Rule 429, and, in the event of
any subsequent amendment or supplement to such prospectus pursuant to the
provisions of paragraph 4 hereof, also means such prospectus as so amended
or supplemented. The term "Preliminary Prospectus" means any preliminary
prospectus supplement specifically relating to the Bonds together with the
Basic Prospectus. As used herein, the terms "Registration Statement",
"Basic Prospectus", "Prospectus" and "Preliminary Prospectus" shall
include in each case the material, if any, incorporated by reference
therein and the terms "amend", "amendment" and "supplement" with respect
to the Registration Statement, any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the filing of any
document under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") after the effective date of the Registration Statement, or
the date of any Preliminary Prospectus or the Prospectus, as the case may
be, and deemed to be incorporated therein by reference.
(c) As of the date hereof, when the Prospectus is first filed pursuant
to Rule 424 under the Act, when, prior to the Date of Delivery (as
hereinafter defined), the Registration Statement first became effective
and when any amendment thereto becomes effective (including the filing of
any document incorporated by reference in the Registration Statement),
when any supplement to the Prospectus is filed with the Commission and at
the Date of Delivery (as hereinafter defined), (i) the Registration
Statement, as amended as of any such time, and the Prospectus, as amended
or supplemented as of any such time, will comply in all material respects
with the applicable requirements of the Act, the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), and the Exchange Act and the
respective rules thereunder, (ii) the Registration Statement, as amended
as of any such time, will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading and (iii)
the Prospectus, as amended or supplemented as of any such time, will not
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the Company makes no
representations or warranties as to the information contained in or
omitted from the Registration Statement or the Prospectus or any amendment
thereof or supplement thereto in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of any
Underwriter through the Representatives specifically for use in connection
with the preparation of the Registration Statement and the Prospectus or
to any statement in or omission from the Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act of the Trustee
under the Mortgage.
(d) There has not been any material decrease in the capital stock of
the Company or any material increase in the long-term debt of the Company,
or any material adverse change, or any development involving a prospective
material adverse change, in the condition (financial or other), net worth
or results of operations of the Company, since the latest respective dates
as of which information is given or incorporated by reference in the
Registration Statement and the Prospectus except as contemplated therein
(excluding any Incorporated Documents filed with the Commission after the
date of the Prospectus); and there has not been any material transaction
entered into by the Company since the dates as of which the financial
condition of the Company is set forth or incorporated by reference in the
Registration Statement and Prospectus other than transactions in the usual
course of business or transactions referred to in or contemplated by the
Registration Statement or Prospectus (excluding any Incorporated Documents
filed with the Commission after the date of the Prospectus). The Company
does not have any material contingent obligations which are not disclosed
in the Registration Statement and the Prospectus.
(e) Any accounting firms that have reported upon the audited financial
statements and schedules included or incorporated by reference in the
Registration Statement are independent public accountants as required by
the Act and the rules and regulations.
(f) The financial statements of the Company incorporated by reference
in the Registration Statement and Prospectus present fairly the financial
condition of the Company as of the dates indicated and the results of its
operations for the periods therein specified, and the financial statements
so incorporated have been prepared in accordance with generally accepted
principles of accounting which have been consistently applied in all
material respects throughout the periods involved, except that the
quarterly financial statements incorporated by reference from any
Quarterly Reports on Form 10-Q contain condensed footnotes prepared in
accordance with applicable Exchange Act regulations.
(g) All the real property and interests therein of the Company
necessary to the operation of the Company's business will be adequately
described or referred to in the Mortgage in order that the Mortgage shall
constitute a valid lien on all such properties.
(h) The consummation of the transactions contemplated herein and the
fulfillment of the terms hereof and compliance by the Company with the
terms and provisions of the Mortgage will not result in a breach of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust or other agreement or instrument to which the
Company is now, or at the Date of Delivery will be, a party, or by which
it is bound, or the Amended Articles of Incorporation or by-laws of the
Company, or any order, rule or regulation applicable to the Company of any
court or of any federal or state regulatory body or administrative agency
or other governmental body having jurisdiction over the Company or its
properties; there are no proceedings, at law or in equity or before any
governmental agency or body pending, or to the knowledge of the Company
threatened, which affect or may affect any of said transactions; and the
Company has full power and lawful authority to authorize, issue and sell
the Bonds on the terms and conditions herein set forth.
(i) Each of Florida Progress Corporation, the parent holding company
of the Company, and the Company is exempt from any provisions imposed upon
it as a "holding company" or a "subsidiary company" of a "holding
company", respectively, by the Public Utility Holding Company Act of 1935,
as amended, except Section 9(a)(2) thereof.
(j) No consent, approval, authorization or order of any court or
public board or body, other than the Florida Public Service Commission, is
required for the consummation of the transactions herein contemplated
except such as may be required under the Act or under state securities or
"Blue Sky" laws.
(k) The Company holds good and marketable title in fee simple, except as
otherwise stated in the Prospectus, to all of the real property referred
to therein as being owned by it, free and clear of all liens and
encumbrances, except liens and encumbrances referred to in the Prospectus
(or reflected in the financial statements included therein) and liens and
encumbrances which are not material in the aggregate and do not materially
interfere with the conduct of the business of the Company; and the
properties referred to in the Prospectus as held under lease by the
Company are held by it under valid and enforceable leases with such
exceptions as do not materially interfere with the conduct of the business
of the Company.
(l) The Company is not in violation of its Amended Articles of
Incorporation or in default in the performance or the observance of any
material obligation, agreement, covenant or condition contained in any
contract, lease, note or other instrument to which it is a party or by
which it may be bound or any law, administrative regulation or
administrative or court order, except to the extent set forth in the
Prospectus.
(m) The Company meets the requirements for the use of Form S-3 under
the Act.
2. Purchase, Sale and Delivery of the Bonds; Substitution of
Underwriters. On the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company at the purchase price and upon the
terms and conditions set forth in Schedule I hereto the principal amount of
Bonds set forth opposite the name of such Underwriter in Schedule II hereto.
If, on the Date of Delivery hereinafter mentioned, any Underwriter or
Underwriters shall fail to purchase the principal amount of Bonds set forth
opposite its or their name or names in Schedule II hereto upon tender of such
Bonds in accordance with the terms hereof, and the aggregate principal amount
of Bonds which such defaulting Underwriter or Underwriters so fail to purchase
does not exceed 10% of the aggregate principal amount of the Bonds, the
remaining Underwriters shall be obligated severally in proportion to their
respective commitments hereunder (except as may otherwise be determined by you)
to purchase the Bonds which such defaulting Underwriter or Underwriters agreed
but failed to purchase.
If any Underwriter or Underwriters shall so fail to purchase Bonds
and the aggregate principal amount of Bonds with respect to such failure or
failures is more than 10% of the aggregate principal amount of the Bonds, the
remaining Underwriters shall have the right, but shall not be obligated, to
take up and pay for (in such proportions as may be agreed upon among them) the
Bonds which the defaulting Underwriter or Underwriters agreed but failed to
purchase. In the event that such remaining Underwriters do not on or before
the Date of Delivery so agree, they shall have the privilege within 24 hours
after such date of substituting another underwriter or underwriters
satisfactory to the Company who will agree to take up and pay for such Bonds on
the postponed Date of Delivery. If the remaining Underwriters shall not have
so agreed to take up and pay for such Bonds and shall not have so substituted
another underwriter or underwriters, upon termination of such 24-hour period,
the Company may, during a further period of 24 hours, find another underwriter
or underwriters, satisfactory to the Representatives, to purchase such Bonds.
In the event of the agreement by the remaining Underwriters to take up and pay
for such Bonds, or the substitution of another underwriter or underwriters, as
aforesaid, (i) the Representatives or the Company shall have the right to fix
as a postponed Date of Delivery a date not exceeding four full business days
after the Date of Delivery specified in this Paragraph 2, and (ii) the
respective numbers of Bonds to be purchased by the remaining underwriters or
substituted underwriters shall be taken as the basis of their respective
underwriting obligations for all purposes of this Agreement. Before any such
postponed Date of Delivery, any changes which in the opinion of counsel to the
Company or of counsel to the Underwriters may be necessary in the Registration
Statement or Prospectus or in any other documents or arrangements by reason of
such withdrawal or default of any Underwriter shall be effected. In case the
remaining Underwriters shall not have agreed to take up and pay for said Bonds
in excess of 10% of the aggregate principal amount of the Bonds, and another
underwriter or underwriters shall not have been substituted as aforesaid, then
this Agreement shall terminate. In the event of any such termination the
Company shall not be under any liability to any Underwriter (except for the
costs and expenses to be paid or reimbursed by the Company pursuant to
Paragraph 4(h) hereof and except for any liability under Paragraph 7 hereof)
nor shall any non-defaulting Underwriter be under any liability to the Company
(except for any liability under Paragraph 7 hereof).
It is understood that any Representatives, individually and not as
Representatives of the several Underwriters, may (but shall not be obligated
to) make payment to the Company, on behalf of any Underwriter or Underwriters,
for the Bonds to be purchased by such Underwriter or Underwriters. Any such
payment shall not relieve any such Underwriter or Underwriters of any of its or
their obligations hereunder.
Nothing herein contained shall relieve any defaulting Underwriter of
liability for any damages occasioned by its default hereunder.
The Company agrees to make the Bonds available to the Representatives
for the purposes of expediting their checking and packaging on behalf of the
Underwriters, at the Corporate Trust Operations Department of the Trustee,
____________________, ________________, New York, NY _________, or such other
address as specified in this Agreement, not later than 2:30 P.M. on the
business day next preceding the Date of Delivery.
Delivery of and payment for the Bonds shall be made at the office, on
the date and at the time specified in Schedule I hereto, or at such other time
and date not later than two full business days thereafter as the
Representatives and the Company may agree in writing, such time and date for
delivery and payment being herein referred to as the "Date of Delivery". On
the Date of Delivery the Company shall deliver the Bonds to the
Representatives, for the account of each Underwriter, against payment to or
upon the order of the Company of the purchase price of the Bonds in next day
funds by certified or official bank check or checks in New York Clearing House
funds payable to the order of the Company. Time shall be of the essence, and
delivery at the time determined as set forth above is a further condition of
the obligation of each Underwriter and of the Company. The Bonds shall be in
definitive fully registered form and registered in such names and denominations
as, at least two full business days prior to the Date of Delivery, the
Representatives shall specify.
3. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Bonds for sale to the public as set forth in
the Prospectus.
4. Covenants of the Company. The Company covenants and agrees with
the several Underwriters that:
(a) During the period when a prospectus relating to the Bonds is
required to be delivered under the Act, the Company will not file any
amendment to the Registration Statement or supplement to the Prospectus
of which you have not been advised and furnished with a copy and will
not file any such proposed amendment or supplement to which you
reasonably object.
(b) The Company will advise the Representatives promptly of any
request of the Commission for amendment of the Registration Statement or
Prospectus or for additional information and of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or of the institution of any proceedings for that
purpose, and the Company will use its best efforts to prevent the
issuance of any such stop order or to obtain as soon as possible the
lifting thereof, if issued. The Company will advise you promptly of any
order or communication of any public authority addressed to the Company
suspending or threatening to suspend qualification of the Bonds for sale
in any state.
(c) If at any time when a prospectus relating to the Bonds is
required to be delivered under the Act, an event shall have occurred as
a result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or if it
is necessary at any time to amend or supplement the Prospectus to comply
with the Act or to file under the Exchange Act any Incorporated Document
in order to comply with the Exchange Act, the Company will promptly
notify the Representatives thereof and the Company will at its own cost
and expense amend or supplement such Prospectus in order to correct such
statement or omission and in order that the Prospectus as so amended or
supplemented will comply with the requirements of Section 10(a)(1) of
the Act or file such Incorporated Document to effect such compliance.
(d) As soon as practicable, the Company will make generally
available to its security holders and to the Representatives an earning
statement which will satisfy the provisions of Section 11(a) of the Act
and Rule 158 under the Act.
(e) The Company will furnish to the Representatives one signed copy
of the Registration Statement (which shall be signed and shall include
all exhibits other than exhibits incorporated by reference), and copies
of each Preliminary Prospectus, each Prospectus, and all amendments and
supplements to such documents filed during the period when a prospectus
relating to the Bonds is required to be delivered under the Act, in each
case as soon as available and in such quantities as the Representatives
reasonably request.
(f) The Company will cooperate with the Underwriters in connection
with (i) the qualification of the Bonds for sale under the securities
laws of such states as the Representatives may reasonably designate and
the continuance of such qualifications in effect so long as required for
the distribution of the Bonds, provided that the Company shall not be
required to qualify as a foreign corporation in any state or to give a
general consent to service of process, and (ii) the determination of the
eligibility of the Bonds for investment by savings banks, trustees and
insurance companies under the laws of such jurisdictions as the
Representatives may reasonably designate.
(g) So long as any of the Bonds are outstanding, the Company will
deliver to the Representatives and, upon request, to each of the other
Underwriters (i) as soon as practicable after the end of each fiscal
year, balance sheets and statements of income and cash flows of the
Company, as at the end of and for such year, all in reasonable detail
and certified by independent public accountants, (ii) as soon as
practicable after the end of each quarterly fiscal period (except for
the last quarterly fiscal period of each fiscal year), balance sheets
and statements of income and cash flows of the Company, as at the end of
and for such period, all in reasonable detail as contained in the
Company's periodic reports filed under the Exchange Act, and (iii) from
time to time such other information concerning the Company as the
Representatives may reasonably request.
(h) Whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, the Company will pay, or
reimburse the Underwriters on demand for, all costs and expenses
incident to the performance of the Company's obligations under this
Agreement, including all expenses incident to the preparation of the
certificates for the Bonds and their issuance and delivery by the
Company, the preparation, execution and filing of a supplemental
indenture relating to the Bonds (the "Supplemental Indenture"), any
necessary taxes (except transfer taxes) or fees in connection with the
foregoing, the fees and expenses of the Company's counsel and
accountants, the costs and expenses incident to the preparation and
filing under the Act of the Registration Statement, each Prospectus, the
Supplemental Indenture relating to the Bonds and this Agreement, all
reasonable fees and disbursements (including fees and disbursements of
counsel) incurred by the Company or the Underwriters in connection with
the qualification of the Bonds for sale under state securities laws, the
determination of the eligibility of the Bonds for investment under the
laws of such states as the Representatives may reasonably designate and
the preparation of "Blue Sky" memoranda, and the cost of furnishing to
the Underwriters copies of "Blue Sky" memoranda, the Registration
Statement, any Preliminary Prospectus, and each amended and supplemented
prospectus and each prospectus prepared to permit compliance with
Section 10(a)(3) of the Act. The Company shall not, however, be
required to pay for any of the Representatives' expenses or those of any
of the other Underwriters other than as hereinabove set forth; provided
that, if this Agreement shall not be consummated because terminated by
the Representatives pursuant to Paragraph 6 hereof, or by reason of any
failure, refusal or inability on the part of the Company to perform any
undertaking or satisfy any condition of this Agreement or to comply with
any of the terms hereof on its part to be performed, unless such failure
to satisfy said condition or to comply with said terms is due to the
default or omission of any Underwriter, then and in any such case the
Company shall reimburse the several Underwriters for all reasonable
out-of-pocket disbursements (including fees and disbursements of
counsel) incurred by the Underwriters in connection with their
investigation, marketing and preparing to market the Bonds, or in
contemplation of performing their obligations hereunder, but the Company
shall not in any event be liable to the Underwriters for damages on
account of loss of anticipated profits from the sale by them of the
Bonds.
(i) The Company will apply the net proceeds from the sale of the
Bonds for the purposes set forth in the Prospectus.
(j) Unless otherwise specified in Schedule I, without the consent of
the Representatives, the Company will not offer or sell any First
Mortgage Bonds which are substantially similar to the Bonds for a period
beginning at the time of execution of this Agreement and ending seven
days after the Date of Delivery.
(k) As soon as reasonably possible after the Date of Delivery, the
Company will cause the Supplemental Indenture to be recorded in all
recording offices in the State of Florida in which the property intended
to be subject to the lien of the Mortgage is located and to be filed in
the Office of the Secretary of State of the State of Florida.
(l) The Company has complied and will continue to comply with all of
the provisions of Section 517.075 of the Florida statutes, and all rules
and regulations promulgated thereunder, relating to issuers doing
business with Cuba.
5. Conditions of the Obligations of the Underwriters. The
respective obligations of the several Underwriters to purchase the Bonds
hereunder shall be subject to the accuracy of and compliance with the
representations, warranties and agreements of the Company herein contained and
to the following additional terms and conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued at or before the Date of Delivery of
the Bonds and no proceedings for that purpose shall prior to that time
have been initiated or, to the knowledge of the Company, threatened by
the Commission; any request for additional information on the part of
the Commission (to be included in the Registration Statement or the
Prospectus or otherwise) shall have been complied with to the
satisfaction of counsel for the Underwriters; no Underwriter shall have
advised the Company that the Registration Statement or Prospectus, or
any amendment or supplement thereto, contains an untrue statement of
fact which in the Representatives' opinion is material, or omits to
state a fact which in the Representatives' opinion is material and is
required to be stated therein or is necessary to make the statements
therein not misleading; and no amendment to the Registration Statement
or supplement to the Prospectus shall have been filed prior to the Date
of Delivery to which the Representatives shall have reasonably objected,
in writing, after having received reasonable notice.
(b) The authorization and issuance of the Bonds, the form of the
Registration Statement and Prospectus and all corporate proceedings and
other legal matters incident thereto shall be satisfactory in all
respects to counsel for the Underwriters, and the Company shall have
furnished to counsel for the Underwriters such documents as they may
request to enable them to be satisfied with respect to the matters
referred to in this subparagraph and to furnish to the Representatives
an opinion, dated the Date of Delivery, with respect to the
incorporation and legal existence of the Company, the validity of the
Bonds, the validity of this Agreement, the Registration Statement, the
Prospectus and such other related matters as the Representatives may
reasonably requests.
(c) Subsequent to the latest respective dates as of which
information is given in the Registration Statement and the Prospectus as
they are amended or supplemented (excluding any Incorporated Documents
filed with the Commission after the date of the Prospectus), except as
contemplated therein (excluding any Incorporated Documents filed with
the Commission after the date of the Prospectus), there shall not have
been any decrease in the capital stock of the Company or any increase in
the long-term debt of the Company, or any adverse change, or any
development involving a prospective adverse change, in the condition
(financial or other), net worth or results of operations of the Company
which, in the Representatives' judgment, makes it impractical or
inadvisable to offer or deliver the Bonds on the terms and in the manner
contemplated in the Prospectus.
(d) On or after the date hereof (i) no downgrading shall have
occurred in the rating accorded the Company's debt securities by any
"nationally recognized statistical rating organization," as that term is
defined by the Commission for purposes of Rule 436(g)(2) under the Act
(ii) no such organization shall have given notice to the Company or
publicly announced that it has under surveillance or review, with
possible negative implications, its rating of any of the Company's debt
securities.
(e) The Company shall have furnished to you as Representatives of
the several Underwriters:
(i) The opinion of Kenneth E. Armstrong, Esq., as counsel
for the Company, dated the Date of Delivery, to the effect that:
(1) The Company is duly organized and validly existing
as a corporation in good standing under the laws of the State of
Florida with power to own and operate its properties and to
transact the business in which it is now engaged.
(2) The Company has been authorized by its Board of
Directors or the Executive Committee of its Board of Directors
to enter into this Agreement, and this Agreement has been duly
executed and delivered by the Company. The Company has
performed the undertakings and complied with the conditions
which by the terms of this Agreement it agreed to perform and
comply with, on or before the Date of Delivery, and this
Agreement does not conflict with or constitute a default under
the Company's articles of incorporation or by-laws, as in effect
on the date hereof, or any indenture or instrument of any nature
to which the Company is a party or by which its properties are
bound, or any order, rule or regulation applicable to the
Company of any court or other governmental body.
(3) The issuance and sale of the Bonds is subject to the
jurisdiction of the Florida Public Service Commission and an
appropriate order has been entered by said Commission approving
the issuance and sale of the Bonds and said order does not
impose upon the Company any condition which is unduly burdensome
or not in the best interest of the Company or which will prevent
the fulfillment of any of the terms of this Agreement. Such
order remains in full force and effect and constitutes a valid
and sufficient authorization of the issuance and sale of the
Bonds by the only governmental body or authority having
jurisdiction in the premises, except as may be required under
the Act or under state securities or "Blue Sky" laws.
(4) The Registration Statement has become effective
under the Act, and, to the best of the knowledge of such
counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose have been instituted or are pending or contemplated
under the Act; and based upon such counsel's familiarity with
the affairs of the Company and his participation in conferences
with officers of the Company and conversations with its
accountants and participation in the preparation of the
Registration Statement no facts have come to his attention that
lead him to believe that (except for the financial statements
and other financial or statistical data contained therein or
omitted therefrom, as to which such counsel need express no
opinion), (a) the Registration Statement (or any amendment or
supplement thereto), on its effective date, contained an untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading or (b) the Prospectus, at the
time the Prospectus was issued or at the Date of Delivery,
included or includes an 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; and that in his
opinion the Registration Statement and the Prospectus, and any
amendment or supplement thereto, as of the effective date of the
Registration Statement and at the date of this Agreement, appear
on their face to be appropriately responsive in all material
respects to the requirements of the Act and the rules and
regulations of the Commission thereunder (except for the
financial statements and other financial or statistical data
contained therein or omitted therefrom, as to which such counsel
need express no opinion), and the descriptions in the
Registration Statement and Prospectus of statutes, legal and
governmental proceedings and contracts and other documents and
the statements therein as to matters of law and legal
conclusions are accurate and fairly present the information
required to be shown.
(5) The Bonds and the Mortgage conform as to legal
matters with the statements concerning them contained in the
Registration Statement and Prospectus. The Mortgage has been
duly qualified under the Trust Indenture Act and complies with
the provisions of said Act and the rules and regulations
thereunder.
(6) The Mortgage has been duly authorized, executed and
delivered by the Company, is in proper legal form and is a valid
and binding obligation of the Company enforceable in accordance
with its terms, except as enforceability thereof may be limited
by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally, and except that
certain of the remedial provisions of the Mortgage may be
limited by the laws of the State of Florida, which laws do not,
in his opinion, make the remedies afforded by the Mortgage
inadequate for the realization of the benefits of the security
provided thereby. The Mortgage constitutes a valid first
mortgage lien for the security of the Bonds and all other bonds
outstanding thereunder, enforceable in accordance with its
terms, subject to "excepted encumbrances" as defined in the
Mortgage, upon all of the franchises and properties of the
Company (other than those expressly reserved and excepted
therefrom) specifically or generally described or referred to in
the granting clauses of the Mortgage and upon such franchises
and properties as may be thereafter acquired by the Company. The
properties and franchises specifically and generally described
or referred to in the granting clauses of the Mortgage
constitute substantially all of the Company's properties and
franchises (other than those expressly excepted and reserved
therefrom), and the descriptions thereof and references thereto
contained in the Mortgage are adequate to constitute the
Mortgage a lien thereon. The Mortgage, other than the
Supplemental Indenture relating to the Bonds, has been properly
recorded as a mortgage of real property in each of the counties
of the State of Florida in which the properties described or
referred to therein are located and as a mortgage of personal
property in the Office of the Secretary of State of the State of
Florida; all necessary taxes and fees in connection therewith
have been paid or provision made therefor, including the Florida
Intangible Personal Property Tax and the Florida Excise Tax on
Documents.
(7) The Supplemental Indenture relating to the Bonds is
in appropriate form for recordation in all recording offices in
the counties of the State of Florida in which any of the
mortgaged properties are located and for filing in the Office of
the Secretary of State of the State of Florida, pursuant to the
provisions of the Florida Uniform Commercial Code.
(8) The issue and sale of the Bonds has been duly
authorized by all necessary corporate action on the part of the
Company, and the Bonds have been duly and validly issued, and
assuming due authentication of the Bonds by First Chicago Trust
Company of New York, as Trustee (which fact he has not
determined by an inspection of the Bonds), the Bonds are valid
and legally binding obligations of the Company enforceable in
accordance with their terms, except as enforceability thereof
may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally, and
are entitled to the lien of and the benefits provided by the
Mortgage.
(9) The Company owns in fee all of its properties,
plants and important fixed units described or referred to in the
Mortgage as subject to the lien thereof, except that the titles
to certain of the properties are subject to easements, leases,
contracts, covenants and similar encumbrances and minor defects
of the nature common to properties of the size and character of
those of the Company, none of which is of the character as to
materially interfere with the use of such properties or the
operation of the Company's business. The properties of the
Company are subject to liens for current taxes which it is the
practice of the Company to pay regularly as and when due. The
Company has easements for rights-of-way adequate for the
operations and maintenance of its transmission and distribution
lines which are not constructed upon public highways.
(10) Except as otherwise set forth in the Prospectus,
the Company has such valid franchises, operating rights,
licenses, permits, consents, approvals, authorizations and/or
orders of governmental bodies, political subdivisions or
regulatory authorities, free from burdensome restrictions, as
are necessary for the acquisition, construction, ownership,
maintenance and operation of the properties now owned by it and
the conduct of the business now carried on by it as described in
the Registration Statement and Prospectus, and the Company is
not in default or violation of any thereof and is carrying on
its business in accordance therewith and, to the best of the
knowledge of such counsel, with all applicable federal, state
and other laws and regulations.
(11) He does not know of any legal or governmental
proceedings pending or threatened to which the Company is a
party, or of which its property is the subject, of a character
required to be disclosed in the Registration Statement which are
not disclosed and properly described therein; and he does not
know of any contracts or other documents of a character required
to be filed as exhibits to the Registration Statement which are
not so filed, or any contracts or other documents of a character
required to be disclosed in the Registration Statement which are
not disclosed and properly summarized therein.
(12) The outstanding shares of capital stock of the
Company have been duly and validly authorized and issued and are
fully paid and non-assessable; the capital stock conforms to the
statements concerning it in the Registration Statement and
Prospectus.
(ii) At the time this Agreement is executed and on the Date of
Delivery, a letter from KPMG Peat Marwick, dated respectively as of
the date this Agreement is executed and as of the Date of Delivery
and in form and substance satisfactory to the Representatives,
confirming that they are independent certified public accountants
within the meaning of the Act and published rules and regulations of
the Commission thereunder and stating:
(1) that the financial statements audited by them and
incorporated by reference in the Registration Statement and
Prospectus comply in form in all material respects with the
applicable accounting requirements of the Act and the related
published rules and regulations thereunder with respect to
registration statements on Form S-3 and with the Exchange Act
and the related published rules and regulations of the
Commission thereunder; and
(2) that, on the basis of a reading of the latest
available unaudited interim financial statements prepared by the
Company, inquiries of certain officials of the Company
responsible for financial and accounting matters, the reading of
the minutes of the meetings of the Board of Directors and
stockholders of the Company from _______________, 199__ to a
specified date not more than five business days prior to the
date of such letter, and such other inquiries and procedures as
may be specified in such letter, nothing has come to their
attention which caused them to believe that (i) any unaudited
interim financial statements included in the Company's Quarterly
Reports on Form 10-Q incorporated by reference in the
Registration Statement and the Prospectus do not comply in form
in all material respects with the applicable accounting
requirements of the Act and related published rules and
regulations as they apply to interim financial statements and of
the Exchange Act and related published rules and regulations
applicable to unaudited financial statements included in Form
10-Q, or that the unaudited interim financial statements were
not in conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of the
audited financial statements incorporated by reference in the
Registration Statement and the Prospectus; (ii) as of a
specified date not more than five business days prior to the
date of said letter, there was any decrease in the capital stock
or increase in the long-term debt of the Company or any
decreases in net assets of the Company, in each case as compared
with amounts shown in the most recent financial statements
included or incorporated by reference in the Registration
Statement and the Prospectus; or (iii) for the period from the
latest available balance sheet date to a specified date not more
than five business days prior to the date of such letter, there
were any decreases, as compared with the corresponding period of
the previous year, in the Company's operating revenues or net
income after dividends on preferred stock; except in all cases
as set forth in or contemplated by the Registration Statement
and the Prospectus, except for such exceptions enumerated in
such letter as have been agreed to by the Representatives and
the Company and except for changes occasioned by the declaration
or payment of dividends on the stock of the Company or
occasioned by sinking fund payments made on the debt securities
and preferred stock of the Company; and
(3) that, on the basis of a reading of financial
schedules prepared by the Company and the ratios of earnings to
fixed charges stated in the Prospectus, they have found the
amounts set forth in such schedules to be in agreement with the
accounting and financial records of the Company and have found
the ratios to be in agreement; and
(4) that, in addition to their examinations,
inspections, inquiries and other procedures referred to above,
they have performed such other procedures, specified by you, not
constituting an audit, as they have agreed to perform and report
on certain amounts, percentages, numerical data and other
financial information in the Company's most recent Annual Report
on Form 10-K and have compared certain of such amounts,
percentages, numerical data and financial information with, and
have found such items to be in agreement with, or derived from,
the detailed accounting records of the Company.
(f) The Company shall have furnished to you as Representatives of
the several Underwriters a certificate of the President or a Vice President and
the Treasurer or an Assistant Treasurer of the Company, dated the Date of
Delivery, to the effect that to the best of their knowledge based on reasonable
investigation:
(i) The representations and warranties of the Company in this
Agreement are true and correct as if made at and as of the Date of
Delivery, and the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied at
or prior to the Date of Delivery;
(ii) No stop order has been issued under the Act and no
proceedings therefor have been initiated or threatened by the \
Commission; and
(iii) They have carefully examined the Registration Statement and
the Prospectus, and, in their opinion, when the Registration Statement
became effective and at all times subsequent thereto neither the
Registration Statement nor the Prospectus nor any amendment or supplement
thereto included or includes any untrue statement of a material fact or
omitted or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of
the circumstances under which they were made, and, since the effective
date of the Registration Statement, there has occurred no event required
to be set forth in an amended or supplemented Prospectus which has not
been so set forth.
(g) All proceedings taken in connection with the sale of the Bonds
as herein contemplated shall be reasonably satisfactory in form and substance
to the Representatives and reasonably satisfactory to or approved by
Underwriters' counsel, and the Company shall have furnished to the
Representatives such further certificates and documents as the Representatives
shall have reasonably requested.
All such opinions, certificates, letters and documents will be in
compliance with the provisions hereof only if they are reasonably satisfactory
to the Representatives and to counsel to the Underwriters. The Company will
furnish the Representatives with such conformed copies of such opinions,
certificates, letters and documents as the Representatives request.
In giving the opinion under subparagraph (b) of this Paragraph,
counsel to the Underwriters may rely as to matters of law and legal
conclusions affected by the laws of the State of Florida upon the opinion of
Kenneth E. Armstrong, Esq., mentioned in subparagraph (e)(i) of this Paragraph.
Such counsel may also rely, to the extent they deem reliance proper, on
certificates of officers of the Company as to where its properties and other
assets are located and its business is conducted and as to other matters of
fact concerning the Company and advice from state authorities as to the
Company's qualification to do business and good standing.
If any condition of the Underwriters' obligations hereunder to be
satisfied on or prior to the Date of Delivery is not so satisfied, the
Representatives may cancel this Agreement without liability on the part of any
Underwriter or the Company, except for the expenses to be paid or reimbursed by
the Company pursuant to Paragraph 4(h) hereof and except for any liability
under Paragraph 7 hereof.
6. Cancellation. You, as Representatives of the several
Underwriters, may, by notice to the Company, cancel this Agreement prior to the
Date of Delivery if (a) there shall have occurred any general suspension of
trading in securities on the New York Stock Exchange or the American Stock
Exchange or there shall have been established, by the New York Stock Exchange
or the American Stock Exchange or by the 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, all to such a
degree as in your judgment would restrict materially a free market for the
Bonds, or if a banking moratorium shall have been declared by federal, New York
or Florida authorities, or (b) there shall have occurred any outbreak or
escalation of hostilities in which the United States shall have become involved
and the effect of which on the financial markets of the United States shall be
such as, in your judgment, makes it impracticable for the Underwriters to
enforce contracts for the sale of the Bonds, or (c) the Company shall have
sustained a substantial loss by fire, flood, accident or other calamity which
in your judgment renders it inadvisable to consummate the sale and delivery of
the Bonds by the several Underwriters at the initial public offering price,
regardless of whether or not such loss shall have been insured.
In the event of such cancellation the Company shall not be under any
liability to any Underwriter (except for the expenses to be paid by it pursuant
to the provisions of Paragraph 4(h) hereof and except for any liability under
Paragraph 7 hereof), nor shall any Underwriter be under any liability to the
Company except for any liability under Paragraph 7 hereof.
7. Indemnification. (a) The Company will indemnify and hold
harmless each Underwriter and each person, if any, who controls such
Underwriter within the meaning of the Act against any losses, claims, damages
or liabilities, joint or several, as incurred, to which such Underwriter or
such controlling person may become subject, under the Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement, any Preliminary Prospectus, the Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse
each Underwriter and each such controlling person for any legal or other
expenses, as incurred, reasonably incurred by such Underwriter or such
controlling person in connection with investigating, preparing or defending any
such loss, claim, damage, liability, investigation, proceeding or action,
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in the Registration Statement, any Preliminary Prospectus, the
Prospectus or such amendment or such supplement, in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through the Representatives specifically for use therein. This indemnity
agreement shall be in addition to any liability which the Company may otherwise
have.
(b) Each Underwriter will indemnify and hold harmless the
Company, each of its directors, each of its officers who has signed the
Registration Statement and each person, if any, who controls the Company
within the meaning of the Act, against any losses, claims, damages or
liabilities, as incurred, to which the Company or any such director,
officer or controlling person may become subject, under the Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, any Preliminary Prospectus, the
Prospectus or any amendment or supplement thereto, or arise out of or are
based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in the Registration Statement, any
Preliminary Prospectus, the Prospectus, or such amendment or such
supplement, in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through the Representatives
on its behalf specifically for use therein; and will reimburse the Company
for any legal or other expenses, as incurred, reasonably incurred by the
Company or any such director, officer or controlling person in connection
with investigating or defending any such loss, claim, damage, liability or
action. This indemnity agreement shall be in addition to any liability
which such Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Paragraph 7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Paragraph 7, notify the indemnifying party
in writing of the commencement thereof, but the omission so to notify the
indemnifying party will not relieve it from any liability which it may
have to any indemnified party otherwise than under this Paragraph 7. In
case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in and, to the extent
that it may wish, jointly with any other indemnifying party, similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Paragraph 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation.
(d) In order to provide for, just and equitable contribution in
circumstances under which the indemnity provided for above in this
Paragraph 7 is for any reason held to be unenforceable by the indemnified
parties although applicable in accordance with its terms, the Company and
the Underwriters shall contribute to the aggregate losses, claims, damages
and liabilities of the nature contemplated by such indemnity agreement
incurred by the Company and one or more of the Underwriters, as is
appropriate to reflect the relative benefits received by the Company on
the one hand and such Underwriters on the other; provided, however, if the
allocation provided by the immediately preceding sentence is not permitted
by applicable law or if the indemnified party failed to give the notice
required under subparagraph (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in
such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand and
the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities,
as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on
the other shall be deemed to be in the same proportion as the total net
proceeds from such offering (before deducting expenses) received by the
Company bear to the total underwriting discounts and commissions received
by such Underwriters. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of
a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company on the one hand or
such Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Underwriters agree that
it would not be just and equitable if contribution pursuant to this
subparagraph (d) were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable
considerations referred to above in this subparagraph (d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities referred to above in this subparagraph (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
action or claim. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this subparagraph (d), each person, if any, who controls
an Underwriter within the meaning of Section 15 of the Act shall have the
same rights to contribution as such Underwriter, and each director of the
Company, each officer of the Company who signed the Registration
Statement, and each person, if any, who controls the Company within the
meaning of Section 15 of the Act shall have the same rights to
contribution as the Company.
8. Survival of Representations and Indemnities. The respective
indemnities, agreements, representations, warranties and other statements of
the Company and its officers and of the several Underwriters set forth in or
made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or the
Company or any of its officers or directors or any controlling person, and will
survive delivery of and payment for the Bonds.
9. Representation of Underwriters; Notices. You represent and
warrant that as Representatives of the several Underwriters, you are entitled
to execute and deliver this Agreement and otherwise to act as representatives
on their behalf. Any notices by the Company to the Representatives, except as
otherwise herein specifically provided, shall be sufficient if given in writing
or by telegraph addressed at the address specified in Schedule I hereto, and
any notices to the Company shall be sufficient if given by you as
Representatives of the several Underwriters in writing or by telegraph or
telecopy, addressed to it in care of _______________, 3201 34th Street South,
St. Petersburg, FL 33711, telecopy no: (813) 866-4021. Notice to any
Underwriter pursuant to Paragraph 7 hereof shall be mailed, delivered or
telegraphed or telecopied and confirmed to such Underwriter's address as it
appears in such Underwriter's questionnaire furnished to the Company. Any
party to this Agreement may change such address for notices by sending to the
parties to this Agreement written notice of a new address for such purpose.
10. Successors. This Agreement shall inure to the benefit of and be
binding upon the several Underwriters and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person other than the persons mentioned in the
preceding sentence any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provisions herein contained, this Agreement
and all conditions and provisions hereof being intended to be and being for the
sole and exclusive benefit of such persons and for the benefit of no other
person; except that the warranties, indemnities and agreements of the Company
contained in this Agreement shall also be for the benefit of any person or
persons, if any, who control(s) any Underwriter or Underwriters within the
meaning of Section 15 of the Act, and except that the indemnities of the
Underwriters shall also be for the benefit of the directors of the Company,
such of its officers as shall have signed the Registration Statement and any
person who controls the Company within the meaning of said Section 15.
11. Underwriters Not Agents of the Company. Nothing herein
contained shall constitute the Underwriters, or any of them, agents or
representatives of the Company, or authorize them to act for or on behalf of
the Company in any capacity.
12. Applicable Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.
<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 and your acceptance shall constitute a binding agreement
between us.
Very truly yours,
FLORIDA POWER CORPORATION
By:
------------------------
Name:
Title: Vice President and
Treasurer
The foregoing Agreement is hereby
confirmed and accepted as of the
date specified in Schedule I hereto.
By: [Representative]
By: ___________________
Name:
Title:
For themselves and the other
several Underwriters, if any,
named in Schedule II hereto.
<PAGE>
SCHEDULE I
Underwriting Agreement dated ___________________.
Registration Statement Nos. 33-______ and 33-_____
Representatives:
Title, Purchase Price and Description of Bonds:
Title: First Mortgage Bonds, __% Series due _____.
Principal amount: U.S. $__________.
Purchase price:
Maturity date:
Interest rate:
Interest payable:
Sinking fund provisions:
Redemption provisions:
Form of payment: New York Clearing House funds.
Other provisions:
Public offering price:
Selling concession:
Reallowance:
Date of Delivery, Time and Location:
<PAGE>
Additional terms and conditions relating to Section 4(j):
Additional statements constituting information furnished in
writing by or on behalf of the Underwriters pursuant to
Section 7(b):
Address to which communications to the Representative are to
be mailed, delivered, telecopied or telegraphed and
confirmed pursuant to Section 9:
<PAGE>
SCHEDULE II
Underwriters Amount
------------ ------
<PAGE> 1 Exhibit 4.(f)
This instrument was prepared
under the supervision of:
Kenneth E. Armstrong, Esq.
Vice President, General Counsel
and Secretary
Florida Progress Corporation
One Progress Plaza
St. Petersburg, FL 33701 [CONFORMED COPY]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FLORIDA POWER CORPORATION
TO
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
(RESIGNING TRUSTEE)
AND
FIRST UNION NATIONAL BANK OF FLORIDA
(RESIGNING CO-TRUSTEE)
AND
FIRST CHICAGO TRUST COMPANY OF NEW YORK
(SUCCESSOR TRUSTEE)
---------------------
THIRTY-EIGHTH SUPPLEMENTAL INDENTURE
Dated as of July 25, 1994
---------------------
This is a security agreement covering personal property
as well as a mortgage upon real estate and other property.
SUPPLEMENT TO INDENTURE
DATED AS OF JANUARY 1, 1944, AS SUPPLEMENTED.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS*
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Recitals.......................................................... 1
Article I -- Confirmation of Change of Trustees................... 5
Section 1 -- Resignation, Appointment and Acceptance......... 5
Section 2 -- Address of Successor Trustee.................... 5
Section 3 -- Granting language............................... 5
Article II -- Sundry Provisions................................... 7
Section 1 -- Integration with Original Indenture............. 7
Section 2 -- Execution in Counterparts....................... 8
Section 3 -- No Recitals by Trustee.......................... 8
Section 4 -- Date of Execution............................... 8
</TABLE>
- ---------------
* The headings listed in this Table of Contents are for convenience only, and
should not be included for substantive purposes as part of this Supplemental
Indenture.
<PAGE> 3
SUPPLEMENTAL INDENTURE, dated as of the 25th day of July, 1994, made and
entered into by and between FLORIDA POWER CORPORATION, a corporation of the
State of Florida (hereinafter sometimes called the "Company"), party of the
first part, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK (formerly Guaranty
Trust Company of New York), a banking corporation of the State of New York,
whose post office address is 60 Wall Street, New York, New York 10260
(hereinafter sometimes called the "Resigning Trustee"), FIRST UNION NATIONAL
BANK OF FLORIDA (formerly, at various times, Florida National Bank, Florida
National Bank of Jacksonville, The Florida National Bank of Jacksonville and
Florida First National Bank of Jacksonville), a national banking association
organized and existing under the laws of the United States, whose post office
address is 214 Hogan Street, Jacksonville, Florida 32202 (hereinafter sometimes
called the "Resigning Co-Trustee"), and FIRST CHICAGO TRUST COMPANY OF NEW YORK,
a New York limited purpose trust company, whose post office address is 14 Wall
Street, 8th Floor, New York, New York 10005 (hereinafter sometimes called the
"Successor Trustee"), parties of the second part.
WHEREAS, the Company has heretofore executed and delivered an indenture of
mortgage and deed of trust, titled the Indenture, dated as of January 1, 1944,
and the same has been recorded in the public records of the counties listed on
Exhibit A hereto, on the dates and in the official record books and at the page
numbers listed thereon, and for the purpose of preventing the extinguishment of
said Indenture under Chapter 712, Florida Statutes, the above-referred-to
Indenture applicable to each county in which this instrument is recorded is
hereby incorporated herein and made a part hereof by this reference thereto
(said Indenture is hereinafter referred to as the "Original Indenture" and with
the below-mentioned thirty-seven Supplemental Indentures and this Supplemental
Indenture and all other indentures, if any, supplemental to the Original
Indenture collectively referred to as the "Indenture"), in and by which the
Company conveyed and mortgaged to the Resigning Trustee and Resigning Co-Trustee
certain property therein described to secure the payment of all bonds of the
Company to be issued thereunder in one or more series; and
WHEREAS, pursuant to and under the terms of the Original Indenture, the
Company issued $16,500,000 First Mortgage Bonds, 3 3/8% Series due 1974; and
WHEREAS, subsequent to the date of the execution and delivery of the
Original Indenture, the Company has from time to time executed and
<PAGE> 4
delivered thirty-seven indentures supplemental to the Original Indenture
(collectively, the "Supplemental Indentures"), providing for the creation of
additional series of bonds secured by the Original Indenture and/or for
amendment of certain terms and provisions of the Original Indenture and of
indentures supplemental thereto, such Supplemental Indentures, and the purposes
thereof, being as follows:
<TABLE>
<CAPTION>
SUPPLEMENTAL INDENTURE
AND DATE PROVIDING FOR:
- ---------------------- -------------------------------------------
<S> <C>
First $4,000,000 First Mortgage Bonds, 2 7/8%
July 1, 1946 Series due 1974
Second $8,500,000 First Mortgage Bonds, 3 1/4%
November 1, 1948 Series due 1978
Third $14,000,000 First Mortgage Bonds, 3 3/8%
July 1, 1951 Series due 1981
Fourth $15,000,000 First Mortgage Bonds, 3 3/8%
November 1, 1952 Series due 1982
Fifth $10,000,000 First Mortgage Bonds, 3 5/8%
November 1, 1953 Series due 1983
Sixth $12,000,000 First Mortgage Bonds, 3 1/8%
July 1, 1954 Series due 1984
Seventh $20,000,000 First Mortgage Bonds, 3 7/8%
July 1, 1956 Series due 1986, and amendment of certain
provisions of the Original Indenture
Eighth $25,000,000 First Mortgage Bonds, 4 1/8%
July 1, 1958 Series due 1988, and amendment of certain
provisions of the Original Indenture
Ninth $25,000,000 First Mortgage Bonds, 4 3/4%
October 1, 1960 Series due 1990
Tenth $25,000,000 First Mortgage Bonds, 4 1/4%
May 1, 1962 Series due 1992
Eleventh $30,000,000 First Mortgage Bonds, 4 5/8%
April 1, 1965 Series due 1995
Twelfth $25,000,000 First Mortgage Bonds, 4 7/8%
November 1, 1965 Series due 1995
Thirteenth $25,000,000 First Mortgage Bonds, 6 1/8%
August 1, 1967 Series due 1997
Fourteenth $30,000,000 First Mortgage Bonds, 7% Series
November 1, 1968 due 1998
Fifteenth $35,000,000 First Mortgage Bonds, 7 7/8%
August 1, 1969 Series due 1999
Sixteenth Amendment of certain provisions of the
February 1, 1970 Original Indenture
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
SUPPLEMENTAL INDENTURE
AND DATE PROVIDING FOR:
- ---------------------- -------------------------------------------
<S> <C>
Seventeenth $40,000,000 First Mortgage Bonds, 9% Series
November 1, 1970 due 2000
Eighteenth $50,000,000 First Mortgage Bonds, 7 3/4%
October 1, 1971 Series due 2001
Nineteenth $50,000,000 First Mortgage Bonds, 7 3/8%
June 1, 1972 Series due 2002
Twentieth $50,000,000 First Mortgage Bonds, 7 1/4%
November 1, 1972 Series A due 2002
Twenty-First $60,000,000 First Mortgage Bonds, 7 3/4%
June 1, 1973 Series due 2003
Twenty-Second $70,000,000 First Mortgage Bonds, 8% Series
December 1, 1973 A due 2003
Twenty-Third $80,000,000 First Mortgage Bonds, 8 3/4%
October 1, 1976 Series due 2006
Twenty-Fourth $40,000,000 First Mortgage Bonds,
April 1, 1979 6 3/4-6 7/8% Series due 2004-2009
Twenty-Fifth $100,000,000 First Mortgage Bonds, 13 5/8%
April 1, 1980 Series due 1987
Twenty-Sixth $100,000,000 First Mortgage Bonds, 13.30%
November 1, 1980 Series A due 1990
Twenty-Seventh $38,000,000 First Mortgage Bonds,
November 15, 1980 10-10 1/4% Series due 2000-2010
Twenty-Eighth $50,000,000 First Mortgage Bonds, 9 1/4%
May 1, 1981 Series A due 1984
Twenty-Ninth Amendment of certain provisions of the
September 1, 1982 Original Indenture
Thirtieth $100,000,000 First Mortgage Bonds, 13 1/8%
October 1, 1982 Series due 2012
Thirty-First $150,000,000 First Mortgage Bonds, 8 5/8%
November 1, 1991 Series due 2021
Thirty-Second $150,000,000 First Mortgage Bonds, 8%
December 1, 1992 Series due 2022
Thirty-Third $75,000,000 First Mortgage Bonds, 6 1/2%
December 1, 1992 Series due 1999
Thirty-Fourth $80,000,000 First Mortgage Bonds, 6 7/8%
February 1, 1993 Series due 2008
Thirty-Fifth $70,000,000 First Mortgage Bonds, 6 1/8%
March 1, 1993 Series due 2003
Thirty-Sixth $110,000,000 First Mortgage Bonds, 6%
July 1, 1993 Series due 2003
Thirty-Seventh $100,000,000 First Mortgage Bonds, 7%
December 1, 1993 Series due 2023
</TABLE>
WHEREAS, the Supplemental Indentures have each been recorded in the public
records of the counties listed on Exhibit A hereto, on the dates and in the
official record books and at the page numbers listed thereon; and
3
<PAGE> 6
WHEREAS, subsequent to the execution and delivery of the Thirty-Seventh
Supplemental Indenture, the Company has purchased, constructed or otherwise
acquired certain property hereinafter referred to, and the Company desires by
this Supplemental Indenture to confirm the lien of the Original Indenture on
such property; and
WHEREAS, the parties hereto have executed an Agreement of Resignation,
Appointment and Acceptance dated June 30, 1994 (the "Agreement"), pursuant to
which, effective July 25, 1994, Resigning Trustee has resigned as Trustee under
the Indenture (the "Trustee"), the Company has appointed the Successor Trustee
to succeed the Resigning Trustee as Trustee, and the Successor Trustee has
accepted the appointment as Trustee; and
WHEREAS, Section 14.19 of the Indenture provides that (i) the Resigning
Co-Trustee has been joined as co-trustee under the Indenture in order to comply
with certain legal requirements, (ii) if such legal requirements are repealed,
the Company may request the resignation or removal of the Resigning Co-Trustee,
and (iii) unless and until there shall be appointed a new trustee as successor
to the Resigning Co-Trustee, all the right, title and powers of the trustees
shall devolve upon the Trustee and its successors alone; and
WHEREAS, Section 660.41(5) Florida Statutes (1991), which in effect
required a co-trustee to be appointed under the Indenture, has been repealed;
and
WHEREAS, pursuant to the Agreement, the Company has requested the
resignation of and removed the Resigning Co-Trustee, so that all the right,
title and powers of the Trustee shall devolve upon the Successor Trustee and its
successors alone; and
WHEREAS, the Company in the exercise of the powers and authority conferred
upon and reserved to it under and by virtue of the Indenture, and pursuant to
the resolutions of its Board of Directors (as defined in the Indenture, which
definition includes the Executive Committee of the Board of Directors) has duly
resolved and determined to make, execute and deliver a Supplemental Indenture in
the form hereof for the purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument in accordance with
its terms have been done, performed and fulfilled, and the execution and
delivery hereof have been in all respects duly authorized;
4
<PAGE> 7
NOW, THEREFORE, the Company, the Resigning Trustee, the Successor Trustee
and the Resigning Co-Trustee, in consideration of the foregoing premises and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, agree as follows:
ARTICLE I
CONFIRMATION OF CHANGE OF TRUSTEES
SECTION 1. The Company, the Resigning Trustee, the Resigning Co-Trustee and
the Successor Trustee hereby confirm that the Resigning Trustee has resigned as
Trustee under the Indenture, that the Resigning Co-Trustee has resigned and been
removed as Co-Trustee under the Indenture, that the Successor Trustee has been
appointed successor Trustee under the Indenture and that Successor Trustee has
accepted such appointment, all effective as of the opening of business on July
25, 1994. From and after that date, all references in the Indenture to the
Trustee or the Trustees shall be deemed to refer to First Chicago Trust Company
of New York and its successors and assigns in the trust created under the
Indenture, subject in all respects to the provisions of the Indenture.
SECTION 2. The principal office and place of business of Successor Trustee
is located at 14 Wall Street, 8th Floor, New York, New York 10005.
SECTION 3. In order to secure the payment of both the principal of and
interest and premium, if any, on the bonds from time to time issued and to be
issued under the Indenture, according to their tenor and effect, Florida Power
Corporation does hereby confirm the grant, sale, resale, conveyance, assignment,
transfer, mortgage and pledge of the property described in the Original
Indenture and the Supplemental Indentures (except such properties or interests
therein as may have been released or sold or disposed of in whole or in part as
permitted by the provisions of the Original Indenture), and hath granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
set over and confirmed, and by these presents doth grant, bargain, sell,
release, convey, assign, transfer, mortgage, pledge, set over and confirm unto
First Chicago Trust Company of New York (as successor Trustee under the
Indenture to Morgan Guaranty Trust Company of New York and First Union National
Bank of Florida), and to the Trustee's successors in the trust and to its
successors and assigns, forever, all property, real, personal and mixed,
tangible and intangible, owned by the Company on the date of the execution of
this Supplemental Indenture or which may be hereafter acquired by it, including
(but not
5
<PAGE> 8
limited to) all property which it has acquired subsequent to the date of the
Thirty-Seventh Supplemental Indenture and situated in the State of Florida, and
including without limitation the property described on Exhibit B hereto (in all
cases, except such property as is expressly excepted by the Original Indenture
from the lien and operation thereof); and without in any way 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 other 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, facilities for utilization of natural gas, street lighting systems, if
any, standards and other equipment incidental thereto, telephone, radio and
television systems, microwave systems, facilities for utilization of water,
steam heat and hot water plants, if any, all substations, lines, service and
supply systems, bridges, culverts, tracks, offices, buildings and other
structures and equipment and fixtures thereof; all machinery, engines, boilers,
dynamos, electric machines, regulators, meters, transformers, generators,
motors, electrical and mechanical appliances, conduits, cables, pipes, fittings,
valves and connections, poles (wood, metal and concrete), and transmission
lines, wires, cables, conductors, insulators, tools, implements, apparatus,
furniture, chattels, and choses in action; all municipal and other franchises,
consents, licenses or permits; all lines for the distribution of electric
current, gas, steam heat or water for any purpose including towers, poles (wood,
metal and concrete), 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 use and occupancy of the same (except as herein
or in the Original Indenture or any of the Supplemental Indentures expressly
excepted); all the right, title and interest of the Company 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 Original
Indenture and said Supplemental Indentures, described.
IT IS HEREBY AGREED by the Company that all the property, rights and
franchises acquired by the Company after the date hereof (except any property
herein or in the Original Indenture or any of the Supplemental Indentures
expressly excepted) shall, subject to the provisions of Section 9.01 of the
Original Indenture and to the extent permitted by law, be as fully embraced
within the lien hereof as if such property, rights and
6
<PAGE> 9
franchises were now owned by the Company and/or specifically described herein
and conveyed hereby.
TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in any way appertaining to the aforesaid mortgaged
property or any part thereof, with the reversion and reversions, remainder and
remainders and (subject to the provisions of Section 9.01 of the Original
Indenture) the tolls, rents, revenues, issues, earnings, income, product and
profits thereof, and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid mortgaged property and every part and
parcel thereof.
TO HAVE AND TO HOLD THE SAME unto First Chicago Trust Company of New York
(as successor Trustee under the Indenture to First Union National Bank of
Florida and Morgan Guaranty Trust Company of New York), and its successors in
the trust and its assigns forever, but IN TRUST NEVERTHELESS upon the terms and
trusts set forth in the Indenture, for the benefit and security of those who
shall hold the bonds and coupons issued and to be issued under the Indenture,
without preference, priority or distinction as to lien of any of said bonds and
coupons over any others thereof by reason or priority in the time of the issue
or negotiation thereof, or otherwise howsoever, subject, however, to the
provisions of Sections 10.03 and 10.12 of the Original Indenture.
SUBJECT, HOWEVER, to the reservations, exceptions, conditions, limitations
and restrictions contained in the several deeds, servitudes and contracts or
other instruments through which the Company acquired, and/or claims title to
and/or enjoys the use of the aforesaid properties; and subject also to
encumbrances of the character defined in the Original Indenture as "excepted
encumbrances" in so far as the same may attach to any of the property embraced
herein.
ARTICLE II
SUNDRY PROVISIONS
SECTION 1. This Supplemental Indenture is executed and shall be construed
as an indenture supplemental to the Original Indenture, and shall form a part
thereof and all of the provisions contained in the Original Indenture in respect
to the rights, privileges, immunities, powers and duties of the Trustee or
Trustees under the Indenture shall be applicable in respect hereof as fully and
with like effect as if set forth herein in full.
7
<PAGE> 10
SECTION 2. This Supplemental Indenture may be simultaneously executed in
any number of counterparts, and all of said counterparts executed and delivered,
each as an original, shall constitute but one and the same instrument.
SECTION 3. None of the Resigning Trustee, the Resigning Co-Trustee or the
Successor Trustee shall be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or of the
due execution hereof by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the Company solely.
SECTION 4. Although this Supplemental Indenture is dated for convenience
and for purposes of reference as of July 25, 1994, the actual dates of execution
by the Company and by the Resigning Trustee, the Resigning Co-Trustee and the
Successor Trustee are as indicated by the respective acknowledgements hereto
annexed.
8
<PAGE> 11
IN WITNESS WHEREOF, FLORIDA POWER CORPORATION has caused this Supplemental
Indenture to be signed in its name and behalf by its Vice President and
Treasurer, and its corporate seal to be hereunto affixed and attested by its
Secretary, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK has caused this
Supplemental Indenture to be signed and sealed in its name and behalf by a Vice
President, and its corporate seal to be attested by an Assistant Secretary, and
FIRST UNION NATIONAL BANK OF FLORIDA has caused this Supplemental Indenture to
be signed in its name and behalf by an Assistant Vice President, and its
corporate seal to be hereunto affixed and attested by an Assistant Vice
President, and FIRST CHICAGO TRUST COMPANY OF NEW YORK has caused this
Supplemental Indenture to be signed and sealed in its name and behalf by a Vice
President, and its corporate seal to be attested by a Trust Officer, all as of
the day and year first above written.
FLORIDA POWER CORPORATION
By /s/ DAVID R. KUZMA
-------------------------------------
David R. Kuzma
Vice President and Treasurer
3201 34th Street South
St. Petersburg, FL 33711
[SEAL]
Attest:
/s/ KENNETH E. ARMSTRONG
- ----------------------------------------
Kenneth E. Armstrong
Secretary
3201 34th Street South
St. Petersburg, FL 33711
Signed, sealed and delivered by said
FLORIDA POWER CORPORATION
in the presence of:
/s/ DOUGLAS E. WENTZ
- ----------------------------------------
Douglas E. Wentz
/s/ JOSEPH E. ORFANO
- ----------------------------------------
Joseph E. Orfano
9
<PAGE> 12
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By /s/ CATHERINE F. DONOHUE
------------------------------------
Catherine F. Donohue
Vice President
60 Wall Street
New York, NY 10260
[SEAL]
Attest:
/s/ ROBERT W. RICH
- ----------------------------------------
Robert W. Rich
Assistant Secretary
60 Wall Street
New York, NY 10260
Signed, sealed and delivered by said
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
in the presence of:
/s/ DENNIS KAROLY
- ----------------------------------------
Dennis Karoly
/s/ SUSAN F. DONNELLY
- ----------------------------------------
Susan F. Donnelly
10
<PAGE> 13
FIRST UNION NATIONAL
BANK OF FLORIDA
By /s/ JANALEE R. SCOTT
------------------------------------
Janalee R. Scott
Vice President
214 Hogan Street, 2nd Floor
Jacksonville, FL 32202
[SEAL]
Attest:
/s/ KAREN REED
- -----------------------------------
Karen Reed
Vice President
214 Hogan Street, 2nd Floor
Jacksonville, FL 32202
Signed, sealed and delivered by said
FIRST UNION NATIONAL
BANK OF FLORIDA
in the presence of:
/s/ MARY DUNCAN
- -----------------------------------
Mary Duncan
/s/ MELBA POLK
- -----------------------------------
Melba Polk
11
<PAGE> 14
FIRST CHICAGO TRUST
COMPANY OF NEW YORK
By /s/ STEVEN M. WAGNER
------------------------------------
Steven M. Wagner
Vice President
14 Wall Street, 8th Floor
New York, NY 10005
[SEAL]
Attest:
/s/ SUZANNE MAUER
- -----------------------------------
Suzanne Mauer
Trust Officer
14 Wall Street, 8th Floor
New York, NY 10005
Signed, sealed and delivered by said
FIRST CHICAGO TRUST
COMPANY OF NEW YORK
in the presence of:
/s/ MELISSA G. WEISMAN
- -------------------------------------
Melissa G. Weisman
/s/ CHARLENE MULLANE
- -------------------------------------
Charlene Mullane
12
<PAGE> 15
<TABLE>
<S> <C> <C>
STATE OF FLORIDA )
SS:
COUNTY OF PINELLAS )
</TABLE>
Before me, the undersigned, a notary public in and for the State and County
aforesaid, an officer duly authorized to take acknowledgments of deeds and other
instruments, personally appeared David R. Kuzma, Vice President and Treasurer of
FLORIDA POWER CORPORATION, a corporation, the corporate party of the first part
in and to the above written instrument, and also personally appeared before me
Kenneth E. Armstrong, Secretary of the said corporation; such persons being
severally personally known to me, who did take an oath and are known by me to be
the same individuals who as such Vice President and Treasurer and as such
Secretary executed the above written instrument on behalf of said corporation;
and he, the said Vice President and Treasurer, acknowledged that as such Vice
President and Treasurer, he subscribed the said corporate name to said
instrument on behalf and by authority of said corporation, and he, the said
Secretary, acknowledged that he affixed the seal of said corporation to said
instrument and attested the same by subscribing his name as Secretary of said
corporation, by authority and on behalf of said corporation, and each of the two
persons above named acknowledged that, being informed of the contents of said
instrument, they, as such Vice President and Treasurer and Secretary, delivered
said instrument by authority and on behalf of said corporation and that all such
acts were done freely and voluntarily and for the uses and purposes in said
instrument set forth and that such instrument is the free act and deed of said
corporation; and each of said persons further acknowledged and declared that he
knows the seal of said corporation, and that the seal affixed to said instrument
is the corporate seal of the corporation aforesaid.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 29th day of June, 1994, at St. Petersburg, in the State and County
aforesaid.
/s/ LINDA LYLE
-------------------------------------
Linda Lyle
[NOTARIAL SEAL]
13
<PAGE> 16
<TABLE>
<S> <C> <C>
STATE OF NEW YORK )
SS:
COUNTY OF NEW YORK )
</TABLE>
Before me, the undersigned, a notary public in and for the State and County
aforesaid, an officer duly authorized to take acknowledgments of deeds and other
instruments, personally appeared Catherine F. Donohue, a Vice President of
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a corporation, one of the corporate
parties of the second part in and to the above written instrument, and also
personally appeared before me, Robert W. Rich, an Assistant Secretary of the
said corporation; said persons being severally personally known to me, who did
take an oath and are known by me to be the same individuals who as such Vice
President and as such Assistant Secretary executed the above written instrument
on behalf of said corporation; and she, the said Vice President, acknowledged
that as such Vice President she subscribed the said corporate name to said
instrument and affixed the seal of said corporation to said instrument on behalf
and by authority of said corporation, and she, the said Assistant Secretary,
acknowledged that she attested the same by subscribing her name as Assistant
Secretary of said corporation, by authority and on behalf of said corporation,
and each of the two persons above named acknowledged that, being informed of the
contents of said instrument, they, as such Vice President and Assistant
Secretary, delivered said instrument by authority and on behalf of said
corporation and that all such acts were done freely and voluntarily and for the
uses and purposes in said instrument set forth and that such instrument is the
free act and deed of said corporation, and each of said persons further
acknowledged and declared that she knows the seal of said corporation, and that
the seal affixed to said instrument is the corporate seal of the corporation
aforesaid.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 29th day of June, 1994, at New York City, in the State and County
aforesaid.
/s/ JOANNE E. ILSE
-------------------------------------
Joanne E. Ilse
Notary Public, State of New York
No. 01IL5018680
Qualified in Queens County
Commission Expires October 4, 1995
[NOTARIAL SEAL]
14
<PAGE> 17
<TABLE>
<S> <C> <C>
STATE OF FLORIDA )
SS:
COUNTY OF DUVAL )
</TABLE>
Before me, the undersigned, a notary public in and for the State and County
aforesaid, an officer duly authorized to take acknowledgments of deeds and other
instruments, personally appeared Janalee R. Scott, Vice President of FIRST UNION
NATIONAL BANK OF FLORIDA, a corporation, one of the corporate parties of the
second part in and to the above written instrument, and also personally appeared
before me Karen Reed, Vice President of the said corporation; said persons being
severally personally known to me, who did take an oath and are known by me to be
the same individuals who as such Vice President and Vice President executed the
above written instrument on behalf of said corporation; and she, the said Vice
President, acknowledged that she subscribed the said corporate name to said
instrument on behalf and by authority of said corporation, and she, the said
Vice President, acknowledged that she affixed the seal of said corporation to
said instrument and attested the same by subscribing her name as Vice President
of said corporation, by authority and on behalf of said corporation, and each of
the two persons above named acknowledged that, being informed of the contents of
said instrument, they, as such Vice Presidents delivered said instrument by
authority and on behalf of said corporation and that all such acts were done
freely and voluntarily and for the uses and purposes in said instrument set
forth and that such instrument is the free act and deed of said corporation; and
each of said persons further acknowledged and declared that she knows the seal
of said corporation, and that the seal affixed to said instrument is the
corporate seal of the corporation aforesaid.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 27th day of June, 1994, at Jacksonville, in the State and County
aforesaid.
/s/ CHARLOTTE A. KEMP
-------------------------------------
Charlotte A. Kemp
[NOTARIAL SEAL]
15
<PAGE> 18
<TABLE>
<S> <C> <C>
STATE OF NEW YORK )
SS:
COUNTY OF NEW YORK )
</TABLE>
Before me, the undersigned, a notary public in and for the State and County
aforesaid, an officer duly authorized to take acknowledgments of deeds and other
instruments, personally appeared Steven M. Wagner, Vice President of FIRST
CHICAGO TRUST COMPANY OF NEW YORK, a New York limited purpose trust company (the
"Corporation"), one of the corporate parties of the second part in and to the
above written instrument, and also personally appeared before me Suzanne Mauer,
Trust Officer of the said corporation; said persons being severally personally
known to me, who did take an oath and are known by me to be the same individuals
who as such Vice President and Trust Officer executed the above written
instrument on behalf of said corporation; and he, the said Vice President,
acknowledged that as such Vice President, he subscribed the said corporate name
to said instrument on behalf and by authority of said corporation, and she, the
said Trust Officer, acknowledged that she affixed the seal of said corporation
to said instrument and attested the same by subscribing her name as Trust
Officer of said corporation, by authority and on behalf of said corporation, and
each of the two persons above named acknowledged that, being informed of the
contents of said instrument, they, as such Vice President and Trust Officer,
delivered said instrument by authority and on behalf of said corporation and
that all such acts were done freely and voluntarily and for the uses and
purposes in said instrument set forth and that such instrument is the free act
and deed of said corporation; and each of said persons further acknowledged and
declared that he/she knows the seal of said corporation, and the seal affixed to
said instrument is the corporate seal of the corporation aforesaid.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 29th day of June, 1994, at New York City, in the State and County
aforesaid.
/s/ BARBARA MALFUCCI
-------------------------------------
Barbara Malfucci
[NOTARIAL SEAL]
16
<PAGE>
EXHIBIT A
RECORDING INFORMATION
ORIGINAL INDENTURE dated January 1, 1944
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 02/25/44 121 172
Bay 10/20/47 59 18
Brevard 10/30/91 3157 3297
Citrus 02/25/44 18 1
Columbia 02/25/44 42 175
Dixie 02/25/44 3 127
Flagler 10/30/91 456 288
Franklin 02/25/44 0 83
Gadsden 02/26/44 A-6 175
Gilchrist 02/25/44 5 60
Gulf 02/26/44 6 193
Hamilton 02/25/44 42 69
Hardee 02/25/44 23 1
Hernando 02/25/44 90 1
Highlands 02/25/44 48 357
Hillsborough 02/25/44 662 105
Jackson 02/26/44 370 1
Jefferson 07/02/51 25 1
Lafayette 02/25/44 22 465
Lake 02/25/44 93 1
Leon 02/25/44 41 1
Levy 02/25/44 3 160
Liberty 02/25/44 "H" 116
Madison 07/02/51 61 86
Marion 02/25/44 103 1
Orange 02/25/44 297 375
Osceola 02/25/44 20 1
Pasco 02/25/44 39 449
Pinellas 02/26/44 566 1
Polk 02/25/44 666 305
Seminole 02/25/44 65 147
Sumter 02/25/44 25 1
Suwanee 02/25/44 58 425
Taylor 07/03/51 36 1
Volusia 02/25/44 135 156
Wakulla 02/25/44 14 1
STATE OF GEORGIA
Cook 02/25/44 24 1
Echols 02/25/44 A-1 300
Lowndes 02/25/44 5-0 1
<PAGE>
SUPPLEMENTAL INDENTURE (First) dated July 1, 1946
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 11/12/46 166 1
Bay 10/20/47 59 1
Brevard 10/30/91 3157 3590
Citrus 11/12/46 17 362
Columbia 11/12/46 49 283
Dixie 11/14/46 3 357
Flagler 10/30/91 456 579
Franklin 11/13/46 "P" 80
Gadsden 11/13/46 A-9 148
Gilchrist 11/14/46 7 120
Gulf 11/13/46 10 313
Hamilton 11/12/46 40 371
Hardee 11/12/46 24 575
Hernando 11/14/46 99 201
Highlands 11/12/46 55 303
Hillsborough 11/06/46 95 375
Jackson 11/13/46 399 1
Jefferson 07/02/51 25 287
Lafayette 11/14/46 23 156
Lake 11/13/46 107 209
Leon 11/13/46 55 481
Levy 11/14/46 4 133
Liberty 11/13/46 "H" 420
Madison 07/02/51 61 373
Marion 11/12/46 110 1
Orange 11/12/46 338 379
Osceola 11/12/46 20 164
Pasco 11/14/46 44 169
Pinellas 11/06/46 632 161
Polk 11/12/46 744 511
Seminole 11/13/46 74 431
Sumter 11/13/46 25 467
Suwanee 11/12/46 63 316
Taylor 07/03/51 36 145
Volusia 11/13/46 158 203
Wakulla 11/13/36 14 299
<PAGE>
SUPPLEMENTAL INDENTURE (Second) dated November 1, 1948
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 01/08/49 196 287
Bay 01/10/49 64 395
Brevard 10/30/91 3157 3607
Citrus 01/13/49 18 414
Columbia 01/08/49 55 493
Dixie 01/10/49 4 201
Flagler 10/30/91 456 601
Franklin 01/10/49 "Q" 1
Gadsden 01/10/49 A-13 157
Gilchrist 01/08/49 6 274
Gulf 01/10/49 13 74
Hamilton 01/10/49 44 1
Hardee 01/08/49 28 110
Hernando 01/08/49 109 448
Highlands 01/08/49 61 398
Hillsborough 01/13/49 810 452
Jackson 01/10/49 400 563
Jefferson 07/02/51 25 320
Lafayette 01/10/49 25 210
Lake 01/08/49 119 555
Leon 01/10/49 82 303
Levy 01/08/49 5 242
Liberty 01/08/49 "H" 587
Madison 07/02/51 61 407
Marion 01/11/49 122 172
Orange 01/08/49 388 604
Osceola 01/08/49 25 104
Pasco 01/08/49 47 549
Pinellas 01/05/49 716 11
Polk 01/07/49 807 411
Seminole 01/06/49 84 389
Sumter 01/08/49 28 41
Suwanee 01/08/49 69 150
Taylor 07/03/51 36 162
Volusia 01/06/49 192 167
Wakulla 01/10/49 16 1
<PAGE>
SUPPLEMENTAL INDENTURE (Third) dated July 1, 1951
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 08/02/51 234 340
Bay 08/03/51 93 155
Brevard 10/30/91 3157 3630
Citrus 07/30/51 20 251
Columbia 08/02/51 66 503
Dixie 08/02/51 5 271
Flagler 10/30/91 456 624
Franklin 08/03/51 "Q" 522
Gadsden 08/03/51 A-19 271
Gilchrist 08/02/51 7 422
Gulf 08/03/51 16 59
Hamilton 08/03/51 51 347
Hardee 08/02/51 32 1
Hernando 08/02/51 118 537
Highlands 08/02/51 69 344
Hillsborough 08/02/51 927 174
Jefferson 08/03/51 25 359
Lafayette 08/03/51 27 305
Lake 07/31/51 139 323
Leon 08/02/51 113 465
Levy 08/02/51 7 211
Liberty 07/25/51 I 232
Madison 08/07/51 62 1
Marion 08/02/51 142 143
Orange 08/07/51 460 60
Osceola 08/02/51 31 385
Pasco 08/10/51 56 1
Pinellas 08/02/51 847 301
Polk 08/01/51 899 539
Seminole 08/07/51 100 403
Sumter 08/02/51 32 345
Suwanee 08/02/51 76 413
Taylor 08/07/51 36 182
Volusia 08/07/51 245 393
Wakulla 08/03/51 17 259
STATE OF GEORGIA
Cook 08/08/51 35 566
Echols 08/02/51 A-3 521
Lowndes 08/04/51 7-E 188<PAGE>
FOURTH SUPPLEMENTAL INDENTURE November 1, 1952
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 12/31/52 256 288
Bay 01/01/53 104 571
Brevard 10/30/91 3157 3663
Citrus 12/31/52 22 321
Columbia 12/31/52 72 521
Dixie 12/31/52 6 135
Flagler 10/30/91 456 657
Franklin 12/31/52 R 477
Gadsden 12/31/52 A-22 511
Gilchrist 12/31/52 9 124
Gulf 01/02/53 17 7
Hamilton 12/31/52 54 293
Hardee 12/31/52 33 433
Hernando 12/31/52 125 361
Highlands 01/02/53 74 131
Hillsborough 12/29/52 993 545
Jefferson 12/31/52 27 1
Lafayette 12/31/52 28 445
Lake 01/02/53 150 343
Leon 12/31/52 130 1
Levy 12/31/52 8 362
Liberty 01/09/53 I 462
Madison 01/02/53 65 134
Marion 01/02/53 153 434
Orange 12/31/52 505 358
Osceola 12/31/52 36 145
Pasco 01/02/53 61 563
Pinellas 12/29/52 926 561
Polk 01/12/53 974 177
Seminole 01/02/53 111 41
Sumter 12/31/52 35 441
Suwanee 01/02/53 82 27
Taylor 12/31/52 37 325
Volusia 01/10/53 278 107
Wakulla 01/02/53 18 383
STATE OF GEORGIA
Cook 01/01/53 39 95
Echols 01/01/53 A-4 110
Lowndes 12/31/52 7-0 540<PAGE>
FIFTH SUPPLEMENTAL INDENTURE November 1, 1953
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 12/29/53 271 24
Bay 01/01/54 115 505
Brevard 10/30/91 3157 3690
Citrus 12/28/53 2 73
Columbia 12/28/53 7 3
Dixie 12/23/53 6 466
Flagler 10/30/91 456 684
Franklin 12/28/53 1 447
Gadsden 12/24/53 A-26 251
Gilchrist 12/23/53 9 317
Gulf 12/28/53 11 229
Hamilton 12/28/53 58 220
Hardee 12/23/53 35 518
Hernando 12/23/53 130 409
Highlands 12/29/53 78 1
Hillsborough 01/04/54 1050 229
Jefferson 12/29/53 28 91
Lafayette 12/24/53 30 16
Lake 12/23/53 160 189
Leon 12/23/53 144 268
Levy 12/23/53 9 368
Liberty 01/06/54 J 40
Madison 12/26/53 67 381
Marion 12/28/53 168 179
Orange 12/24/53 541 253
Osceola 12/24/53 39 42
Pasco 12/23/53 67 1
Pinellas 12/22/53 988 333
Polk 01/05/54 1021 473
Seminole 12/29/53 118 535
Sumter 12/28/53 37 466
Suwanee 12/28/53 85 346
Taylor 12/24/53 43 225
Volusia 12/24/53 303 454
Wakulla 12/30/53 19 380
STATE OF GEORGIA
Cook 01/15/54 39 437
Echols 01/15/54 A-4 418
Lowndes 12/29/53 7-X 235<PAGE>
SIXTH SUPPLEMENTAL INDENTURE dated July 1, 1954
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 11/19/54 286 129
Bay 11/22/54 125 502
Brevard 10/30/91 3157 3719
Citrus 11/19/54 9 525
Columbia 11/20/54 17 479
Dixie 11/19/54 7 299
Flagler 10/30/91 456 713
Franklin 11/19/54 5 465
Gadsden 11/20/54 A-29 411
Gilchrist 11/19/54 9 530
Gulf 11/22/54 19 284
Hamilton 11/22/54 59 425
Hardee 11/19/54 37 307
Hernando 11/19/54 7 335
Highlands 11/19/54 82 403
Hillsborough 11/26/54 1116 164
Jefferson 11/19/54 29 17
Lafayette 11/19/54 31 138
Lake 11/19/54 170 225
Leon 11/19/54 159 209
Levy 11/19/54 10 523
Liberty 11/30/54 "J" 215
Madison 11/20/54 69 483
Marion 11/20/54 181 573
Orange 11/23/54 578 123
Osceola 11/20/54 42 216
Pasco 11/22/54 15 568
Pinellas 11/18/54 1046 507
Polk 11/23/54 1068 22
Seminole 11/19/54 28 374
Sumter 11/30/54 40 81
Suwanee 11/23/54 89 1
Taylor 11/20/54 45 377
Volusia 11/23/54 327 538
Wakulla 11/19/54 204 45
STATE OF GEORGIA
Cook 11/20/54 55 385
Echols 11/20/54 5 86
Lowndes 11/20/54 3 387<PAGE>
SEVENTH SUPPLEMENTAL INDENTURE dated July 1, 1956
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 07/27/56 320 309
Bay 07/27/56 145 395
Brevard 10/30/91 3157 3746
Citrus 07/25/56 28 403
Columbia 07/26/56 38 279
Dixie 07/30/56 9 1
Flagler 10/30/91 456 740
Franklin 07/27/56 16 392
Gadsden 07/26/56 A-36 100
Gilchrist 07/31/56 11 289
Gulf 08/02/56 23 475
Hamilton 07/27/56 11 79
Hardee 07/31/56 43 1
Hernando 07/26/56 21 88
Highlands 07/31/56 11 571
Hillsborough 08/06/56 1260 125
Jefferson 07/25/56 30 295
Lafayette 07/25/56 33 117
Lake 07/26/56 189 613
Leon 07/25/56 190 301
Levy 07/30/56 14 13
Liberty 07/31/56 "J" 531
Madison 07/26/56 74 12
Marion 07/26/56 208 223
Orange 07/27/56 126 165
Osceola 07/26/56 49 1
Pasco 08/02/56 51 353
Pinellas 07/24/56 1168 481
Polk 08/20/56 1180 30
Seminole 07/27/56 90 5
Sumter 08/02/56 43 523
Suwanee 07/26/56 96 67
Taylor 07/25/56 52 451
Volusia 07/26/56 384 195
Wakulla 07/25/56 22 281
STATE OF GEORGIA
Cook 07/26/56 48 36
Echols 07/26/56 5 401
Lowndes 07/25/56 22 419<PAGE>
EIGHTH SUPPLEMENTAL INDENTURE dated July 1, 1958
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 07/23/58 20 227
Bay 08/05/58 170 295
Brevard 10/30/91 3157 3785
Citrus 07/24/58 55 336
Columbia 07/23/58 66 365
Dixie 07/22/58 11 166
Flagler 10/30/91 456 779
Franklin 07/22/58 29 248
Gadsden 07/23/58 9 48
Gilchrist 07/22/58 12 341
Gulf 07/24/58 29 40
Hamilton 07/22/58 23 1
Hardee 07/22/58 49 451
Hernando 07/25/58 39 358
Highlands 07/29/58 50 514
Hillsborough 07/29/58 111 108
Jefferson 07/23/58 33 19
Lafayette 07/23/58 35 120
Lake 07/31/58 56 297
Leon 07/23/58 216 129
Levy 07/22/58 18 63
Liberty 07/24/58 "K" 413
Madison 07/23/58 78 310
Marion 07/29/58 237 447
Orange 07/23/58 403 300
Osceola 07/23/58 26 462
Pasco 07/25/58 96 455
Pinellas 07/24/58 381 683
Polk 07/24/58 165 452
Seminole 07/23/58 178 26
Sumter 08/01/58 5 66
Suwanee 07/23/58 102 360
Taylor 07/22/58 4 254
Volusia 07/23/58 129 244
Wakulla 07/25/58 24 375
<PAGE>
NINTH SUPPLEMENTAL INDENTURE dated October 1, 1960
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 11/23/60 119 158
Bay 11/25/60 28 411
Brevard 10/30/91 3157 3822
Citrus 12/01/60 93 370
Columbia 11/17/60 105 133
Dixie 11/16/60 13 331
Flagler 10/30/91 456 816
Franklin 11/17/60 49 375
Gadsden 11/17/60 29 655
Gilchrist 11/16/60 1 473
Gulf 11/21/60 5 409
Hamilton 11/18/60 37 171
Hardee 11/17/60 60 76
Hernando 11/16/60 65 688
Highlands 11/18/60 108 421
Hillsborough 11/23/60 629 675
Jefferson 11/18/60 8 290
Lafayette 11/16/60 38 185
Lake 11/21/60 141 619
Leon 11/23/60 254 479
Levy 11/16/60 23 537
Liberty 11/17/60 "M" 525
Madison 11/22/60 11 153
Marion 11/18/60 54 420
Orange 11/22/60 817 569
Osceola 11/16/60 68 410
Pasco 11/21/60 158 530
Pinellas 11/16/60 1036 239
Polk 11/18/60 440 179
Seminole 11/21/60 332 203
Sumter 11/30/60 25 318
Suwanee 11/17/60 111 282
Taylor 11/18/60 21 626
Volusia 11/21/60 330 281
Wakulla 11/21/60 28 185
<PAGE>
TENTH SUPPLEMENTAL INDENTURE dated May 1, 1962
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 06/07/62 188 123
Bay 06/15/62 70 173
Brevard 10/30/91 3157 3858
Citrus 06/08/62 120 221
Columbia 06/05/62 130 187
Dixie 06/05/62 15 36
Flagler 10/30/91 456 852
Franklin 06/06/62 58 333
Gadsden 06/05/62 45 493
Gilchrist 06/05/62 7 261
Gulf 06/06/62 14 147
Hamilton 06/05/62 46 407
Hardee 06/05/62 16 449
Hernando 06/05/62 82 326
Highlands 06/11/62 148 617
Hillsborough 06/11/62 949 738
Jefferson 06/05/62 13 606
Lafayette 06/08/62 39 385
Lake 06/06/62 204 1
Leon 06/11/62 48 49
Levy 06/05/62 27 574
Liberty 06/06/62 0 214
Madison 06/05/62 20 76
Marion 06/15/62 112 412
Orange 06/06/62 1060 464
Osceola 06/05/62 90 389
Pasco 06/08/62 202 457
Pinellas 06/01/62 1438 571
Polk 06/14/62 605 696
Seminole 06/13/62 408 102
Sumter 06/13/62 40 85
Suwanee 06/05/62 116 273
Taylor 06/05/62 34 330
Volusia 06/20/62 456 46
Wakulla 06/11/62 31 349
<PAGE>
ELEVENTH SUPPLEMENTAL INDENTURE dated April 1, 1965
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 05/21/65 324 610
Bay 05/28/65 158 231
Brevard 10/30/91 3157 3894
Citrus 05/13/65 179 485
Columbia 05/17/65 184 314
Dixie 05/13/65 6 485
Flagler 10/30/91 456 888
Franklin 05/19/65 72 497
Gadsden 05/18/65 73 410
Gilchrist 05/13/65 17 11
Gulf 05/18/65 24 717
Hamilton 05/13/65 63 327
Hardee 05/13/65 47 377
Hernando 05/13/65 112 236
Highlands 05/21/65 232 421
Hillsborough 05/12/65 1448 57
Jefferson 05/14/65 23 198
Lafayette 05/13/65 1 687
Lake 05/19/65 287 74
Leon 05/21/65 178 48
Levy 05/21/65 34 519
Liberty 05/14/65 6 1
Madison 05/14/65 34 399
Marion 05/24/65 228 528
Orange 05/25/65 1445 830
Osceola 05/18/65 132 351
Pasco 05/13/65 291 437
Pinellas 05/12/65 2154 77
Polk 05/17/65 929 371
Seminole 05/19/65 535 241
Sumter 05/14/65 68 83
Suwanee 05/17/65 24 673
Taylor 05/17/65 56 129
Volusia 05/19/65 708 531
Wakulla 05/17/65 8 6
<PAGE>
TWELFTH SUPPLEMENTAL INDENTURE dated November 1, 1965
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 12/10/65 355 229
Bay 12/20/65 174 619
Brevard 10/30/91 3157 3931
Citrus 12/22/65 192 309
Columbia 12/10/65 194 338
Dixie 12/10/65 9 42
Flagler 10/30/91 456 925
Franklin 12/13/65 76 249
Gadsden 12/10/65 78 606
Gilchrist 12/10/65 19 447
Gulf 12/10/65 26 692
Hamilton 12/10/65 66 303
Hardee 12/10/65 53 426
Hernando 12/13/65 118 441
Highlands 12/20/65 248 20
Hillsborough 12/17/65 1548 603
Jefferson 12/10/65 24 595
Lafayette 12/10/65 2 671
Lake 12/20/65 301 528
Leon 12/20/65 205 170
Levy 12/20/65 36 184
Liberty 12/10/65 6 477
Madison 12/11/65 36 806
Marion 12/27/65 254 153
Orange 12/10/65 1499 785
Osceola 12/10/65 140 445
Pasco 12/13/65 312 19
Pinellas 12/09/65 2283 186
Polk 12/20/65 984 641
Seminole 12/22/65 559 591
Sumter 12/14/65 73 283
Suwanee 12/14/65 30 218
Taylor 12/10/65 59 361
Volusia 12/10/65 755 174
Wakulla 12/20/65 9 390
<PAGE>
THIRTEENTH SUPPLEMENTAL INDENTURE dated August 1, 1967
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 08/22/67 458 347
Bay 08/28/67 223 457
Brevard 10/30/91 3157 3964
Citrus 08/28/67 218 756
Columbia 08/22/67 225 304
Dixie 08/22/67 15 367
Flagler 10/30/91 456 962
Franklin 08/28/67 83 556
Gadsden 08/23/67 96 29
Gilchrist 08/22/67 25 131
Gulf 08/22/67 33 618
Hamilton 08/23/67 76 465
Hardee 08/22/67 71 366
Hernando 08/28/67 137 646
Highlands 08/30/67 288 585
Hillsborough 08/28/67 1795 635
Jefferson 08/23/67 30 662
Lafayette 08/22/67 5 694
Lake 08/25/67 342 196
Leon 08/30/67 280 594
Levy 08/28/67 41 262
Liberty 08/23/67 10 90
Madison 08/23/67 44 606
Marion 09/01/67 324 444
Orange 08/24/67 1660 421
Osceola 08/22/67 164 335
Pasco 08/28/67 370 728
Pinellas 08/21/67 2659 498
Polk 09/06/67 1108 900
Seminole 08/31/67 628 506
Sumter 09/06/67 87 602
Suwanee 08/23/67 47 228
Taylor 08/24/67 67 782
Volusia 08/24/67 964 254
Wakulla 08/31/67 14 755
<PAGE>
FOURTEENTH SUPPLEMENTAL INDENTURE dated November 1, 1968
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 12/06/68 543 198
Bay 12/18/68 262 487
Brevard 10/30/91 3157 3984
Citrus 12/09/68 239 487
Columbia 12/09/68 242 397
Dixie 12/09/68 20 109
Flagler 10/30/91 456 983
Franklin 12/06/68 88 538
Gadsden 12/12/68 110 7
Gilchrist 12/06/68 29 281
Gulf 12/09/68 38 359
Hamilton 12/06/68 82 245
Hardee 12/06/68 83 221
Hernando 12/09/68 164 395
Highlands 12/11/68 319 390
Hillsborough 12/19/68 1977 890
Jefferson 12/09/68 35 32
Lafayette 12/06/68 9 170
Lake 12/06/68 371 438
Leon 12/19/68 342 572
Levy 12/09/68 44 215
Liberty 12/09/68 12 41
Madison 12/09/68 49 627
Marion 12/20/68 375 12
Orange 12/06/68 1785 837
Osceola 12/06/68 183 688
Pasco 12/06/68 423 607
Pinellas 12/06/68 2964 580
Polk 12/10/68 1193 854
Seminole 12/18/68 695 638
Sumter 01/02/69 98 509
Suwanee 12/06/68 60 50
Taylor 12/09/68 73 494
Volusia 12/09/68 1060 466
Wakulla 12/19/68 18 593
<PAGE>
FIFTEENTH SUPPLEMENTAL INDENTURE dated August 1, 1969
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 08/26/69 592 206
Bay 09/03/69 283 513
Brevard 10/30/91 3157 4002
Citrus 08/26/69 251 437
Columbia 09/05/69 251 586
Dixie 08/26/69 21 705
Flagler 10/30/91 456 1001
Franklin 08/26/69 92 363
Gadsden 08/26/69 116 723
Gilchrist 09/04/69 31 539
Gulf 08/26/69 41 23
Hamilton 08/26/69 85 292
Hardee 08/26/69 91 19
Hernando 09/03/69 191 745
Highlands 09/05/69 339 90
Hillsborough 09/03/69 2073 501
Jefferson 08/26/69 37 193
Lafayette 08/26/69 12 235
Lake 09/11/69 389 148
Leon 09/05/69 377 548
Levy 08/26/69 6 348
Liberty 08/29/69 12 680
Madison 08/26/69 52 263
Marion 09/08/69 399 668
Orange 08/27/69 1867 156
Osceola 09/03/69 192 726
Pasco 08/26/69 459 315
Pinellas 08/26/69 3149 131
Polk 09/04/69 1241 971
Seminole 09/05/69 740 500
Sumter 09/05/69 104 504
Suwannee 08/26/69 66 489
Taylor 08/26/69 77 44
Volusia 08/26/69 1123 577
Wakulla 09/05/69 21 231
<PAGE>
SIXTEENTH SUPPLEMENTAL INDENTURE dated February 1, 1970
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 03/13/70 625 297
Bay 03/23/70 298 539
Brevard 10/30/91 3157 4019
Citrus 03/16/70 261 729
Columbia 03/13/70 257 622
Dixie 03/13/70 23 107
Flagler 10/30/91 456 1019
Franklin 03/13/70 94 507
Gadsden 03/13/70 121 571
Gilchrist 03/20/70 33 449
Gulf 03/16/70 43 244
Hamilton 03/14/70 87 291
Hardee 03/16/70 97 225
Hernando 03/20/70 212 536
Highlands 03/20/70 352 25
Hillsborough 03/20/70 2146 824
Jefferson 03/13/70 38 643
Lafayette 03/16/70 14 42
Lake 03/13/70 400 545
Leon 04/02/70 406 203
Levy 03/20/70 11 150
Liberty 03/13/70 13 494
Madison 03/13/70 54 152
Marion 03/20/70 419 113
Orange 03/20/70 1927 853
Osceola 03/13/70 199 282
Pasco 03/13/70 487 207
Pinellas 03/23/70 3294 582
Polk 03/27/70 1278 4
Seminole 03/20/70 771 384
Sumter 03/27/70 109 1
Suwannee 03/13/70 71 61
Taylor 03/16/70 79 282
Volusia 03/13/70 1183 353
Wakulla 03/24/70 23 36
<PAGE>
SEVENTEENTH SUPPLEMENTAL INDENTURE dated November 1, 1970
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 12/15/70 678 70
01/08/71 682 405B
Bay 01/11/71 321 565
Brevard 10/30/91 3157 4030
Citrus 01/07/71 277 324
Columbia 12/16/70 266 25
01/07/71 266 351
Dixie 01/07/71 25 246
Flagler 10/30/91 456 1030
Franklin 12/15/70 98 171
01/18/71 98 472
Gadsden 01/07/71 128 705
Gilchrist 01/13/71 36 5
Gulf 12/16/70 46 132
Hamilton 12/16/70 90 201
01/08/71 90 325
Hardee 12/16/70 106 109
01/07/71 107 15
Hernando 12/16/70 246 299
01/13/71 252 715
Highlands 01/11/71 372 79
Hillsborough 01/11/71 2261 308
Jefferson 12/16/70 41 467
Lafayette 01/06/71 16 144
Lake 01/12/71 421 742
Leon 01/14/71 449 244
Levy 01/11/71 18 65
Liberty 12/16/70 14 535
Madison 01/07/71 56 911
Marion 01/11/71 449 33
Orange 01/11/71 2021 24
Osceola 01/29/71 212 353
Pasco 01/08/71 524 86
Pinellas 01/14/71 3467 449
Polk 01/14/71 1331 880
Seminole 01/11/71 819 223
Sumter 01/11/71 115 308
Suwannee 12/17/70 77 82
Taylor 12/17/70 83 53
Volusia 01/11/71 1257 142
Wakulla 01/12/71 26 175<PAGE>
EIGHTEENTH SUPPLEMENTAL INDENTURE dated October 1, 1971
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 11/17/71 755 116
Bay 11/09/71 351 33
Brevard 10/30/91 3157 4062
Citrus 11/16/71 296 490
Columbia 11/15/71 278 597
Dixie 11/09/71 31 23
Flagler 10/30/91 456 1062
Franklin 11/09/71 103 278
Gadsden 11/10/71 138 360
Gilchrist 11/16/71 39 92
Gulf 11/11/71 49 107
Hamilton 11/09/71 93 538
Hardee 11/09/71 119 63
Hernando 11/17/71 280 1
Highlands 11/16/71 393 578
Hillsborough 11/17/71 2393 263
Jefferson 11/11/71 45 135
Lafayette 11/09/71 19 91
Lake 11/16/71 447 834
Leon 11/12/71 496 190
Levy 11/16/71 26 748
Liberty 11/10/71 16 108
Madison 11/11/71 61 220
Marion 11/16/71 487 239
Orange 11/18/71 2144 179
Osceola 11/10/71 229 360
Pasco 11/12/71 569 344
Pinellas 11/09/71 3659 630
Polk 11/16/71 1400 1
Seminole 11/16/71 892 460
Sumter 11/09/71 123 457
Suwannee 11/12/71 86 28
Taylor 11/09/71 87 706
Volusia 11/09/71 1352 118
Wakulla 11/16/71 30 218
<PAGE>
NINETEENTH SUPPLEMENTAL INDENTURE dated June 1, 1972
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 07/31/72 797 81
Bay 07/31/72 378 483
Brevard 10/30/91 3157 4079
Citrus 08/01/72 314 557
Columbia 07/31/72 290 418
Dixie 07/31/72 35 44
Flagler 10/30/91 456 1079
Franklin 07/31/72 107 442
Gadsden 07/31/72 147 296
Gilchrist 07/31/72 41 148
Gulf 07/31/72 51 371
Hamilton 07/31/72 96 573
Hardee 07/31/72 130 35
Hernando 07/31/72 295 702
Highlands 07/31/72 409 578
Hillsborough 07/31/72 2518 15
Jefferson 07/31/72 48 389
Lafayette 08/04/72 22 70
Lake 08/02/72 474 134
Leon 08/02/72 537 763
Levy 08/02/72 35 5
Liberty 08/03/72 17 319
Madison 08/03/72 65 120
Marion 08/02/72 521 427
Orange 08/03/72 2259 950
Osceola 08/02/72 245 626
Pasco 08/03/72 619 487
Pinellas 08/02/72 3846 454
Polk 08/02/72 1467 276
Seminole 08/03/72 948 1035
Sumter 08/02/72 131 348
Suwannee 08/02/72 93 785
Taylor 08/03/72 92 198
Volusia 08/02/72 1456 420
Wakulla 08/03/72 33 147
<PAGE>
TWENTIETH SUPPLEMENTAL INDENTURE dated November 1, 1972
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 01/22/73 818 709
Bay 01/22/73 400 226
Brevard 10/30/91 3157 4096
Citrus 01/22/73 328 152
Columbia 01/22/73 298 244
Dixie 01/22/73 38 92
Flagler 10/30/91 456 1096
Franklin 01/22/73 110 446
Gadsden 01/22/73 154 117
Gilchrist 01/22/73 42 685
Gulf 01/22/73 52 813
Hamilton 01/22/73 99 270
Hardee 01/22/73 138 88
Hernando 01/22/73 306 325
Highlands 01/22/73 42 25
Hillsborough 01/22/73 2612 659
Jefferson 01/23/73 50 632
Lafayette 01/22/73 23 338
Lake 01/22/73 492 696
Leon 01/25/73 567 238
Levy 01/22/73 40 755
Liberty 01/23/73 18 51
Madison 01/23/73 67 413
Marion 01/22/73 546 125
Orange 01/22/73 2345 569
Osceola 01/24/73 256 564
Pasco 01/22/73 654 281
Pinellas 01/23/73 3980 788
Polk 01/24/73 1514 854
Seminole 01/22/73 966 0803
Sumter 01/22/73 136 696
Suwannee 01/22/73 98 583
Taylor 01/22/73 95 99
Volusia 01/22/73 1533 327
Wakulla 01/26/73 35 266
<PAGE>
TWENTY-FIRST SUPPLEMENTAL INDENTURE dated June 1, 1973
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 08/30/73 850 668
Bay 08/30/73 431 401
Brevard 10/30/91 3157 4126
Citrus 08/31/73 349 609
Columbia 08/30/73 309 245
Dixie 08/30/73 41 473
Flagler 10/30/91 456 1126
Franklin 08/31/73 115 120
Gadsden 08/31/73 164 90
Gilchrist 08/31/73 45 387
Gulf 09/04/73 54 736
Hamilton 09/04/73 104 250
Hardee 08/31/73 149 295
Hernando 08/31/73 321 479
Highlands 08/31/73 442 961
Hillsborough 08/31/73 2740 278
Jefferson 08/31/73 54 591
Lafayette 09/07/73 26 73
Lake 08/31/73 520 70
Leon 09/06/73 609 543
Levy 09/05/73 50 741
Liberty 08/31/73 19 111
Madison 08/31/73 71 22
Marion 09/04/73 585 491
Orange 09/07/73 2448 1009
Osceola 09/06/73 272 204
Pasco 09/04/73 707 613
Pinellas 08/31/73 4073 767
Polk 08/31/73 1550 1341
Seminole 09/04/73 993 0048
Sumter 08/31/73 144 265
Suwannee 09/04/73 106 192
Taylor 08/31/73 99 444
Volusia 08/31/73 1647 440
Wakulla 08/31/73 38 458
<PAGE>
TWENTY-SECOND SUPPLEMENTAL INDENTURE dated December 1, 1973
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 02/28/74 876 74
Bay 02/28/74 457 572
Brevard 10/30/91 3157 4155
Citrus 03/18/74 365 200
Columbia 03/01/74 319 179
Dixie 02/28/74 44 149
Flagler 10/30/91 456 1155
Franklin 03/01/74 119 14
Gadsden 03/01/74 171 264
Gilchrist 02/28/74 48 25
Gulf 03/01/74 56 427
Hamilton 03/01/74 109 89
Hardee 02/28/74 158 140
Hernando 02/28/74 333 455
Highlands 02/28/74 458 394
Hillsborough 02/28/74 2842 642
Jefferson 03/01/74 58 5
Lafayette 03/01/74 28 34
Lake 03/04/74 540 77
Leon 03/01/74 638 672
Levy 02/28/74 57 769
Liberty 03/01/74 20 54
Madison 03/01/74 73 545
Marion 02/28/74 617 19
Orange 02/28/74 2504 1707
Osceola 03/01/74 284 344
Pasco 03/01/74 739 1360
Pinellas 02/28/74 4141 1397
Polk 02/28/74 1578 1983
Seminole 03/04/74 1010 1601
Sumter 03/01/74 150 278
Suwannee 03/04/74 111 766
Taylor 03/04/74 102 694
Volusia 03/04/74 1712 645
Wakulla 03/05/74 40 626
<PAGE>
TWENTY-THIRD SUPPLEMENTAL INDENTURE dated October 1, 1976
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 11/29/76 1035 716
Bay 11/29/76 600 687
Brevard 10/30/91 3157 4184
Citrus 12/08/76 448 668
Columbia 12/03/76 370 898
Dixie 11/29/76 56 160
Flagler 10/30/91 456 1184
Franklin 11/29/76 136 420
Gadsden 12/06/76 219 533
Gilchrist 11/30/76 62 464
Gulf 11/30/76 68 753
Hamilton 11/30/76 131 855
Hardee 11/29/76 212 10
Hernando 12/03/76 397 623
Highlands 11/29/76 535 951
Hillsborough 11/29/76 3181 1281
Jefferson 11/29/76 75 198
Lafayette 11/29/76 36 422
Lake 12/06/76 620 66
Leon 11/30/76 823 723
Levy 11/29/76 98 32
Liberty 11/29/76 25 104
Madison 12/06/76 89 124
Marion 12/08/76 779 258
Orange 12/06/76 2745 889
Osceola 11/30/76 345 524
Pasco 12/03/76 867 1165
Pinellas 12/03/76 4484 1651
Polk 11/29/76 1720 2000
Seminole 12/06/76 1105 1137
Sumter 11/30/76 181 97
Suwannee 11/29/76 146 437
Taylor 11/30/76 123 111
Volusia 12/06/76 1872 1438
Wakulla 12/07/76 53 837
<PAGE>
TWENTY-FOURTH SUPPLEMENTAL INDENTURE dated April 1, 1979
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 06/11/79 1212 956
Bay 06/12/79 734 343
Brevard 10/30/91 3157 4212
Citrus 06/12/79 538 1687
Columbia 06/14/79 429 139
Dixie 06/12/79 68 122
Flagler 10/30/91 456 1212
Franklin 06/13/79 159 186
Gadsden 06/13/79 259 396
Gilchrist 06/12/79 77 260
Gulf 06/14/79 78 174
Hamilton 06/12/79 142 859
Hardee 06/12/79 245 558
Hernando 06/12/79 443 17
Highlands 06/13/79 620 77
Hillsborough 06/12/79 3523 1162
Jefferson 06/13/79 93 685
Lafayette 06/13/79 44 496
Lake 06/12/79 678 266
Leon 06/15/79 931 526
Levy 06/12/79 141 163
Liberty 06/13/79 30 394
Madison 06/13/79 108 655
Marion 06/13/79 976 451
Orange 06/13/79 3018 812
Osceola 06/12/79 438 115
Pasco 06/14/79 1013 126
Pinellas 06/12/79 4867 291
Polk 06/12/79 1881 2012
Seminole 06/12/79 1228 606
Sumter 06/12/79 216 642
Suwannee 06/12/79 184 514
Taylor 06/13/79 145 686
Volusia 06/12/79 2082 1430
Wakulla 06/13/79 69 884
<PAGE>
TWENTY-FIFTH SUPPLEMENTAL INDENTURE dated April 1, 1980
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 07/25/80 1290 319
Bay 07/25/80 794 596
Brevard 10/30/91 3157 4238
Citrus 07/28/80 560 2030
Columbia 07/24/80 451 126
Dixie 07/24/80 73 220
Flagler 10/30/91 456 1238
Franklin 07/28/80 169 589
Gadsden 07/25/80 275 649
Gilchrist 07/24/80 84 551
Gulf 07/28/80 82 290
Hamilton 07/25/80 148 774
Hardee 07/25/80 257 823
Hernando 07/24/80 465 441
Highlands 07/29/80 658 523
Hillsborough 07/24/80 3684 411
Jefferson 07/25/80 101 387
Lafayette 07/24/80 47 586
Lake 07/24/80 705 977
Leon 07/25/80 966 426
Levy 07/25/80 161 478
Liberty 07/25/80 32 981
Madison 07/28/80 117 572
Marion 07/28/80 1027 1141
Orange 07/25/80 3127 1401
Osceola 07/30/80 489 198
Pasco 07/25/80 1077 1362
Pinellas 06/24/80 5038 2013
Polk 07/25/80 1956 1808
Seminole 07/28/80 1288 1105
Sumter 07/25/80 233 598
Suwannee 07/29/80 200 618
Taylor 07/28/80 156 740
Volusia 07/25/80 2185 587
Wakulla 07/28/80 76 879
<PAGE>
TWENTY-SIXTH SUPPLEMENTAL INDENTURE dated November 1, 1980
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 01/27/81 1326 527
Bay 01/26/81 823 570
Brevard 10/30/91 3157 4267
Citrus 01/28/81 570 1391
Columbia 01/27/81 461 435
Dixie 01/23/81 75 785
Flagler 10/30/91 456 1267
Franklin 01/27/81 174 320
Gadsden 01/26/81 282 356
Gilchrist 01/23/81 87 484
Gulf 01/26/81 84 307
Hamilton 01/26/81 151 44
Hardee 01/27/81 264 214
Hernando 01/26/81 476 916
Highlands 01/26/81 676 12
Hillsborough 01/26/81 3760 1223
Jefferson 01/26/81 104 658
Lafayette 01/27/81 49 175
Lake 01/27/81 717 2439
Leon 01/30/81 983 1982
Levy 01/26/81 169 71
Liberty 01/26/81 33 875
Madison 01/27/81 121 535
Marion 01/26/81 1051 47
Orange 01/26/81 3167 2388
Osceola 01/28/81 512 78
Pasco 01/26/81 1108 1247
Pinellas 12/31/80 5128 1781
Polk 01/27/81 1994 436
Seminole 01/27/81 1317 775
Sumter 01/26/81 241 211
Suwannee 01/27/81 209 696
Taylor 01/26/81 161 461
Volusia 01/26/81 2236 1396
Wakulla 01/26/81 79 837
<PAGE>
TWENTY-SEVENTH SUPPLEMENTAL INDENTURE dated November 15, 1980
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 02/10/81 1328 880
Bay 02/10/81 825 667
Brevard 10/30/91 3157 4295
Citrus 02/13/81 571 1236
Columbia 02/09/81 462 275
Dixie 02/09/81 76 147
Flagler 10/30/91 456 1295
Franklin 02/11/81 174 590
Gadsden 02/11/81 283 105
Gilchrist 02/13/81 88 100
Gulf 02/17/81 84 561
Hamilton 02/11/81 151 256
Hardee 02/11/81 264 618
Hernando 02/10/81 477 904
Highlands 02/11/81 677 519
Hillsborough 02/10/81 3766 35
Jefferson 02/12/81 105 318
Lafayette 02/10/81 49 299
Lake 02/10/81 718 2428
Leon 02/18/81 985 1655
Levy 02/12/81 170 567
Liberty 02/12/81 34 94
Madison 02/11/81 122 47
Marion 02/10/81 1052 1660
Orange 02/11/81 3171 1797
Osceola 02/13/81 514 336
Pasco 02/10/81 1111 307
Pinellas 02/10/81 5147 951
Polk 02/11/81 1997 527
Seminole 02/11/81 1319 1660
Sumter 02/11/81 241 746
Suwannee 02/11/81 210 652
Taylor 02/11/81 161 793
Volusia 02/10/81 2241 333
Wakulla 02/11/81 80 188
<PAGE>
TWENTY-EIGHTH SUPPLEMENTAL INDENTURE dated May 1, 1981
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 06/08/81 1351 161
Bay 07/20/81 853 623
Brevard 10/30/91 3157 4321
Citrus 06/08/81 578 919
Columbia 06/08/81 469 507
Dixie 06/09/81 78 172
Flagler 10/30/91 456 1321
Franklin 06/10/81 178 166
Gadsden 06/08/81 286 1847
Gilchrist 06/05/81 90 526
Gulf 06/09/81 85 881
Hamilton 06/08/81 152 776
Hardee 06/05/81 267 797
Hernando 06/05/81 484 1645
Highlands 06/05/81 689 338
Hillsborough 06/05/81 3814 700
Jefferson 06/09/81 107 352
Lafayette 06/05/81 50 758
Lake 06/08/81 727 209
Leon 06/08/81 996 1780
Levy 06/08/81 176 81
Liberty 06/12/81 34 859
Madison 06/08/81 125 615
Marion 06/05/81 1068 1824
Orange 06/08/81 3199 783
Osceola 06/09/81 532 1
Pasco 06/05/81 1132 1007
Pinellas 06/05/81 5201 1902
Polk 06/12/81 2022 642
Seminole 06/08/81 1340 894
Sumter 06/05/81 246 210
Suwannee 06/05/81 217 153
Taylor 06/09/81 165 536
Volusia 06/05/81 2272 1296
Wakulla 06/08/81 82 500
<PAGE>
TWENTY-NINTH SUPPLEMENTAL INDENTURE dated September 1, 1982
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 10/06/82 1440 284
Bay 10/08/82 912 523
Brevard 10/30/91 3157 4348
Citrus 10/07/82 604 1403
Columbia 10/06/82 498 260
Dixie 10/07/82 85 2
Flagler 10/30/91 456 1348
Franklin 10/11/82 191 239
Gadsden 10/08/82 297 266
Gilchrist 10/07/82 98 657
Gulf 10/07/82 91 125
Hamilton 10/06/82 159 396
Hardee 10/07/82 281 339
Hernando 10/06/82 510 1386
Highlands 10/08/82 733 571
Hillsborough 10/06/82 4009 985
Jefferson 10/08/82 115 766
Lafayette 10/06/82 55 163
Lake 10/08/82 759 836
Leon 10/07/82 1041 20
Levy 10/06/82 198 511
Liberty 10/07/82 38 218
Madison 10/07/82 136 685
Marion 10/06/82 1128 717
Orange 10/07/82 3316 738
Osceola 10/11/82 606 68
Pasco 10/06/82 1212 1279
Pinellas 10/07/82 5411 1407
Polk 10/07/82 2110 93
Seminole 10/06/82 1416 535
Sumter 10/06/82 263 631
Suwannee 10/06/82 238 524
Taylor 10/07/82 178 879
Volusia 10/06/82 2391 1879
Wakulla 10/07/82 91 306
<PAGE>
THIRTIETH SUPPLEMENTAL INDENTURE dated October 1, 1982
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 12/02/82 1450 90
Bay 12/06/82 916 1538
Brevard 10/30/91 3157 4364
Citrus 12/03/82 607 1034
Columbia 12/06/82 501 729
Dixie 12/06/82 86 49
Flagler 10/30/91 456 1364
Franklin 12/07/82 192 448
Gadsden 12/06/82 298 608
Gilchrist 12/03/82 100 18
Gulf 12/07/82 91 744
Hamilton 12/06/82 160 118
Hardee 12/08/82 283 11
Hernando 12/03/82 513 992
Highlands 12/07/82 738 221
Hillsborough 12/03/82 4033 293
Jefferson 12/06/82 117 9
Lafayette 12/06/82 55 444
Lake 12/03/82 763 19
Leon 12/07/82 1047 812
Levy 12/06/82 201 136
Liberty 12/08/82 38 547
Madison 12/07/82 137 808
Marion 12/07/82 1135 1015
Orange 12/06/82 3330 2301
Osceola 12/09/82 615 721
Pasco 12/06/82 1222 1592
Pinellas 11/23/82 5434 229
Polk 12/08/82 2121 118
Seminole 12/06/82 1425 1476
Sumter 12/06/82 265 768
Suwannee 12/07/82 240 699
Taylor 12/06/82 180 189
Volusia 12/06/82 2406 460
Wakulla 12/06/82 92 272
<PAGE>
THIRTY-FIRST SUPPLEMENTAL INDENTURE dated November 1, 1991
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 12/05/91 1836 2215
Bay 12/04/91 1347 1335
Brevard 12/05/91 3165 1204
Citrus 12/04/91 917 725
Columbia 12/04/91 753 1847
Dixie 12/09/91 156 90
Flagler 12/04/91 458 1266
Franklin 12/04/91 364 11
Gadsden 12/04/91 386 1240
Gilchrist 12/09/91 182 573
Gulf 12/04/91 148 72
Hamilton 12/04/91 294 236
Hardee 12/04/91 420 322
Hernando 12/03/91 843 1139
Highlands 12/03/91 1161 1860
Hillsborough 12/04/91 6449 1412
Jefferson 12/04/91 225 39
Lafayette 12/05/91 87 430
Lake 12/04/91 1138 1083
Leon 12/04/91 1530 452
Levy 12/05/91 446 454
Liberty 12/04/91 68 508
Madison 12/04/91 258 173
Marion 12/04/91 1787 161
Orange 12/06/91 435 222
Osceola 12/05/91 1042 587
Pasco 12/03/91 2071 503
Pinellas 11/13/91 7731 740
Polk 12/06/91 3041 1252
Seminole 12/05/91 2364 1942
Sumter 12/03/91 443 254
Suwannee 12/05/91 423 515
Taylor 12/04/91 296 232
Volusia 12/09/91 3712 968
Wakulla 12/05/91 185 524
<PAGE>
THIRTY-SECOND SUPPLEMENTAL INDENTURE dated December 1, 1992
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 12/30/92 1888 2338
Bay 12/30/92 1410 42
Brevard 12/29/92 3256 2503
Citrus 12/29/92 965 231
Columbia 12/30/92 769 532
Dixie 12/30/92 165 484
Flagler 12/30/92 480 212
Franklin 12/30/92 399 1
Gadsden 12/30/92 399 1762
Gilchrist 12/30/92 194 693
Gulf 01/06/93 157 343
Hamilton 12/29/92 314 215
Hardee 12/31/92 439 211
Hernando 12/29/92 894 688
Highlands 12/29/92 1200 1665
Hillsborough 12/30/92 6838 810
Jefferson 12/30/92 250 196
Lafayette 12/30/92 92 129
Lake 12/30/92 1203 323
Leon 01/07/93 1611 2296
Levy 12/29/92 479 312
Liberty 12/30/92 73 427
Madison 12/30/92 292 205
Marion 12/29/92 1888 1815
Orange 12/30/92 4506 2985
Osceola 12/31/92 1102 2325
Pasco 12/29/92 3101 950
Pinellas 12/15/92 8120 1705
Polk 12/31/92 3185 899
Seminole 12/29/92 2525 1408
Sumter 12/29/92 471 468
Suwannee 12/29/92 449 469
Taylor 01/21/93 313 221
Volusia 12/30/92 3797 1647
Wakulla 12/31/92 204 765
<PAGE>
THIRTY-THIRD SUPPLEMENTAL INDENTURE dated December 1, 1992
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 12/30/92 1888 2426
Bay 12/30/92 1410 130
Brevard 12/29/92 3256 2592
Citrus 12/29/92 965 319
Columbia 12/30/92 769 622
Dixie 12/30/92 165 572
Flagler 12/30/92 480 300
Franklin 12/30/92 399 89
Gadsden 12/30/92 399 1850
Gilchrist 12/30/92 195 1
Gulf 01/06/93 157 431
Hamilton 12/29/92 315 1
Hardee 12/31/92 439 299
Hernando 12/29/92 8947 76
Highlands 12/29/92 1200 1754
Hillsborough 12/30/92 6838 898
Jefferson 12/30/92 250 285
Lafayette 12/30/92 92 217
Lake 12/30/92 1203 411
Leon 01/07/93 1611 2384
Levy 12/29/92 479 400
Liberty 12/30/92 73 515
Madison 12/30/92 292 293
Marion 12/29/92 1888 1903
Orange 12/30/92 4506 3073
Osceola 12/31/92 1102 2413
Pasco 12/29/92 3101 1038
Pinellas 12/15/92 8120 1795
Polk 12/31/92 3185 987
Seminole 12/29/92 2525 1496
Sumter 12/29/92 471 556
Suwannee 12/29/92 449 595
Taylor 01/21/93 313 309
Volusia 12/30/92 3797 1735
Wakulla 12/31/92 204 853
<PAGE>
THIRTY-FOURTH SUPPLEMENTAL INDENTURE dated February 1, 1993
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 02/23/93 1895 1712
Bay 02/22/93 1418 1202
Brevard 02/22/93 3268 4928
Citrus 03/03/93 972 1372
Columbia 02/23/93 771 1030
Dixie 02/23/93 166 771
Flagler 02/23/93 483 86
Franklin 02/23/93 404 209
Gadsden 02/22/93 402 153
Gilchrist 02/22/93 196 612
Gulf 02/22/93 158 636
Hamilton 02/22/93 317 37
Hardee 02/26/93 442 29
Hernando 02/22/93 901 1009
Highlands 02/23/93 1206 1393
Hillsborough 02/23/93 6891 182
Jefferson 02/23/93 254 267
Lafayette 02/22/93 92 788
Lake 02/22/93 1211 1060
Leon 02/23/93 1621 51
Levy 02/22/93 484 459
Liberty 02/22/93 74 366
Madison 02/22/93 297 50
Marion 03/01/93 1902 1706
Orange 03/01/93 4527 4174
Osceola 02/23/93 1111 2070
Pasco 03/01/93 3118 1205
Pinellas 02/09/93 8173 382
Polk 02/22/93 3203 2186
Seminole 02/22/93 2547 765
Sumter 02/22/93 475 750
Suwannee 02/23/93 454 51
Taylor 02/25/93 314 853
Volusia 02/23/93 3808 3551
Wakulla 02/23/93 207 396
<PAGE>
THIRTY-FIFTH SUPPLEMENTAL INDENTURE dated March 1, 1993
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 03/22/93 1898 2769
Bay 03/23/93 1423 659
Brevard 03/22/93 3275 3473
Citrus 03/22/93 975 1
Columbia 03/24/93 772 1536
Dixie 03/23/93 167 499
Flagler 03/23/93 484 1113
Franklin 03/22/93 407 47
Gadsden 03/22/93 403 66
Gilchrist 03/22/93 197 704
Gulf 03/22/93 159 388
Hamilton 03/22/93 320 1
Hardee 03/22/93 443 137
Hernando 03/22/93 905 480
Highlands 03/22/93 1210 47
Hillsborough 03/22/93 6917 972
Jefferson 03/24/93 257 40
Lafayette 03/23/93 93 218
Lake 03/23/93 1216 1165
Leon 03/23/93 1626 1941
Levy 03/23/93 487 375
Liberty 03/22/93 74 627
Madison 03/22/93 299 211
Marion 03/22/93 1910 738
Orange 03/23/93 4539 2634
Osceola 03/25/93 1115 2511
Pasco 03/22/93 3129 149
Pinellas 03/10/93 8200 2030
Polk 03/22/93 3214 1331
Seminole 03/22/93 2559 1330
Sumter 03/22/93 478 191
Suwannee 03/24/93 456 58
Taylor 03/26/93 316 580
Volusia 03/23/93 3814 4453
Wakulla 03/22/93 208 563
<PAGE>
THIRTY-SIXTH SUPPLEMENTAL INDENTURE dated July 1, 1993
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 08/06/93 1919 2335
Bay 08/09/93 1447 1661
Brevard 08/05/93 3312 2304
Citrus 08/06/93 994 111
Columbia 08/09/93 778 736
Dixie 08/10/93 171 595
Flagler 08/06/93 493 183
Franklin 08/16/93 423 78
Gadsden 08/06/93 407 1440
Gilchrist 08/06/93 202 372
Gulf 08/06/93 162 831
Hamilton 08/06/93 326 301
Hardee 08/06/93 450 623
Hernando 08/09/93 925 1936
Highlands 08/06/93 1225 1608
Hillsborough 08/05/93 7071 222
Jefferson 08/10/93 266 252
Lafayette 08/09/93 95 394
Lake 08/06/93 1241 430
Leon 08/09/93 1660 1955
Levy 08/06/93 500 395
Liberty 08/06/93 76 362
Madison 08/06/93 312 20
Marion 08/06/93 1948 1022
Orange 08/09/93 4602 366
Osceola 08/06/93 1138 832
Pasco 08/05/93 3182 104
Pinellas 07/20/93 8342 522
Polk 08/05/93 3268 1251
Seminole 08/09/93 2627 330
Sumter 08/05/93 489 700
Suwannee 08/09/93 467 488
Taylor 08/06/93 323 490
Volusia 08/06/93 3848 2752
Wakulla 08/06/93 217 104
<PAGE>
THIRTY-SEVENTH SUPPLEMENTAL INDENTURE dated December 1, 1993
STATE OF FLORIDA
County Date of Recordation Book Page
Alachua 12/29/93 1942 1768
Bay 12/29/93 1473 1090
Brevard 12/28/93 3353 2186
Citrus 12/29/93 1013 1791
Columbia 12/30/93 784 1174
Dixie 01/04/94 175 744
Flagler 12/30/93 503 269
Franklin 12/30/93 437 69
Gadsden 12/29/93 412 1638
Gilchrist 01/03/94 207 597
Gulf 12/29/93 166 710
Hamilton 12/29/93 334 78
Hardee 12/28/93 458 139
Hernando 12/30/93 947 1037
Highlands 12/29/93 1241 1888
Hillsborough 12/29/93 7235 1829
Jefferson 12/30/93 276 231
Lafayette 12/29/93 97 746
Lake 12/29/93 1267 2229
Leon 12/29/93 1698 1017
Levy 12/30/93 512 733
Liberty 12/29/93 78 291
Madison 12/29/93 324 302
Marion 12/29/93 1990 1962
Orange 12/29/93 4675 2208
Osceola 12/30/93 1163 2641
Pasco 12/29/93 3239 112
Pinellas 12/15/93 8502 2162
Polk 12/28/93 3327 562
Seminole 12/28/93 2703 466
Sumter 12/28/93 502 167
Suwannee 12/29/93 478 324
Taylor 12/29/93 330 533
Volusia 12/29/93 3886 2736
Wakulla 12/30/93 224 727
<PAGE>
EXHIBIT B
PROPERTY DESCRIPTIONS
_______________________________________________________________________________
USE GRANTOR DEED DATE BOOK PAGE
_______________________________________________________________________________
PASCO COUNTY, FLORIDA
Union Hall Substation
Pasco Cogen, Ltd. 11/20/92 3094 1313
LAKE COUNTY, FLORIDA
Montverde Substation
Hartle Groves, Inc. 01/03/94 1280 2319
Hartle Groves, Inc. 01/03/94 1280 2316
Enola Substation
Lake Cogen, Ltd. 08/12/92 1180 2426
SEMINOLE COUNTY, FLORIDA
West Chapman Substation
A. Duda & Sons, Inc. 08/26/92 2698 0341
HIGHLANDS COUNTY, FLORIDA
Dinner Lake Substation
Sebring Utilities
Commission 04/01/93 1211 0920
Lakewood Substation
Sebring Utilities
Commission 04/01/93 1211 0924
Sebring District Office
Sebring Utilities
Commission 04/01/93 1211 0916
Exhibit 4.(g)
This instrument was prepared
under the supervision of:
Kenneth E. Armstrong, Esq.
Florida Progress Corporation
One Progress Plaza
St. Petersburg, FL 33701
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
FLORIDA POWER CORPORATION
TO
FIRST CHICAGO TRUST COMPANY
OF NEW YORK,
TRUSTEE.
---------------------
SUPPLEMENTAL INDENTURE
Dated as of , 199
---------------------
This is a security agreement covering personal property
as well as a mortgage upon real estate and other property.
SUPPLEMENT TO INDENTURE
DATED AS OF JANUARY 1, 1944, AS SUPPLEMENTED.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
TABLE OF CONTENTS*
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Recitals.......................................................... 1
Granting language................................................. 4
Article I -- The New Series Bonds................................. 7
Section 1 -- Creation of the New Series Bonds................ 7
Section 2 -- Form of Bond of the New Series Bonds............ 9
Section 3 -- Payment of Interest on the New Series Bonds..... 15
Article II -- Additional Covenants................................ 17
Section 1 -- Delivery of Instruments......................... 17
Section 2 -- Restriction on Dividends........................ 17
Article III -- Sundry Provisions.................................. 17
Section 1 -- Integration with Original Indenture............. 17
Section 2 -- Execution in Counterparts....................... 17
Section 3 -- No Recitals by Trustee.......................... 18
Section 4 -- Date of Execution............................... 18
</TABLE>
- ---------------
* The headings listed in this Table of Contents are for convenience only, and
should not be included for substantive purposes as part of this Supplemental
Indenture.
SUPPLEMENTAL INDENTURE, dated as of the day of , 199 ,
made and entered into by and between FLORIDA POWER CORPORATION, a corporation
of the State of Florida (hereinafter sometimes called the "Company"), party of
the first part, and FIRST CHICAGO TRUST COMPANY OF NEW YORK, a banking
corporation of the State of New York, whose post office address is 14 Wall
Street, New York, New York 10005 (hereinafter sometimes called the "Trustee"),
as Trustee, party of the second part.
WHEREAS, the Company has heretofore executed and delivered an indenture of
mortgage and deed of trust, titled the Indenture, dated as of January 1, 1944,
and the same has been recorded in the public records of the counties listed on
Exhibit A hereto, on the dates and in the official record books and at the page
numbers listed thereon, and for the purpose of preventing the extinguishment of
said Indenture under Chapter 712, Florida Statutes, the above-referred-to
Indenture applicable to each county in which this instrument is recorded is
hereby incorporated herein and made a part hereof by this reference thereto
(said Indenture is hereinafter referred to as the "Original Indenture" and with
the below-mentioned Supplemental Indentures and this Supplemental
Indenture and all other indentures, if any, supplemental to the Original
Indenture collectively referred to as the "Indenture"), in and by which the
Company conveyed and mortgaged to the Trustee certain property therein
described to secure the payment of all bonds of the Company to be issued
thereunder in one or more series; and
WHEREAS, pursuant to and under the terms of the Original Indenture, the
Company issued $16,500,000 First Mortgage Bonds, 3 3/8% Series due 1974; and
WHEREAS, subsequent to the date of the execution and delivery of the
Original Indenture, the Company has from time to time executed and delivered
indentures supplemental to the Original Indenture (collectively,
the "Supplemental Indentures"), providing for the creation of
additional series of bonds secured by the Original Indenture and/or for
amendment of certain terms and provisions of the Original Indenture and of
indentures supplemental thereto, such Supplemental Indentures, and the purposes
thereof, being as follows:
<TABLE>
<CAPTION>
SUPPLEMENTAL INDENTURE
AND DATE PROVIDING FOR:
- ---------------------- -------------------------------------------
<S> <C>
First $4,000,000 First Mortgage Bonds, 2 7/8%
July 1, 1946 Series due 1974
Second $8,500,000 First Mortgage Bonds, 3 1/4%
November 1, 1948 Series due 1978
Third $14,000,000 First Mortgage Bonds, 3 3/8%
July 1, 1951 Series due 1981
Fourth $15,000,000 First Mortgage Bonds, 3 3/8%
November 1, 1952 Series due 1982
Fifth $10,000,000 First Mortgage Bonds, 3 5/8%
November 1, 1953 Series due 1983
Sixth $12,000,000 First Mortgage Bonds, 3 1/8%
July 1, 1954 Series due 1984
Seventh $20,000,000 First Mortgage Bonds, 3 7/8%
July 1, 1956 Series due 1986, and amendment of certain
provisions of the Original Indenture
Eighth $25,000,000 First Mortgage Bonds, 4 1/8%
July 1, 1958 Series due 1988, and amendment of certain
provisions of the Original Indenture
Ninth $25,000,000 First Mortgage Bonds, 4 3/4%
October 1, 1960 Series due 1990
Tenth $25,000,000 First Mortgage Bonds, 4 1/4%
May 1, 1962 Series due 1992
Eleventh $30,000,000 First Mortgage Bonds, 4 5/8%
April 1, 1965 Series due 1995
Twelfth $25,000,000 First Mortgage Bonds, 4 7/8%
November 1, 1965 Series due 1995
Thirteenth $25,000,000 First Mortgage Bonds, 6 1/8%
August 1, 1967 Series due 1997
Fourteenth $30,000,000 First Mortgage Bonds, 7% Series
November 1, 1968 due 1998
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL INDENTURE
AND DATE PROVIDING FOR:
- ---------------------- -------------------------------------------
<S> <C>
Fifteenth $35,000,000 First Mortgage Bonds, 7 7/8%
August 1, 1969 Series due 1999
Sixteenth Amendment of certain provisions of the
February 1, 1970 Original Indenture
Seventeenth $40,000,000 First Mortgage Bonds, 9% Series
November 1, 1970 due 2000
Eighteenth $50,000,000 First Mortgage Bonds, 7 3/4%
October 1, 1971 Series due 2001
Nineteenth $50,000,000 First Mortgage Bonds, 7 3/8%
June 1, 1972 Series due 2002
Twentieth $50,000,000 First Mortgage Bonds, 7 1/4%
November 1, 1972 Series A due 2002
Twenty-First $60,000,000 First Mortgage Bonds, 7 3/4%
June 1, 1973 Series due 2003
Twenty-Second $70,000,000 First Mortgage Bonds, 8% Series
December 1, 1973 A due 2003
Twenty-Third $80,000,000 First Mortgage Bonds, 8 3/4%
October 1, 1976 Series due 2006
Twenty-Fourth $40,000,000 First Mortgage Bonds,
April 1, 1979 6 3/4-6 7/8% Series due 2004-2009
Twenty-Fifth $100,000,000 First Mortgage Bonds, 13 5/8%
April 1, 1980 Series due 1987
Twenty-Sixth $100,000,000 First Mortgage Bonds, 13.30%
November 1, 1980 Series A due 1990
Twenty-Seventh $38,000,000 First Mortgage Bonds,
November 15, 1980 10-10 1/4% Series due 2000-2010
Twenty-Eighth $50,000,000 First Mortgage Bonds, 9 1/4%
May 1, 1981 Series A due 1984
Twenty-Ninth Amendment of certain provisions of the
September 1, 1982 Original Indenture
Thirtieth $100,000,000 First Mortgage Bonds, 13 1/8%
October 1, 1982 Series due 2012
Thirty-First $150,000,000 First Mortgage Bonds, 8 5/8%
November 1, 1991 Series due 2021
</TABLE>
3
<TABLE>
<CAPTION>
SUPPLEMENTAL INDENTURE
AND DATE PROVIDING FOR:
- ---------------------- -------------------------------------------
<S> <C>
Thirty-Second $150,000,000 First Mortgage Bonds, 8%
December 1, 1992 Series due 2022
Thirty-Third $75,000,000 First Mortgage Bonds, 6 1/2%
December 1, 1992 Series due 1999
Thirty-Fourth $80,000,000 First Mortgage Bonds, 6-7/8%
February 1, 1993 Series due 2008
Thirty-Fifth $70,000,000 First Mortgage Bonds, 6-1/8%
March 1, 1993 Series due 2003
Thirty-Sixth $110,000,000 First Mortgage Bonds, 6%
July 1, 1993 Series due 2003
Thirty-Seventh $100,000,000 First Mortgage Bonds, 7%
December 1, 1993 Series due 2023
Thirty-Eighth Appointment of First Chicago Trust Company of
July 25, 1994 New York as successor Trustee and resignation
of former Trustee and Co-Trustee
</TABLE>
[List additional Supplemental Indentures here as necessary.]
WHEREAS, the Supplemental Indentures have each been recorded in the public
records of the counties listed on Exhibit A hereto, on the dates and in the
official record books and at the page numbers listed thereon; and
WHEREAS, subsequent to the date of the execution and delivery of the
Supplemental Indenture the Company has purchased, constructed or
otherwise acquired certain property hereinafter referred to, and the Company
desires by this Supplemental Indenture to confirm the lien of the Original
Indenture on such property; and
WHEREAS, the Company desires by this Supplemental Indenture to create a new
series of bonds to be designated as First Mortgage Bonds, % Series due
(sometimes called the "New Series Bonds"), to be issued under the Original
Indenture pursuant to Section 2.01 of the Original Indenture, and also desires
to deliver to the Trustee prior to or simultaneously with the authentication and
delivery of the initial issue of Dollars
($ ) principal amount of bonds of such new series pursuant to
Section of the Original Indenture the documents and instruments required by
said section; and
WHEREAS, the Company in the exercise of the powers and authority conferred
upon and reserved to it under and by virtue of the Indenture, and pursuant to
the resolutions of its Board of Directors (as defined in the Indenture, which
definition includes the Executive Committee of the Board of Directors) has duly
resolved and determined to make, execute and deliver to the Trustee a
Supplemental Indenture in the form hereof for the purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument in accordance with
its terms have been done, performed and fulfilled, and the execution and
delivery hereof have been in all respects duly authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That Florida Power
Corporation, in consideration of the premises and
4
of One Dollar ($1.00) and other good and valuable consideration 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 order to secure the payment of
both the principal of and interest and premium, if any, on the bonds from time
to time issued and to be issued under the Indenture, according to their tenor
and effect, does hereby confirm the grant, sale, resale, conveyance, assignment,
transfer, mortgage and pledge of the property described in the Original
Indenture and the Supplemental Indentures (except such properties or interests
therein as may have been released or sold or disposed of in whole or in part as
permitted by the provisions of the Original Indenture), and hath granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
set over and confirmed, and by these presents doth grant, bargain, sell,
release, convey, assign, transfer, mortgage, pledge, set over and confirm unto
First Chicago Trust Company of New York, as Trustee, and to its successors in
the trust and to its successors and assigns, forever, all property, real,
personal and mixed, tangible and intangible, owned by the Company on the date
of the execution of this Supplemental Indenture or which may be hereafter
acquired by it (except such property as is expressly excepted by the Original
Indenture from the lien and operation thereof), including (but not limited to)
all property which it has acquired subsequent to the date of execution of the
Supplemental Indenture and situated in the State of Florida,
including without limitation the property described on Exhibit B hereto; and
without in any way 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 other 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, facilities
for utilization of natural gas, street lighting systems, if any, standards and
other equipment incidental thereto, telephone, radio and television systems,
microwave systems, facilities for utilization of water, steam heat and hot
water plants, if any, all substations, lines, service and supply systems,
bridges, culverts, tracks, offices, buildings and other structures and
equipment and fixtures thereof; all machinery, engines, boilers, dynamos,
electric machines, regulators, meters, transformers, generators, motors,
electrical and mechanical appliances, conduits, cables, pipes, fittings,
valves and connections, poles (wood, metal and concrete), and transmission
lines, wires, cables, conductors, insulators, tools, implements, apparatus,
furni-
5
ture, chattels, and choses in action; all municipal and other franchises,
consents, licenses or permits; all lines for the distribution of electric
current, gas, steam heat or water for any purpose including towers, poles (wood,
metal and concrete), 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 use and occupancy of the same (except as herein
or in the Original Indenture or any of the Supplemental Indentures expressly
excepted); all the right, title and interest of the Company 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 Original
Indenture and said Supplemental Indentures, described.
IT IS HEREBY AGREED by the Company that all the property, rights and
franchises acquired by the Company after the date hereof (except any property
herein or in the Original Indenture or any of the Supplemental Indentures
expressly excepted) shall, subject to the provisions of Section 9.01 of the
Original Indenture and to the extent permitted by law, be as fully embraced
within the lien hereof as if such property, rights and franchises were now owned
by the Company and/or specifically described herein and conveyed hereby.
TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in any way appertaining to the aforesaid mortgaged
property or any part thereof, with the reversion and reversions, remainder and
remainders and (subject to the provisions of Section 9.01 of the Original
Indenture) the tolls, rents, revenues, issues, earnings, income, product and
profits thereof, and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid mortgaged property and every part and
parcel thereof.
TO HAVE AND TO HOLD THE SAME unto First Chicago Trust Company of New York,
the Trustee, and its successors in the trust and its assigns forever, but IN
TRUST NEVERTHELESS upon the terms and trusts set forth in the Indenture, for the
benefit and security of those who shall hold the bonds and coupons issued and to
be issued under the Indenture, without preference, priority or distinction as to
lien of any of said bonds and coupons over any others thereof by reason or
priority in the time of the issue or
6
negotiation thereof, or otherwise howsoever, subject, however, to the provisions
of Sections 10.03 and 10.12 of the Original Indenture.
SUBJECT, HOWEVER, to the reservations, exceptions, conditions, limitations
and restrictions contained in the several deeds, servitudes and contracts or
other instruments through which the Company acquired, and/or claims title to
and/or enjoys the use of the aforesaid properties; and subject also to
encumbrances of the character defined in the Original Indenture as "excepted
encumbrances" in so far as the same may attach to any of the property embraced
herein.
And, upon the consideration hereinbefore set forth, the Company does hereby
covenant and agree to and with the Trustee and its successors in trust under
the Indenture for the benefit of those who shall hold bonds and coupons issued
and to be issued under the Indenture, as follows:
ARTICLE I
THE NEW SERIES BONDS
SECTION 1. The Company hereby creates a new series of bonds, not limited in
principal amount except as provided in the Original Indenture, to be issued
under and secured by the Original Indenture, to be designated by the title
"First Mortgage Bonds, % Series due ." The initial issue of bonds of the
New Series Bonds shall consist of Dollars ($ )
principal amount thereof.
The bonds of the New Series Bonds shall be issued only as registered bonds
without coupons in the denomination of One Thousand Dollars ($1,000) or any
integral multiple thereof.
, 199 shall be the date of the beginning of the first
interest period for bonds of the New Series Bonds. Bonds of the New Series Bonds
shall be dated as provided in Section 2.01 of the Original Indenture. All bonds
of the New Series Bonds shall be payable on , in such coin
or currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts, and shall bear interest,
payable in like coin or currency, at the rate of per centum ( %) per
annum, payable semiannually on and
of each year (each an "Interest Payment Date") to the persons in whose names the
bonds of the New Series Bonds are registered at the close of business on the
or , as the case may be, next
preceding the Interest Payment Date
7
(each a "Regular Record Date") (subject to certain exceptions provided in
this Supplemental Indenture and the Indenture), until maturity, according to the
terms of the bonds or on prior redemption or by declaration or otherwise, and at
the highest rate of interest borne by any of the bonds outstanding under the
Indenture from such date of maturity until they shall be paid or payment thereof
shall have been duly provided for. Principal of and interest on the bonds of the
New Series Bonds shall be payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York; provided, however, that payment of
interest may be made at the option of the Company by check mailed by the Company
or its affiliate to the person entitled thereto at his registered address.
Except as provided in the next paragraph, the bonds of the New Series Bonds
will not be redeemable prior to . On and after that date,
the bonds of the New Series Bonds shall be redeemable at the option of the
Company, as a whole or from time to time in part, upon notice given by mailing
the same to each registered holder directed to his registered address not less
than thirty (30) days and not more than ninety (90) days before the redemption
date, at the following redemption prices (expressed in percentages of the
principal amount thereof) together with accrued interest to the date of
redemption:
<TABLE>
<CAPTION>
IF REDEEMED IF REDEEMED
DURING DURING
THE 12 MONTH THE 12 MONTH
PERIOD REDEMPTION PERIOD REDEMPTION
ENDING PRICE ENDING PRICE
- ---------------- --------- ---------------- ---------
<S> <C> <C> <C> <C> <C>
............... % ............... %
............... ...............
............... ...............
............... ...............
............... ...............
............... ...............
............... ...............
............... ...............
............... ...............
............... ...............
</TABLE>
All bonds of the New Series Bonds shall also be redeemable, as a whole but
not in part, upon notice given by mailing the same to each registered holder
directed to his registered address not more than ninety (90) days before the
redemption date, at a redemption price of 100% of the principal amount thereof,
together with accrued interest to the date of redemption, as more fully provided
in Section 8.08 of the Original Indenture, in the event (a) that all the
outstanding common stock of the Company shall be
8
acquired by some governmental body or instrumentality and the Company elects to
redeem all of the bonds of all series, the redemption date in any such event to
be not more than one hundred twenty (120) days after the date on which all said
stock is so acquired, or (b) that all or substantially all the mortgaged and
pledged property constituting bondable property which at the time shall be
subject to the lien of the Indenture as a first lien shall be released from the
lien of the Indenture pursuant to the provisions thereof, and available moneys
in the hands of the Trustee, including any moneys deposited by the Company
available for the purpose, are sufficient to redeem all the bonds of all series
at the redemption prices (together with accrued interest to the date of
redemption) specified therein applicable to the redemption thereof upon the
happening of such event.
Bonds of the New Series Bonds of the several denominations are exchangeable
for a like aggregate principal amount of other bonds of the New Series Bonds of
other authorized denominations. Notwithstanding the provisions of Section 2.03
of the Original Indenture, for any exchange of bonds of the New Series Bonds for
other bonds of the New Series Bonds of different authorized denominations, or
for any transfer of bonds of the New Series Bonds, the Company may require the
payment of a sum sufficient to reimburse it for any tax or other governmental
charge incident thereto only.
As provided in Section 2.04 of the Original Indenture, the New Series Bonds
shall be definitive bonds in the form of lithographed bonds on steel engraved
borders. However, pending the preparation of definitive bonds of the New Series
Bonds, the Company may issue one or more temporary printed bonds as provided in
Section 2.04 of the Original Indenture.
SECTION 2. Bonds of the New Series Bonds shall be substantially in the
following form, with such inclusions, omissions, and variations as the Board of
Directors of the Company may determine in accordance with the provisions of the
Indenture:
9
[FORM OF BOND OF THE NEW SERIES BONDS]
FLORIDA POWER CORPORATION
(Incorporated under the laws of the State of Florida)
FIRST MORTGAGE BOND,
% SERIES DUE
DUE
No. $
FLORIDA POWER CORPORATION, a corporation of the State of Florida
(hereinafter called the Company), for value received, hereby promises to pay to
or registered assigns, on at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, Dollars
($ ) in such coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts,
and to pay interest thereon, semiannually on and of each
year to the person in whose name this bond is registered at the close of
business on the or , as the case may be, next
preceding the interest payment date (subject to certain exceptions provided in
the Mortgage hereinafter mentioned), at the rate of per centum ( %) per
annum, at said office or agency in like coin or currency, from the date hereof
until this bond shall mature, according to its terms or on prior redemption or
by declaration or otherwise, and at the highest rate of interest borne by any of
the bonds outstanding under the Mortgage hereinafter mentioned from such date of
maturity until this bond shall be paid or the payment hereof shall have been
duly provided for; provided, however, that payment of interest may be made at
the option of the Company by check mailed by the Company or its affiliate to the
person entitled thereto at his registered address.
Additional provisions of this bond are set forth on the reverse hereof and
such provisions shall for all purposes have the same effect as though fully set
forth at this place.
This bond shall not become valid or obligatory for any purpose until First
Chicago Trust Company of New York, or its successor as Trustee under the
Mortgage, shall have signed the certificate of authentication endorsed hereon.
IN WITNESS WHEREOF, FLORIDA POWER CORPORATION has caused this bond to be
signed in its name by its President or one of its VicePresidents by his
signature or a facsimile thereof, and its corporate seal, or a
10
facsimile thereof, to be affixed hereto and attested by its Secretary or one of
its Assistant Secretaries by his signature or a facsimile thereof.
Dated
FLORIDA POWER CORPORATION,
By
-----------------------
President
Attest:
- ---------------------------------------------
Secretary
[TEXT APPEARING ON REVERSE SIDE OF BOND]
This bond is one of an issue of bonds of the Company (herein referred to as
the bonds), not limited in principal amount except as provided in the Mortgage
hereinafter mentioned, issuable in series, which different series may mature at
different times, may bear interest at different rates, and may otherwise vary as
provided in the Mortgage hereinafter mentioned, and is one of a series known as
its First Mortgage Bonds, % Series due (herein referred to as the "Bonds
of this Series"), all bonds of all series issued and to be issued under and
equally and ratably secured (except insofar as any sinking or analogous fund,
established in accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any particular
series) by an Indenture dated as of January 1, 1944 (herein, together with all
indentures supplemental thereto including the Supplemental
Indenture dated as of , 199 between the Company and First Chicago
Trust Company of New York, as Trustee, called the "Mortgage"), to which
reference is made for the nature and extent of the security, the rights of the
holders of bonds and of the Company in respect thereof, the rights, duties and
immunities of the Trustee, and the terms and conditions upon which the bonds
are, and are to be, issued and secured. The Mortgage contains provisions
permitting the holders of not less than seventy-five per centum (75%) in
principal amount of all the bonds at the time outstanding, determined and
evidenced as provided in the Mortgage, or in case the rights under the Mortgage
of the holders of bonds of one or more, but less than all, of the series of
bonds outstanding shall be affected, the holders of not less than
seventy-five per centum (75%) in principal amount of the bonds at the time
outstanding of the series affected,
11
determined and evidenced as provided in the Mortgage, on behalf of the
holders of all the bonds to waive any past default under the Mortgage and its
consequences except a completed default, as defined in the Mortgage, in respect
of the payment of the principal of or interest on any bond or default arising
from the creation of any lien ranking prior to or equal with the lien of the
Mortgage on any of the mortgaged and pledged property. The Mortgage also
contains provisions permitting the Company and the Trustee, with the consent of
the holders of not less than seventy-five per centum (75%) in principal amount
of all the bonds at the time outstanding, determined and evidenced as provided
in the Mortgage, or in case the rights under the Mortgage of the holders of
bonds of one or more, but less than all, of the series of bonds outstanding
shall be affected, then with the consent of the holders of not less than
seventy-five per centum (75%) in principal amount of the bonds at the time
outstanding of the series affected, determined and evidenced as provided in the
Mortgage, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Mortgage or
modifying in any manner the rights of the holders of the bonds and coupons;
provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity of any bonds, or reduce the rate or extend the time of payment of
interest thereon, or reduce the principal amount thereof, without the express
consent of the holder of each bond so affected, or (ii) reduce the aforesaid
percentage of bonds, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all bonds then
outstanding, or (iii) permit the creation of any lien ranking prior to or
equal with the lien of the Mortgage on any of the mortgaged and pledged
property, or (iv) deprive the holder of any outstanding bond of the lien of the
Mortgage on any of the mortgaged and pledged property. Any such waiver or
consent by the registered holder of this bond (unless effectively revoked as
provided in the Mortgage) shall be conclusive and binding upon such holder and
upon all future holders of this bond, irrespective of whether or not any
notation of such waiver or consent is made upon this bond. No reference herein
to the Mortgage and no provision of this bond or of the Mortgage shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and interest on this bond at the time and place and at the
rate and in the coin or currency herein prescribed.
The Bonds of this Series are issuable in denominations of One Thousand
Dollars ($1,000) and any integral multiple thereof and are exchangeable for a
like aggregate principal amount of Bonds of this Series of other
12
authorized denominations. This bond is transferable as prescribed in the
Mortgage by the registered holder hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in said Borough of Manhattan,
The City of New York, upon surrender and cancellation of this bond, and upon
payment, if the Company shall require it, of the transfer charges prescribed in
the Supplemental Indenture hereinabove referred to, and
thereupon a new fully registered bond or bonds of authorized denominations of
the same series and for the same aggregate principal amount will be issued to
the transferee in exchange herefor as provided in the Mortgage. The Company and
the Trustee, any paying agent and any bond registrar may deem and treat the
person in whose name this bond is registered as the absolute owner hereof,
whether or not this bond shall be overdue, for the purpose of receiving payment
and for all other purposes and neither the Company nor the Trustee nor any
paying agent nor any bond registrar shall be affected by any notice to the
contrary.
Except as provided in the next paragraph, the Bonds of this Series will not
be redeemable prior to . On and after that date, the Bonds of this
Series may be redeemed, at the option of the Company, as a whole or from time to
time in part by mailing notice of redemption to each registered holder directed
to his registered address not less than thirty (30) days and not more than
ninety (90) days before the redemption date, all as provided in the Mortgage, at
the following redemption prices (expressed in percentages of the principal
amount thereof) together with accrued interest to the date of redemption:
<TABLE>
<CAPTION>
IF REDEEMED IF REDEEMED
DURING DURING
THE 12 MONTH THE 12 MONTH
PERIOD REDEMPTION PERIOD REDEMPTION
ENDING PRICE ENDING PRICE
- ---------------- --------- ---------------- ---------
<S> <C> <C> <C> <C> <C>
..................... % ..................... %
..................... .....................
..................... .....................
..................... .....................
..................... .....................
..................... .....................
..................... .....................
..................... .....................
..................... .....................
</TABLE>
All Bonds of this Series shall also be redeemable, as a whole but not in
part, upon notice given by mailing the same to each registered holder directed
to his registered address not more than ninety (90) days before the redemption
date, at a redemption price of 100% of the principal amount
13
thereof, together with accrued interest to the date of redemption, as more fully
provided in Section 8.08 of the Mortgage, in the event (a) that all the
outstanding common stock of the Company shall be acquired by some governmental
body or instrumentality and the Company elects to redeem all the bonds of all
series, the redemption date in any such event to be not more than one hundred
twenty (120) days after the date on which all said stock is so acquired, or (b)
that all or substantially all the mortgaged and pledged property (constituting
bondable property as defined in the Mortgage) which at the time shall be subject
to the lien of the Mortgage as a first lien shall be released from the lien of
the Mortgage pursuant to the provisions thereof, and available moneys in the
hands of First Chicago Trust Company of New York or its successor as Trustee,
including any moneys deposited by the Company for the purpose, are sufficient to
redeem all the bonds of all series at the redemption prices (together with
accrued interest to the date of redemption) specified therein applicable to the
redemption thereof upon the happening of such event.
The Mortgage provides that if the Company shall deposit with First Chicago
Trust Company of New York or its successor as Trustee in trust for the
purpose funds sufficient to pay the principal of all the bonds of any series, or
such of the bonds of any series as have been or are to be called for redemption
(including any portions, constituting $1,000 or an integral multiple thereof, of
fully registered bonds), and premium, if any, thereon, and all interest payable
on such bonds (or portions) to the date on which they become due and payable at
maturity or upon redemption or otherwise, and complies with the other provisions
of the Mortgage in respect thereof, then from the date of such deposit such
bonds (or portions) shall no longer be secured by the lien of the Mortgage.
The Mortgage provides that, upon any partial redemption of a fully
registered bond, upon surrender thereof endorsed for transfer, new bonds of the
same series and of authorized denominations in principal amount equal to the
unredeemed portion of such fully registered bond will be delivered in exchange
therefor.
The principal hereof may be declared or may become due prior to the express
date of the maturity hereof on the conditions, in the manner and at the time set
forth in the Mortgage, upon the occurrence of a completed default as in the
Mortgage provided.
No recourse shall be had for the payment of the principal of or interest on
this bond, or for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Mortgage or under or upon any obligation,
14
covenant or agreement contained in the Mortgage, against any incorporator or any
past, present or future subscriber to the capital stock, stockholder, officer or
director, as such, of the Company or of any predecessor or successor
corporation, either directly or through the Company or any predecessor or
successor corporation under any present or future rule of law, statute or
constitution or by the enforcement of any assessment or otherwise, all such
liability of incorporators, subscribers, stockholders, officers and directors,
as such, being waived and released by the holder and owner hereof by the
acceptance of this bond and being likewise waived and released by the terms of
the Mortgage.
SECTION 3. Interest on any bond of the New Series Bonds which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the person in whose name that bond (or one or more predecessor bonds)
is registered at the close of business on the Regular Record Date for such
interest specified in the provisions of this Supplemental Indenture. Interest
shall be computed on the basis of a 360-day year composed of twelve 30-day
months.
Any interest on any bond of the New Series Bonds which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
registered holder on the relevant Regular Record Date solely by virtue of such
holder having been such holder; and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in Subsection A or B below:
A. The Company may elect to make payment of any Defaulted Interest on
the bonds of the New Series Bonds to the persons in whose names such bonds
(or their respective predecessor bonds) are registered at the close of
business on a special record date for the payment of such Defaulted
Interest, which shall be fixed in the following manner (a "Special Record
Date"). The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each bond and the date of the
proposed payment (which date shall be such as will enable the Trustee to
comply with the next sentence hereof), and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall
make arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in trust
for the benefit of the persons entitled to such Defaulted Interest
15
as in this Subsection provided and not to be deemed part of the trust
estate or trust moneys. Thereupon the Trustee shall fix a Special Record
Date for the payment of such Defaulted Interest which shall be not more
than 15 nor less than 10 days prior to the date of the proposed payment and
not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor to be mailed, first-class postage prepaid,
to each holder of a bond of the New Series Bonds at his address as it
appears in the bond register not less than 10 days prior to such Special
Record Date. The Trustee may, in its discretion in the name and at the
expense of the Company, cause a similar notice to be published at least
once in a newspaper approved by the Company in each place of payment of the
bonds of the New Series Bonds, but such publication shall not be a
condition precedent to the establishment of such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the persons in whose names the bonds of the New
Series Bonds, (or their respective predecessor bonds) are registered on
such Special Record Date and shall no longer be payable pursuant to the
following Subsection B.
B. The Company may make payment of any Defaulted Interest on the bonds
of the New Series Bonds in any other lawful manner not inconsistent with
the requirements of any securities exchange on which such bonds may be
listed and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed payment pursuant
to this Subsection, such payment shall be deemed practicable by the
Trustee.
Subject to the foregoing provisions of this Section, each bond of the New
Series Bonds delivered under this Supplemental Indenture upon transfer of or in
exchange for or in lieu of any other bond of the New Series Bonds shall carry
all the rights to interest accrued and unpaid, and to accrue, which were carried
by such other bond and each such bond shall bear interest from such date, that
neither gain nor loss in interest shall result from such transfer, exchange or
substitution.
16
ARTICLE II
ADDITIONAL COVENANTS
The Company hereby covenants as follows:
SECTION 1. That it will, prior to or simultaneously with the initial
authentication and delivery by the Trustee of the New Series Bonds under Section
4.05 of the Original Indenture, deliver to the Trustee the instruments required
by said Section.
SECTION 2. That, so long as any of the New Series Bonds shall be
outstanding, it will not declare or pay any dividends (except a dividend in its
own common stock) upon its common stock, or make any other distribution (by way
of purchase, or otherwise) to the holders thereof, except a payment or
distribution out of net income of the Company subsequent to December 31, 1943;
and that it will not permit any subsidiary of the Company to purchase any shares
of common stock of the Company.
For the purpose of this Section, net income of the Company shall be
determined by regarding as charges or credits to income, as the case may be, any
and all charges or credits to earned surplus subsequent to December 31, 1943,
representing adjustments on account of excessive or deficient accruals to income
for taxes, and operating expenses shall include all proper charges for the
maintenance and repairs of the property owned by the Company and appropriations
out of income for the retirement or depreciation of the property used in its
electric business in an amount of not less than the amount of the minimum
provision for depreciation determined as provided in clause (5) of paragraph A
of Section 1.05 of the Original Indenture.
ARTICLE III
SUNDRY PROVISIONS
SECTION 1. This Supplemental Indenture is executed and shall be construed
as an indenture supplemental to the Original Indenture, and shall form a part
thereof and all of the provisions contained in the Original Indenture in respect
to the rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect hereof as fully and with like effect as if set forth
herein in full.
SECTION 2. This Supplemental Indenture may be simultaneously executed in
any number of counterparts, and all of said counterparts executed
17
and delivered, each as an original, shall constitute but one and the same
instrument.
SECTION 3. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or of the due execution hereof by the Company or for or in respect of the
recitals contained herein, all of which recitals are made by the Company solely.
SECTION 4. Although this Supplemental Indenture is dated for convenience
and for purposes of reference as of , 199 , the actual
dates of execution by the Company and by the Trustee are as indicated by the
respective acknowledgements hereto annexed.
IN WITNESS WHEREOF, FLORIDA POWER CORPORATION has caused this Supplemental
Indenture to be signed in its name and behalf by its Vice President and
Treasurer, and its corporate seal to be hereunto affixed and attested by its
Secretary, and FIRST CHICAGO TRUST COMPANY OF NEW YORK has caused this
Supplemental Indenture to be signed and sealed in its name and behalf by a Vice
President, and its corporate seal to be attested by a Trust Officer, all as of
the day and year first above written.
18
FLORIDA POWER CORPORATION
By_____________________________________
Vice President and Treasurer
3201 34th Street South
St. Petersburg, FL 33711
[SEAL]
Attest:
- ------------------------------------------
Secretary
3201 34th Street South
St. Petersburg, FL 33711
Signed, sealed and delivered by said
FLORIDA POWER CORPORATION
in the presence of:
- ------------------------------------------
- ------------------------------------------
19
FIRST CHICAGO TRUST
COMPANY OF NEW YORK
By______________________________
Vice President
14 Wall Street
New York, NY 10005
[SEAL]
Attest:
- -----------------------------------
Trust Officer
14 Wall Street
New York, NY 10005
Signed, sealed and delivered by said
FIRST CHICAGO TRUST
COMPANY OF NEW YORK
in the presence of:
- -----------------------------------
- -----------------------------------
20
<TABLE>
<S> <C> <C>
STATE OF FLORIDA )
SS:
COUNTY OF PINELLAS )
</TABLE>
Before me, the undersigned, a notary public in and for the State and County
aforesaid, an officer duly authorized to take acknowledgments of deeds and other
instruments, personally appeared , Vice
President and Treasurer of FLORIDA POWER CORPORATION, a corporation, the
corporate party of the first part in and to the above written instrument, and
also personally appeared before me , Secretary
of the said corporation; such persons being severally personally known to me,
who did take an oath and are known by me to be the same individuals who as such
Vice President and Treasurer and as such Secretary executed the above written
instrument on behalf of said corporation; and he, the said Vice President and
Treasurer, acknowledged that as such Vice President and Treasurer, he subscribed
the said corporate name to said instrument on behalf and by authority of said
corporation, and he, the said Secretary, acknowledged that he affixed the seal
of said corporation to said instrument and attested the same by subscribing his
name as Secretary of said corporation, by authority and on behalf of said
corporation, and each of the two persons above named acknowledged that, being
informed of the contents of said instrument, they, as such Vice President and
Treasurer and Secretary, delivered said instrument by authority and on behalf of
said corporation and that all such acts were done freely and voluntarily and for
the uses and purposes in said instrument set forth and that such instrument is
the free act and deed of said corporation; and each of said persons further
acknowledged and declared that he knows the seal of said corporation, and that
the seal affixed to said instrument is the corporate seal of the corporation
aforesaid.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this day of , 199 , at St. Petersburg, in the State and
County aforesaid.
---------------------------------
[NOTARIAL SEAL]
21
<TABLE>
<S> <C> <C>
STATE OF NEW YORK )
SS:
COUNTY OF NEW YORK )
</TABLE>
Before me, the undersigned, a notary public in and for the State and County
aforesaid, an officer duly authorized to take acknowledgments of deeds and other
instruments, personally appeared , a Vice President of FIRST
CHICAGO TRUST COMPANY OF NEW YORK, a New York banking corporation, the corporate
party of the second part in and to the above written instrument, and also
personally appeared before me , a Trust Officer of the said
corporation; said persons being severally personally known to me, who did take
an oath and are known by me to be the same individuals who as such Vice
President and as such Trust Officer executed the above written instrument on
behalf of said corporation; and he, the said Vice President, acknowledged that
as such Vice President he subscribed the said corporate name to said instrument
and affixed the seal of said corporation to said instrument on behalf and by
authority of said corporation, and she, the said Trust Officer, acknowledged
that she attested the same by subscribing her name as Trust Officer of said
corporation, by authority and on behalf of said corporation, and each of the two
persons above named acknowledged that, being informed of the contents of said
instrument, they, as such Vice President and Trust Officer, delivered said
instrument by authority and on behalf of said corporation and that all such acts
were done freely and voluntarily and for the uses and purposes in said
instrument set forth and that such instrument is the free act and deed of said
corporation, and each of said persons further acknowledged and declared that
he/she knows the seal of said corporation, and that the seal affixed to said
instrument is the corporate seal of the corporation aforesaid.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this day of , 199 , at New York City, in the State and
County aforesaid.
---------------------------------
[NOTARIAL SEAL]
22
EXHIBIT A
RECORDING INFORMATION
[TO BE INSERTED]
EXHIBIT B
PROPERTY DESCRIPTIONS
[TO BE INSERTED]
Exhibit 5
Florida Progress Corporation
One Progress Plaza
St. Petersburg, FL 33701
(813) 824-6508
Kenneth E. Armstrong
Vice President, General Counsel
and Secretary
August 29, 1994
Florida Power Corporation
3201 34th Street South
St. Petersburg, Florida 33711
Re: Issuance and Sale of First Mortgage Bonds.
Ladies and Gentlemen:
As Vice President, General Counsel and Secretary of Florida Progress
Corporation ("Florida Progress"), I have acted as counsel to Florida Power
Corporation (the "Company") in connection with the proposed issuance and sale
of up to $250,000,000 aggregate principal amount of the Company's First
Mortgage Bonds (the "New Bonds") in one or more series, and the registration of
the New Bonds under the Securities Act of 1933, as amended. The New Bonds will
be issued under the Indenture dated as of January 1, 1944 between the Company
and First Chicago Trust Company of New York, as Trustee, as amended and
supplemented by thirty-eight supplemental indentures and as to be further
amended and supplemented by one or more supplemental indentures creating one or
more series of New Bonds (the "Supplemental Indentures"). The Indenture, as
amended and supplemented to date, and as supplemented by the Supplemental
Indentures, is hereinafter referred to as the "Mortgage."
As your counsel, I and attorneys under my supervision in the legal
department of Florida Progress have participated in the preparation of a
Registration Statement on Form S-3 relating to the New Bonds (the "Registration
Statement") that the Company intends to file with the Securities and Exchange
Commission on or about August 29, 1994. In connection therewith, I have
examined the Registration Statement, including all exhibits thereto, the
Company's Amended Articles of Incorporation and Bylaws as amended to date, the
resolutions adopted by the Company's Board of Directors on October 21, 1993
relating to the New Bonds (the "Resolutions"), Order No. PSC-93-1757-FOF-EI of
the Florida Public Service Commission that authorizes the Company to issue
additional securities during 1994 and such other documents as I have deemed
necessary for the purpose of rendering this opinion.
The opinions expressed below are based on the following assumptions:
(a) The issuance and sale of the New Bonds will be carried out (i) on the
basis set forth in the Registration Statement, (ii) in conformity with the
Resolutions; (iii) in conformity with the appropriate authorizations, consents
or exemptions under the securities or "blue sky" laws of the various States of
the United States, and (iv) in conformity with the appropriate authorizations,
consents or orders under the laws, rules and regulations of the Florida Public
Service Commission;
(b) The Registration Statement will become effective;
(c) The Company's Board of Directors, or an appropriate Committee of the
Board of Directors, will have approved the terms and conditions of each series
of the New Bonds, including but not limited to the maturity dates, interest
rates, redemption provisions and other terms thereof, and will have authorized
the issuance and sale of each series of New Bonds in accordance with the
provisions of the Mortgage and the Resolutions;
(d) Each series of New Bonds will be duly executed and delivered by the
proper officers of the Company and duly authenticated by the Trustee as
provided in the Mortgage and the Resolutions;
(e) Supplemental Indentures creating each series of New Bonds,
aggregating in principal amount not more than $250,000,000, (i) will have been
qualified in accordance with the provisions of the Trust Indenture Act of 1939,
as amended, (ii) will have been duly completed, executed and delivered by the
proper officers of the Company, (iii) will have been duly executed by the
Trustee, and (iv) will be duly recorded; and
(f) The Company will have prepared and filed with the Securities and
Exchange Commission a prospectus supplement with respect to each series of New
Bonds containing the terms of that series, and each series of New Bonds will
have been sold and delivered to the underwriters, dealers, agents or other
purchasers thereof against payment therefor as contemplated by the applicable
prospectus supplement.
Based upon and subject to the foregoing, I am of the opinion that:
1. Florida Power Corporation is a corporation duly organized and existing
under the laws of the State of Florida.
2. The New Bonds, when properly authenticated and delivered against
payment therefor in accordance with the foregoing assumptions, will be legally
issued, valid and binding obligations of the Company.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me under the headings "Legal
Matters" and "Experts" therein.
Very truly yours,
/s/ Kenneth E. Armstrong
Kenneth E. Armstrong
Vice President, General Counsel
and Secretary
I:\FMBONDS\OPINION.EDG
EXHIBIT 12
FLORIDA POWER CORPORATION
STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS
TO FIXED CHARGES
(Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
12 Months Ended
June 30, 1994 Year Ended Decemeber 31,
(Unaudited) ------------------------------------------
--------------- 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C>
Earnings
Net Income. . . . $ 201,534 $194,873 $186,977 $180,894 $182,316 $184,044
Income Taxes. . . 112,656 104,387 97,536 92,667 102,971 85,761
Fixed Charges . . 107,492 105,827 100,120 95,220 98,802 96,620
-------- ------- ------- ------- ------- -------
Total Earnings . $ 421,682 $405,087 $384,633 $368,781 $384,089 $366,425
======== ======= ======= ======= ======= =======
Ratio of Earnings to
Fixed Charges . . 3.92 3.83 3.84 3.87 3.89 3.79
==== ==== ==== ==== ==== ====
</TABLE>
Exhibit 24.(a)
KPMG Peat Marwick
Certified Public Accountants
P.O. Box 31002
St. Petersburg, FL 33702
The Board of Directors
Florida Power Corporation
We consent to the use of our report incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus. Our report refers to a change in
the methods of accounting for income taxes and postretirement
benefits other than pensions.
/s/ KPMG Peat Marwick
August 29, 1994
Exhibit 26
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) _______
__________________________
FIRST CHICAGO TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
A New York Banking Corporation 13-3340857
(I.R.S. employer
identification number)
14 Wall Street, New York, New York 10005
(Address of principal executive offices) (Zip Code)
First Chicago Trust Company of New York
14 Wall Street
New York, New York 10005
Attn: Charlene Mullane (212) 240-8862
(Name, address and telephone number of agent for service)
_____________________________
FLORIDA POWER CORPORATION
(Exact name of obligor as specified in its charter)
Florida 59-0247770
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
3201 34th Street South
St. Petersburg, Florida 33711
(Address of Principal FIRST MORTGAGE BONDS (Zip Code)
executive offices) (Title of Indenture Securities)
Item 1. General Information. Furnish the following information as to
the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
State of New York Banking Department, New York, New
York; The Board of Governors of the Federal Reserve
System, Washington, D. C.
(b) Whether it is authorized to exercise corporate trust
powers.
The trustee is authorized to exercise corporate trust
powers.
Item 2. Affiliations With the Obligor. If the obligor is an affiliate
of the trustee, describe each such affiliation.
No such affiliation exists with the trustee.
Item 16. List of Exhibits. List below all exhibits filed as a part
of this Statement of Eligibility.
1. A copy of the restated organization certificate of the
trustee now in effect.
2. A copy of the certificate of authority of the trustee
to commence business.
3. A copy of the authorization of the trustee to exercise
corporate trust powers.
4. A copy of the existing by-laws of the trustee.
5. Not Applicable.
6. The consent of the trustee required by Section 321(b)
of the Act.
7. A copy of the latest report of condition of the
trustee published pursuant to law or the requirements
of its supervising or examining authority.
8. Not Applicable
9. Not Applicable
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, First Chicago Trust Company of New York, a
limited purpose trust company, organized and existing under the
laws of the State of New York, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago and State of Illinois,
on the 26th day of August, 1994.
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ Steven M. Wagner
---------------------------
Steven M. Wagner
Vice President
<PAGE>
EXHIBIT 1
A COPY OF THE RESTATED ORGANIZATION
CERTIFICATE OF THE TRUSTEE<PAGE>
State of New York,
Banking Department
I, DONALD J. KAVANAGH, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed certificate entitled "RESTATED ORGANIZATION
CERTIFICATE OF FIRST CHICAGO TRUST COMPANY OF NEW YORK UNDER SECTION 8007 OF
THE BANKING LAW," dated May 31, 1989.
WITNESS, my hand and official seal of the Banking Department at the City of New
York, this 30th day of April in the Year of our Lord one thousand nine hundred
and ninety.
/s/ Donald J. Kavanagh
------------------------
Deputy Superintendent of Banks
<PAGE>
RESTATED ORGANIZATION CERTIFICATE OF
FIRST CHICAGO TRUST COMPANY OF NEW YORK
UNDER SECTION 8007 OF THE BANKING LAW
WE, the undersigned, being DONALD R. HOLLIS, Executive Vice President
of FIRST CHICAGO CORPORATION, and LORNE H. PRICE, President of FIRST CHICAGO
TRUST COMPANY OF NEW YORK (formerly known as MORGAN SHAREHOLDER SERVICES TRUST
COMPANY), a New York limited-purpose trust company, do hereby certify:
1. The name of the corporation is First Chicago Trust Company of New
York. The name under which the corporation was formed is Morgan Shareholder
Services Trust Company.
2. The Organization Certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on December 12, 1985.
3. Article First of the Organization Certificate provides:
"That the name by which the corporation is to be known is MORGAN
SHAREHOLDER SERVICES TRUST COMPANY."
4. Article First of the Organization Certificate is hereby amended to
read as follows:
"That the name by which the corporation is to be known is FIRST CHICAGO
TRUST COMPANY OF NEW YORK."
5. The foregoing amendment was authorized by votes of
each of the Board of Directors of First Chicago Trust Company of New York and
the Board of Directors of Morgan Shareholder Services Trust Company held on May
31, 1989, approving the Plan of Merger between First Chicago Trust Company of
New York and Morgan Shareholder Services Trust Company, which Plan of Merger
contained the foregoing amendment.
6. The sole shareholder of the corporation consented to the foregoing
amendment by written consent dated May 31, 1989 pursuant to Section 6015 of the
New York Banking Law.
7. The text of the Organization Certificate, as amended heretofore, is
hereby restated as amended to read as herein set forth in full:
ORGANIZATION CERTIFICATE
OF
"FIRST CHICAGO TRUST COMPANY OF NEW YORK"
We, the undersigned all being of full age, each of us
being citizens of the United States and having associated
ourselves together for the purpose of forming a Trust
Company under and pursuant to the Banking Law of the State
of New York, do hereby certify:
FIRST. That the name by which the corporation is to be
known is FIRST CHICAGO TRUST COMPANY OF NEW YORK.
SECOND. That the place where its principal office is
to be located is 30 West Broadway, New York, New York 10015.
THIRD. That the amount of its capital stock is to be
One Million Dollars ($1,000,000) and the number of shares
into which such capital stock is to be divided is 10,000
with a par value of $100 each.
FOURTH. The shares are not to be classified as preferred
and common.
If the shares are to be so classified,
(a) The number and par value of shares to be included
in each class are as follows:
____________________________________________________________
(b) All the designations, preferences, privileges and
voting powers of the shares of each class, and the
restrictions or qualifications thereof are as follows:
____________________________________________________________
(c) The number of shares of common stock which are to
be reserved for issuance exchange for preferred shares or
otherwise to replace any capital stock represented by
preferred shares is none.
FIFTH. The name, place of residence and citizenship of
each incorporator, and the number of shares subscribed for
by each are:
No. of
Full Name Residence *Citizenship Shares
John M. Stadter 39 East 72nd Street, #2F New York --
New York, NY 10021
Thomas W. Stanley 104 Fisher Road New Jersey --
Mahwah, NJ 07430
James C.P. Berry 10 West 65th Street New York --
New York, NY 10023
James T. Flynn 169 West End Avenue New Jersey --
Ridgewood, NJ 07450
Peter B. Smith 136 East 79th Street New York --
New York, NY 10021
Ralph M. Mastrangelo 813 Tequesta Drive New Jersey --
Franklin Lakes, NJ 07417
John T. Lane 94 Sixth Street New York --
Garden City, NY 11530
______________________________
*If a citizen of New York or a contiguous state, insert name of such state.
SIXTH. The term of existence of the corporation is to be perpetual.
SEVENTH. The number of directors is to be not less than five nor more
than fifteen.
EIGHTH. The names of the incorporators who shall be the directors until
the first annual meeting of stockholders are:
John M. Stadter
Thomas W. Stanley
James C.P. Berry
James T. Flynn
Peter B. Smith
Ralph M. Mastrangelo
John T. Lane
NINTH. The Corporation is to exercise the powers conferred by Section
100 of the Banking Law. The Corporation shall neither accept deposits nor make
loans except for deposits and loans arising directly from the exercise of the
fiduciary powers specified in Section 100 of the Banking Law.
IN WITNESS WHEREOF, we have made, signed and acknowledged this certificate
in duplicate this 31st day of May, 1989.
/s/ Donald R. Hollis
-------------------------
Donald R. Hollis
Title: Executive Vice President
First Chicago Corporation
/s/ Lorne H. Price
-------------------------
Lorne H. Price
Title: President
First Chicago Trust
Company of New York
<PAGE>
EXHIBIT 2
A COPY OF THE CERTIFICATE OF AUTHORITY
OF THE TRUSTEE TO COMMENCE BUSINESS
<PAGE>
State of New York,
Banking Department
I, GEORGE BENCZAK, Deputy Superintendent of Banks of the State of New
York, DO HEREBY CERTIFY:
THAT, FIRST CHICAGO TRUST COMPANY OF NEW YORK is a corporation duly
organized and existing under the laws of the State of New York and has its
principal office and place of business at 14 Wall Street, New York, New York.
THAT, FIRST CHICAGO TRUST COMPANY OF NEW YORK is validly existing as a
banking organization under the Banking Law of the State of New York. The
authorization certificate of such corporation has not been revoked or suspended
and such corporation is a subsisting trust company under the supervision of
this Department.
The powers of such corporation are subject to certain restrictions in its
organization certificate.
Witness, my hand and official seal of the Banking Department at the City of New
York, this 27th day of June in the Year of our Lord one thousand nine hundred
and ninety-four.
/s/ George Benczak
----------------------
George Benczak
Deputy Superintendent of Banks.<PAGE>
EXHIBIT 3
A COPY OF THE AUTHORIZATION OF THE TRUSTEE
TO EXERCISE CORPORATE TRUST POWERS
<PAGE>
State of New York,
Banking Department
I, GEORGE BENCZAK, Deputy Superintendent of Banks of the State of New
York, DO HEREBY CERTIFY:
THAT, FIRST CHICAGO TRUST COMPANY OF NEW YORK is a corporation duly
organized and existing under the laws of the State of New York and has its
principal office and place of business at 14 Wall Street, New York, New York.
THAT, FIRST CHICAGO TRUST COMPANY OF NEW YORK is validly existing as a
banking organization under the Banking Law of the State of New York. The
authorization certificate of such corporation has not been revoked or suspended
and such corporation is a subsisting trust company under the supervision of
this Department.
The powers of such corporation are subject to certain restrictions in its
organization certificate.
Witness, my hand and official seal of the Banking Department at the City of New
York, this 27th day of June in the Year of our Lord one thousand nine hundred
and ninety-four.
/s/ George Benczak
--------------------------
George Benczak
Deputy Superintendent of Banks.<PAGE>
EXHIBIT 4
A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE
<PAGE>
BY-LAWS
OF
FIRST CHICAGO TRUST COMPANY OF NEW YORK
___________________________
As amended to July 25, 1989
<PAGE>
BY-LAWS
of
First Chicago Trust Company of New York
ARTICLE l
Stockholders
SECTION 1.l. Annual Meeting. The annual meeting of the stockholders of the
Company shall be held in the Borough of Manhattan, City of New York, on the
third Tuesday of March of each year at 1l o'clock A.M., New York City time, for
the election of Directors and such other business as may properly come before
the meeting. Written notice of the time, place and purpose or purposes of such
meeting shall be given not less than 10 nor more than 40 days before said
meeting signed by the President or a Vice President or the Secretary or an
Assistant Secretary, to each stockholder of record entitled to vote at such
meeting at his address as it appears on the stock book of the Company, unless
he shall have filed with the Secretary a written request that notices intended
for him or her be mailed to some other address, in which case it shall be
mailed to the address designated in such request. Notice shall not be required
to be given to any stockholder who shall attend such meeting in person or by
proxy, or who shall waive such notice in writing.
SECTION 1.2. Special Meetings. Special meetings of the stockholders may be
called by the Chairman of the Board, the President of the Board or the Board of
Directors and shall be held at the principal offices of the Company on such
date and at such time as the Chairman, the President or the Board of Directors
shall fix. Notice of any special meeting, stating the time, place and purpose
or purposes thereof, shall be given in the manner provided in Section 1.1 for
the calling of annual meetings of stockholders.
SECTION 1.3. Quorum. At all meetings of stockholders, unless otherwise
provided by law, stockholders of a majority of the capital stock of the
Company, present either in person or by proxy, shall constitute a quorum, but
less than a quorum shall have power to adjourn any meeting to another place,
date or time. Except as otherwise provided by law, a majority of the quorum at
a meeting, voting either in person or by proxy, shall decide any question
brought before such meeting.
SECTION 1.4. Organization. The Chairman of the Board, or in his absence,
the President, shall preside at all meetings of stockholders, and the order in
which the business thereof shall be disposed of, in the absence of a contrary
vote by stockholders owning a majority of the capital stock of the Company
present and voting at the meeting, whether in person or by proxy, shall be
determined by the presiding officer. In the absence of the Secretary of the
Company, the secretary of the meeting shall be such person as the presiding
officer shall appoint.
SECTION 1.5. Conduct of Business. The presiding officer of any meeting of
stockholders shall determine the order of business and the procedure of the
meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him in order.
SECTION 1.6. Proxies and Voting. At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing filed in accordance with the procedure established for
the meeting. All voting, including on the election of directors but excepting
where otherwise required by law, may be by a voice vote; provided, however,
that upon demand therefor by a stockholder, a stock vote by ballot shall be
taken. Every vote taken by ballots shall be counted by an inspector or
inspectors appointed by the presiding officer of the meeting. All meetings and
other matters shall be determined by a majority of votes cast.
ARTICLE II
Board of Directors
SECTION 2.1. Number. The affairs of the Company shall be managed and its
corporate powers exercised by a Board of Directors which shall consist of not
less than 7 nor more than 15 members. The Board shall from time to time by
vote of a majority of Directors then in office fix the number of Directors
within the maximum and minimum limits. The initial members of the Board of
Directors of the Company, including the Chairman of the Board, shall be elected
by the majority vote of the incorporators of the Company, who shall consider
the matter at the organizational meeting of the incorporators. Such Directors
shall hold office until the first annual meeting of the stockholders and until
their successors have been duly elected and qualified.
SECTION 2.2. Term of Office. At each annual meeting of stockholders each of
the Directors shall be elected to serve until the next annual meeting of
stockholders and until his successor shall have been elected and shall have
qualified. If the office of any Director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
Directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.
SECTION 2.3. Regular Meetings. The Board of Directors shall hold regular
meetings for business, of which meetings no notice shall be required, on the
fourth Tuesday of each month, other than the month of August when the Executive
Committee shall meet on the 4th Tuesday, at such time and place as may be fixed
by the Board of Directors.
SECTION 2.4. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board or the President, and any of them
shall call a special meeting whenever requested to do so by any two members of
the Board of Directors. Notice of such meeting shall be mailed to each Director
addressed to him at his usual residence or place of business at least two days
before the day on which such meeting is to be held, or shall be sent to him at
such address by telegram, radio or cable or given personally or by telephone
not later than the day before such meeting is held.
SECTION 2.5. Participation in Meetings by Conference Telephone. Any one or
more members of the Board of Directors or any committee thereof may participate
in a meeting of the Board of Directors or a committee thereof by means of
conference telephone or similar communications equipment allowing all persons
participating in the meeting to here each other at the same time.
Participation in a meeting by such means shall constitute presence in person
at such meeting.
SECTION 2.6. Quorum. Except as otherwise required by law, one-third of the
number of Directors, as fixed from time to time, shall constitute a quorum.
SECTION 2.7. Compensation. Directors and members of the Executive Committee
and the members of any other committee shall be entitled to received such
compensation or such fees for attendance as the Board of Directors shall fix
from time. Nothing herein contained shall be construed to preclude any
Director from serving in any other capacity and receiving compensation
therefor.
SECTION 2.8. Indemnification. The Company shall, to the extent specified
herein, indemnify each person made or threatened to be made a party to any
civil or criminal action or proceeding by reason of the fact that he, or his
testator or interstate, is or was a director, officer or employee of the
Company or served any other corporation of any kind, domestic or foreign,
in any capacity at the request of the Company. Officers and directors of the
Company shall be so indemnified to the full extent permitted by law and persons
other than officers and directors of the Company shall be so indemnified to the
same extent as officers and directors of the Company.
SECTION 2.9. Conduct of Business. At any meeting of the Board of Directors,
business shall be transacted in such order and manner as the Board may from
time to time determine, and all matters shall be determined by the vote of a
majority of the Directors present, except as otherwise provided herein or
required by law. Action may be taken by the Board of Directors without a
meeting if all members thereof consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board of
Directors.
SECTION 2.10. Fiscal Year. The fiscal year of the Company shall be as fixed
by the Board of Directors.
ARTICLE III
Committees
SECTION 3.1. Committees. The Board of Directors shall, at its first meeting
held after the adoption of these By-Laws and at its regular meeting in April of
each year, appoint an Executive Committee of such number of Directors,
including the Chairman of the Board, the Vice Chairman, or if there be more
than one, the Vice Chairmen of the Board, the Chairman of the Executive
Committee and the President, as the Board of Directors may determine, which,
unless otherwise instructed, may exercise the powers of the Board of Directors
in the intervals between the meetings of the Board of Directors. The minutes
of each meeting of the Executive Committee shall be submitted to the first
regular meeting of the Board of Directors following the meeting of the
Executive Committee. The Executive Committee may adopt its own rules of
procedure and shall hold meetings upon request of any member thereof. No
notice of any meetings of the Executive Committee shall be required. Three
members of the Executive Committee shall constitute a quorum.
SECTION 3.2. Conduct of Business. The Board of Directors may appoint, from
among its membership or otherwise, such other committees with such powers as it
shall determine. Such committees shall determine their own quorum and adopt
their own rules of procedure.
SECTION 3.3. Vacancies. The Board of Directors may fill any vacancy in any
Committee, and may designate from time to time a person to act as a member of
any committee at any meeting or meetings thereof in the place of any member
absent therefrom.
ARTICLE IV
Officers and Employees
SECTION 4.1. Generally. The Board of Directors shall, at its first meeting
held after adoption of these By-Laws and at the first meeting after each annual
meeting of stockholders, elect from their number a Chairman of the Board, a
Chairman of the Executive Committee and a President, each of whom shall hold
office until the next annual election of officers and until his successor is
elected and shall have qualified. Any vacancy occurring in the office of the
Chairman of the Board, Vice Chairman of the Board, Chairman of the Executive
Committee or President may be filled at any regular or special meeting of the
Board of Directors.
The Board of Directors may also elect or appoint one or more Vice Chairmen of
the Board, one or more Vice Presidents (any one or more of whom may be
designated Executive Vice Presidents or Senior Vice Presidents), a Treasurer, a
Secretary, a Comptroller, and an Auditor. In addition, either the Board of
Directors or any two of the Chairman of the Board, a Vice Chairman of the
Board, the Chairman of the Executive Committee, the President, and an Executive
Vice President, may elect or appoint one or more Assistant Vice Presidents, one
or more Assistant Treasurers, one or more Assistant Secretaries, one or more
Assistant Comptrollers, one or more Assistant Auditors, one or more Assistant
Trust Officers, and such other officers as they may deem fit. All officers
elected or appointed pursuant to this paragraph shall hold office at the
pleasure of the Board of Directors.
The compensation of officers required by this Section 4.1 to be elected or
appointed by the Board of Directors shall be fixed by the Board of Directors,
provided that salaries of Vice Presidents may be fixed by any two of the
officers mentioned in the following sentence. The compensation of other
officers shall be fixed either by the Board of Directors or by any two of
the Chairman of the Board, a Vice Chairman of the Board, the Chairman of the
Executive Committee, the President, an Executive Vice President, and the
officer in charge of personnel.
SECTION 4.2. Other Appointments. All other agents and employees of the
Company shall be appointed, their duties prescribed and their compensation
fixed, by the Chairman of the Board or the President, or any officer authorized
to do so by either of them.
SECTION 4.3. Bonds. Any or all of the officers of employees of the Company
may be required to give such bonds as the Board of Directors may determine.
SECTION 4.4. Chairman. The Chairman of the Board shall have general
supervision of the policies and operations of the Company on behalf of the
Board of Directors. He shall preside at meetings of the stockholders and at
meetings of the Board of Directors, and, in the absence of the Chairman of the
Executive Committee, at meetings of the Executive Committee. He shall have the
power to sign checks, orders, contracts, leases, notes, drafts and other
documents and instruments in connection with the business of the Company, and
together with the Secretary or an Assistant Secretary conveyances of real
estate and other documents and instruments to which the seal of the Company is
affixed.
SECTION 4.5. President. The President of the Company shall participate in
the supervision of the policies of the Company on behalf of the Board of
Directors, shall be the chief executive officer of the Company and shall manage
and administer the Company's operations. He shall perform all duties incident
to the office of President, and, except as the Board of Directors or Executive
Committee shall otherwise direct, in the event of the absence or disability of
the Chairman of the Board shall act in his place and assume his duties. He
shall have the same power to sign for the Company as is prescribed in these
By-Laws for the Chairman of the Board. In the absence of the President, such
officer as the Board of Directors or the Executive Committee or the Chairman
of the Board may designate shall act in his stead.
SECTION 4.6. Vice Chairman. The Vice Chairman of the Board, of if there be
more than one, then each of them, shall participate in the supervision of the
policies and operations of the Company on behalf of the Board of Directors, and
shall have such duties as shall be assigned to them by the Board of Directors,
the Executive Committee and the Chairman of the Board. Each Vice Chairman
shall have the same power to sign for the Company as is prescribed in these
By-Laws for the Chairman of the Board.
SECTION 4.7. Chairman of Executive Committee. The Chairman of the Executive
Committee shall preside at meetings of the Executive Committee and shall
participate in the supervision of the policies and operations of the Company on
behalf of the Board of Directors and shall have such other duties as shall be
assigned to him by the Board of Directors, the Executive Committee and the
Chairman of the Board. He shall have the same power to sign for the Company
as is prescribed in these By-Laws for the Chairman of the Board.
SECTION 4.8. Vice President. Each Vice President shall have the duties and
authority usually pertaining to such office and in addition such other duties
as shall be assigned him by the Board of Directors, the Executive Committee,
the Chairman of the Board, a Vice Chairman of the Board and the President.
Unless otherwise ordered by the Board of Directors or the Executive Committee,
each Vice President shall have the same power to sign for the Company as is
prescribed in these By-Laws for the Chairman of the Board.
SECTION 4.9. Treasurer. The Treasurer shall have the supervision and care
of all the funds and securities of the Company. He shall keep permanent
records of the evidences of property or indebtedness and of all fiscal
transactions of the Company. He shall perform all acts incident to the
office of Treasurer.
SECTION 4.10. Secretary. The Secretary shall keep the minutes of all
meetings of the Board of Directors and of all meetings of the stockholders; he
shall attend to the giving and receiving of all notices of and to the Company;
he may sign, with other authorized officers, all contracts, instruments or
documents in the name of the Company and may affix or cause to be affixed
thereto the seal of the Company, of which he shall be the custodian; and he
shall in general perform all the duties incident to the office of Secretary.
SECTION 4.11. Comptroller. The Comptroller shall exercise general
supervision over, and be responsible for, the operation of all matters
pertaining to the accounting and bookkeeping of the Company and shall have such
further duties as the Chairman of the Board or the President shall assign to
him. He shall render to the Board of Directors, the Chairman of the Board and
the President condensed monthly statements of the condition of the Company and
of its operating results and shall prepare such cost control reports and such
other statements and reports as the Chairman of the Board, a Vice Chairman of
the Board or the President may request.
SECTION 4.l2. Auditor. The Auditor shall exercise general supervision over,
and be responsible for, the operation of all matters pertaining to the auditing
of the Company and shall have such further duties as the Chairman of the Board
or the President shall assign to him. He shall render to the Board of
Directors, the Chairman of the Board and the President such regular audit
statements and reports as may be requested of him and such other reports as in
his judgment are necessary in the performance of the duties incident to the
office of Auditor.
SECTION 4.13. Assistant Treasurer. Any Assistant Treasurer shall perform
such duties as may be designated by the President with the approval of the
Board of Directors or the Chairman of the Board. In the absence or inability
of the Treasurer to act, any Assistant Treasurer may perform all the duties and
may exercise all the powers of the Treasurer.
SECTION 4.14. Assistant Secretary. Any Assistant Secretary shall perform
such duties as may be designated by the President with the approval of the
Board of Directors or the Chairman of the Board. In the absence or inability
of the Secretary to act, any Assistant Secretary may perform all the duties and
may exercise any of the powers of the Secretary.
SECTION 4.15. Delegation of Authority. All other officers Company shall
have such titles and perform such duties as may be designated by the Chairman
of the Board or the President or any officer authorized to do so by either of
them.
SECTION 4.16. Instruments. All instruments executed by the Company as
trustee, executor, administrator, registrar, transfer agent, depositary, agent
or in any other fiduciary capacity, including agreements, indentures,
mortgages, deeds, conveyances, satisfactions, releases, assignments,
transfers, participation certificates, powers of attorney, proxies, petitions,
proofs of claim and all other documents and writings in connection with any
fiduciary capacity, may be executed by the Chairman of the Board, a Vice
Chairman of the Board, the President, any Vice President, the Secretary, the
Treasurer, any Assistant Vice President, or any other person thereunto
authorized by the Board of Directors or the Executive Committee. Any officer
or person authorized to execute any such instrument is also authorized to affix
the seal of the Company thereto and to cause the same to be attested by the
Secretary or an Assistant Secretary.
All authentications or certifications of the Company as trustee under any
mortgage, deed of trust, indenture or agreement securing or providing for
bonds, debentures or notes, and all certificates as registrar or transfer
agent, and all checks as disbursing agent, and all certificates of deposit,
interim certificates and trust receipts or certificates, may be executed either
by any officer or person hereinabove mentioned or referred to in the first
paragraph of this Section 4.16 or by an Assistant Secretary or an Assistant
Treasurer.
The foregoing provisions of this Section 4.16 are in addition to and not in
substitution for the manner of execution of any instrument elsewhere provided
in these By-Laws.
SECTION 4.17. Miscellaneous. All checks, orders, contracts, advices and
other instruments and documents shall be signed by the officers authorized in
these By-Laws to do so or by such other officers or by such employees and
agents other than officers as the Board of Directors or the Executive Committee
shall authorize, and subject to such restrictions as the Board of Directors or
Executive Committee shall prescribe. The Board of Directors or Executive
Committee may delegate to one or more officers of the Company all or part of
the authority to grant signing powers contained in this Section 4.17.
SECTION 4.18. Removal. Any officer of the Company may be removed at any
time, with or without cause, by the Board of Directors or by the Chairman and
the President.
ARTICLE V
Corporate Seal
SECTION 5.1. Corporate Seal. The Company shall have a seal which shall be
in such form as the Board of Directors shall approve.
ARTICLE VI
Capital Stock
SECTION 6.1. Certificates of Stock. All certificates of stock shall be
signed by the President or a Vice President, and the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, and shall bear the
corporate seal. The signatures and the seal may be facsimile, engraved or
printed, to the extent permitted by law.
SECTION 6.2. Transfers of Stock. No transfer of stock of the Company shall
be Permitted except upon the surrender of the outstanding certificate of stock.
No new certificate shall be issued until the former certificate is cancelled,
except that in the case of loss or destruction of a certificate, a new
certificate may be issued upon such terms as the Board of Directors may
prescribe.
SECTION 6.3. Record Date. The stock transfer books may be closed for such
period and under such conditions as the Board of Directors may at any time
determine; or in lieu thereof the Board of Directors may at any time fix a day
as the day as of which stockholders entitled to notice of and to vote at any
meeting shall be determined, and only stockholders of record at the close of
business on such day shall be entitled to notice of or to vote at such
meeting.
ARTICLE VII
Amendments
SECTION 7.1. Amendments. Except as may be otherwise provided by law, these
By-Laws may be altered or repealed at any meeting of the Board of Directors,
whether or not such alteration or repeal shall or may affect any By-Law which
does or may be deemed to limit the powers of the Directors, provided notice of
such meeting setting forth the substance of the proposed alteration or repeal
shall have been mailed to each Director addressed to him at his usual residence
or place of business at least three days before such meeting.
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
August 26, 1994
Securities and Exchange Commission,
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Florida Power
Corporation and First Chicago Trust Company of New York, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State Authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon
its request therefore.
Very truly yours,
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By:/s/ Steven M. Wagner
----------------------------
Steven M. Wagner
Vice President
<PAGE>
EXHIBIT 7
A copy of the latest report of condition of the trustee published pursuant
to law or the requirements of its supervising or examining authority.<PAGE>
First Chicago Trust Company of New York
New York, New York 10005
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 1994
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount
outstanding of the last business day of the quarter.
Schedule RC--Balance Sheet
<TABLE>
<CAPTION>
C200 <-
Dollar Amounts in Thousands MIL THOU -------
---------------------------- --------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1) . . . . 954 1.a.
b. Interest-bearing balances(2). . 182,474 1.b.
2. Securities :
a. Held-to-maturity securities (from Schedule RC-B, column A). . -- 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D). -- 2.b.
3. Federal funds sold and securities purchased under agreements to
resell :
a. Federal Funds sold. . . -- 3.a.
b. Securities purchased under agreements to resell -- 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C). . . . 4.a.
b. LESS: Allowance for loan and lease losses . . . 4.b
c. LESS: Allocated transfer risk reserve . . . . . 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c). . . . . . -- 4.d.
5. Assets held in trading accounts . . . . . . . -- 5.
6. Premises and fixed assets (including capitalized leases). . 17,046 6.
7. Other real estate owned (from Schedule RC-M). -- 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M). . . -- 8.
9. Customers' liability to this bank on acceptances outstanding -- 9.
10.Intangible assets (from Schedule RC-M). . . . 9,049 10.
11.Other assets (from Schedule RC-F). . . . . . 49,068 11.
12.Total assets (sum of items 1 through 11). . . 258,591 12.
- -------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, ) . 231,596 13.a.
(1) Noninterest-bearing(1). . . 231,596 13.a.(1)
(2) Interest-bearing. . -- 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(1) Noninterest-bearing
(2) Interest-bearing
14. Federal funds purchased and securities sold under agreements
to repurchase:
a. Federal funds purchased -- 14.a.
b. Securities sold under agreements to repurchase. -- 14.b.
15. a. Demand notes issued to the U.S. Treasury . -- 15.a.
b. Trading liabilities . . -- 15.b.
16. Other borrowed money
a. With original maturity of one year or less. . . -- 16.a.
b. With original maturity of more than one year. . -- 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases . . . -- 17.
18. Bank's liability on acceptance executed and outstanding . . -- 18.
19. Subordinated notes and debentures . . . . . . -- 19.
20. Other liabilities (from Schedule RC-G). . . . 11 ,507 20.
21. Total liabilities (sum of items 13 through 20). . . . . . . 243,103 21.
22. Limited-Life preferred stock and related surplus. . . . . . -- 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 23.
24. Common stock. . . . . 24.
25. Surplus (exclude all surplus related to preferred stock). . 25.
26. a. Undivided profits and capital reserves . . 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities . 26.b.
27. Cumulative foreign currency translation adjustments . 27.
28. Total equity capital (sum of items 23 through 27) . . 15,488 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28). . . . . . . 258,591 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the most
comprehensive level of auditing work performed for the bank by independent external
auditors as of any date during 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 2________________ M.1.
1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
_______________________
(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
</TABLE>
