-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SqmaBFlKt1n+/I0VmHHO/KDRgZvmySU7IF7gqKaGEg1bX9mgxFMCsUREfF5Qjn2H /t0H7VPbSFmUoRmgVwm4cQ== 0000037634-94-000003.txt : 19940825 0000037634-94-000003.hdr.sgml : 19940825 ACCESSION NUMBER: 0000037634-94-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLORIDA POWER & LIGHT CO CENTRAL INDEX KEY: 0000037634 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 590247775 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03545 FILM NUMBER: 94544344 BUSINESS ADDRESS: STREET 1: 700 UNIVERSE BLVD CITY: JUNO BEACH STATE: FL ZIP: 33408 BUSINESS PHONE: 4076944647 MAIL ADDRESS: STREET 1: P O BOX 14000 CITY: JUNO BEACH STATE: FL ZIP: 33408 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-3545 FLORIDA POWER & LIGHT COMPANY (Exact name of registrant as specified in its charter) Florida 59-0247775 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 700 Universe Boulevard Juno Beach, Florida 33408 Address of principal executive offices) (Zip Code) (407) 694-3509 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, No Par Value, outstanding at July 31, 1994: 1,000 shares PART I - FINANCIAL INFORMATION Item 1. Financial Statements FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, 1994 1993 1994 1993 (Thousands of Dollars) OPERATING REVENUES .............................. $1,418,573 $1,321,504 $2,574,362 $2,425,040 OPERATING EXPENSES: Fuel, purchased power and interchange ......... 473,587 475,047 838,401 850,588 Other operations and maintenance .............. 354,394 340,264 624,146 602,650 Depreciation and amortization ................. 167,602 144,083 331,921 283,565 Income taxes .................................. 79,337 52,487 143,969 94,424 Taxes other than income taxes ................. 133,836 128,990 255,038 249,495 Total operating expenses .................... 1,208,756 1,140,871 2,193,475 2,080,722 OPERATING INCOME ................................ 209,817 180,633 380,887 344,318 ALLOWANCE FOR EQUITY FUNDS USED DURING CONSTRUCTION .................................. 3,252 10,151 8,854 21,731 OTHER INCOME - NET .............................. 1,316 1,786 2,734 3,769 INCOME BEFORE INTEREST CHARGES .................. 214,385 192,570 392,475 369,818 INTEREST CHARGES: Interest expense .............................. 73,020 85,397 147,803 169,492 Allowance for borrowed funds used during construction ................................ (1,622) (8,506) (6,870) (18,261) Interest charges - net .................... 71,398 76,891 140,933 151,231 NET INCOME ...................................... 142,987 115,679 251,542 218,587 PREFERRED STOCK DIVIDEND REQUIREMENTS ........... 9,879 10,643 19,808 21,919 NET INCOME AVAILABLE TO FPL GROUP, INC. ......... $ 133,108 $ 105,036 $ 231,734 $ 196,668
This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements on Pages 5 and 6 herein and the Notes to Consolidated Financial Statements appearing in Florida Power & Light Company's (FPL) 1993 Annual Report on Form 10-K (Form 10- K). FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 1994 December 31, (Unaudited) 1993 (Thousands of Dollars) ASSETS ELECTRIC UTILITY PLANT: At original cost .................................................... $15,487,374 $14,612,036 Less accumulated depreciation and amortization ...................... 5,856,157 5,541,164 Net ............................................................... 9,631,217 9,070,872 Construction work in progress ....................................... 278,106 781,435 Nuclear fuel under capital lease .................................... 192,664 226,124 Electric utility plant - net ...................................... 10,101,987 10,078,431 INVESTMENTS .......................................................... 429,674 388,664 CURRENT ASSETS: Cash and cash equivalents ........................................... 1,187 7,316 Receivables - net ................................................... 538,876 492,728 Materials and supplies - at average cost ............................ 202,841 235,132 Fossil fuel stock - at average cost ................................. 89,541 78,337 Prepaid expenses .................................................... 30,584 34,879 Other ............................................................... 69,206 56,598 Total current assets .............................................. 932,235 904,990 OTHER ASSETS AND DEFERRED DEBITS: Unamortized debt reacquisition costs ................................ 296,946 302,561 Deferred litigation items ........................................... 110,859 110,859 Other ............................................................... 129,041 125,837 Total other assets and deferred debits ............................ 536,846 539,257 TOTAL ASSETS ............................................................ $12,000,742 $11,911,342 CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common stock ........................................................ $ 1,373,069 $ 1,373,069 Other shareholder's equity .......................................... 2,657,676 2,606,356 Preferred stock without sinking fund requirements ................... 451,250 451,250 Preferred stock with sinking fund requirements ...................... 94,000 97,000 Long-term debt ...................................................... 3,625,429 3,463,065 Total capitalization .............................................. 8,201,424 7,990,740 CURRENT LIABILITIES: Commercial paper .................................................... 124,500 349,600 Current maturities of long-term debt and preferred stock ............ 41,500 1,500 Accounts payable .................................................... 268,739 310,963 Customers' deposits ................................................. 218,178 215,492 Accrued interest and taxes .......................................... 319,861 200,365 Other ............................................................... 306,402 360,033 Total current liabilities ......................................... 1,279,180 1,437,953 OTHER LIABILITIES AND DEFERRED CREDITS: Accumulated deferred income taxes ................................... 1,305,226 1,260,587 Deferred regulatory credit - income taxes ........................... 204,349 216,546 Unamortized investment tax credits .................................. 313,396 323,791 Capital lease obligations ........................................... 237,422 271,498 Other ............................................................... 459,745 410,227 Total other liabilities and deferred credits ...................... 2,520,138 2,482,649 COMMITMENTS AND CONTINGENCIES TOTAL CAPITALIZATION AND LIABILITIES .................................... $12,000,742 $11,911,342
This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements on Pages 5 and 6 herein and the Notes to Consolidated Financial Statements appearing in FPL's 1993 Form 10-K. FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended June 30, 1994 1993 (Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net income .............................................................. $ 251,542 $ 218,587 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ....................................... 331,921 283,565 Increase in deferred income taxes and related regulatory credit ..... 32,441 51,382 Deferrals under cost recovery clauses (1) ........................... (61,823) (20,360) Other - net ......................................................... 72,038 (59,728) Net cash provided by operating activities ............................. 626,119 473,446 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (2) ................................................ (408,830) (713,291) Other - net ............................................................. (12,881) (18,640) Net cash used in investing activities ............................... (421,711) (731,931) CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of bonds and other long-term debt .............................. 86,350 1,282,936 Issuance of preferred stock ............................................. - 125,000 Retirement of long-term debt and preferred stock ........................ (90,729) (1,225,650) (Decrease) increase in commercial paper ................................. (25,100) 350,100 Dividends to FPL Group, Inc. ............................................ (180,408) (150,517) Capital contributions from FPL Group, Inc. .............................. - 30,000 Other - net ............................................................. (650) 31,532 Net cash (used in) provided by financing activities ................. (210,537) 443,401 Net (decrease) increase in cash and cash equivalents ...................... (6,129) 184,916 Cash and cash equivalents at beginning of period .......................... 7,316 3,002 Cash and cash equivalents at end of period ................................ $ 1,187 $ 187,918 Supplemental disclosures of cash flow information: Cash paid for interest (net of amount capitalized) ...................... $ 140,933 $ 151,112 Cash paid for income taxes .............................................. $ 80,443 $ 22,831 Supplemental schedule of noncash investing and financing activities: Additions to capital lease obligations .................................. $ 17,759 $ 33,153 (1) Represents the effect on cash flows from operating activities of the net amounts deferred or recovered under the fuel and purchased power, oil-backout, energy conservation, capacity and environmental cost recovery clauses. (2) Capital expenditures exclude allowance for equity funds used during construction.
This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements on Pages 5 and 6 herein and the Notes to Consolidated Financial Statements appearing in FPL's 1993 Form 10-K. FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The accompanying condensed consolidated financial statements should be read in conjunction with FPL's 1993 Form 10-K. In the opinion of FPL, all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position as of June 30, 1994, the results of operations for the three and six months ended June 30, 1994 and 1993 and the cash flows for the six months ended June 30, 1994 and 1993 have been made. The results of operations for an interim period may not give a true indication of results for the year. 1. Capitalization Preferred Stock - The 1994 sinking fund requirements for the 6.84% Preferred Stock, Series Q, $100 Par Value were met by redeeming and retiring 30,000 shares in April 1994. There are no sinking fund requirements for the remainder of 1994. Long-Term Debt - In March 1994, FPL sold a total of $86.35 million principal amount of Pollution Control Revenue Refunding Bonds, maturing in September 2024, at variable interest rates that initially ranged from 2.10% to 2.75%. The proceeds were used to redeem and retire in March and May 1994 a total of $86.35 million principal amount of Pollution Control Revenue Bonds, maturing in 2007 through 2019, at interest rates ranging from 5.90% to 11 3/8%. In July 1994, FPL sold a total of $86.5 million principal amount of Pollution Control Revenue Refunding Bonds, maturing in July 2029, at variable interest rates that initially ranged from 2.00% to 3.20%. The proceeds will be used to redeem and retire in October 1994 a total of $86.5 million of Pollution Control Revenue Bonds, maturing in 2019 at an interest rate of 11%. At June 30, 1994, $200 million of commercial paper has been included in long-term debt pursuant to financing agreements which allow FPL to refinance these amounts for periods extending beyond June 30, 1995. 2. Commitments and Contingencies Capital Commitments - FPL has made commitments in connection with a portion of its projected capital expenditures. Capital expenditures for the construction or acquisition of additional facilities and equipment to meet customer demand are estimated to be $3.7 billion, including allowance for funds used during construction (AFUDC), for the years 1994 through 1998. Capital expenditures for 1994 are estimated to be $879 million, of which $424 million had been spent through June 30, 1994. Insurance - Liability for accidents at nuclear power plants is governed by the Price-Anderson Act, which limits the liability of nuclear reactor owners to the amount of the insurance available from private sources and under an industry retrospective payment plan. In accordance with this Act, FPL maintains $200 million of private liability insurance, which is the maximum obtainable, and participates in a secondary financial protection system under which it is subject to retrospective assessments of up to $317 million per incident at any nuclear utility reactor in the United States, payable at a rate not to exceed $40 million per incident per year. FPL participates in insurance pools and other arrangements that provide $2.75 billion of limited insurance coverage for property damage, decontamination and premature decommissioning risks at its nuclear plants. The proceeds from such insurance, however, must first be used for reactor stabilization and site decontamination before they can be used for plant repair. FPL also participates in an insurance program that provides limited coverage for replacement power costs if a plant is out of service because of an accident. In the event of an accident at one of FPL's or another participating insured's nuclear plants, FPL could be assessed up to $58 million in retrospective premiums, and in the event of a subsequent accident at such nuclear plants during the policy period, the maximum aggregate assessment is $72 million under the programs in effect at June 30, 1994. This contingent liability would be partially offset by a portion of FPL's storm and property insurance reserve (storm fund), which totaled $88 million at that date. In the event of a catastrophic loss at one of FPL's nuclear plants, the amount of insurance available may not be adequate to cover property damage and other expenses incurred. Uninsured losses, to the extent not recovered through rates, would be borne by FPL and could have a material adverse effect on FPL's financial condition. In 1993, FPL replaced its transmission and distribution (T&D) property insurance coverage with a self-insurance program due to the high cost and limited coverage available from third-party insurers. Costs incurred under the self-insurance program will be charged against FPL's storm fund. Recovery of any losses in excess of the storm fund from ratepayers will require the approval of the Florida Public Service Commission (FPSC). FPL's available lines of credit include $300 million to provide additional liquidity in the event of a T&D property loss. Contracts - FPL has take-or-pay contracts with the Jacksonville Electric Authority (JEA) for 374 megawatts (mw) of power through 2022 and with subsidiaries of the Southern Company to purchase 1,007 mw of power through May 1995, and declining amounts thereafter through mid-2010. FPL also has various firm pay-for-performance contracts to purchase approximately 1,000 mw from certain cogenerators and small power producers (qualifying facilities) with expiration dates ranging from 2002 through 2026. These contracts provide for capacity and energy payments. Energy payments are based on the actual power taken under these contracts. Capacity payments for the pay-for-performance contracts are subject to the qualifying facilities meeting certain contract obligations. The required capacity payments through 1998 under these contracts are estimated to be as follows:
1994 1995 1996 1997 1998 (Millions of Dollars) JEA .................................................... $ 80 $ 80 $ 80 $ 80 $ 80 Southern Companies ..................................... 200 150 140 140 140 Qualifying Facilities .................................. 140 160 310 340 350
FPL's capacity and energy charges under these contracts were as follows:
Three Months Ended June 30, Six Months Ended June 30, 1994 Charges 1993 Charges 1994 Charges 1993 Charges Capacity Energy(1) Capacity Energy(1) Capacity Energy(1) Capacity Energy(1) (Millions of Dollars) JEA .................... $21(2) $12 $22(2) $13 $ 42(2) $22 $ 43(2) $ 26 Southern Companies ..... 52(3) 36 73(3) 60 108(3) 69 150(3) 116 Qualifying Facilities... 37(3) 16 15(3) 10 65(3) 31 29(3) 20 (1) Recovered through the fuel and purchased power cost recovery clause. (2) Recovered through base rates and the capacity cost recovery clause (capacity clause). (3) Recovered through the capacity clause.
FPL has take-or-pay contracts for the supply and transportation of natural gas under which it is required to make payments estimated to be $270 million for 1994, $430 million for 1995, $460 million for 1996, $480 million for 1997 and $500 million for 1998. Total payments made under these contracts for the three and six months ended June 30, 1994 were $69 million and $115 million, respectively. Total payments made under these contracts for the three and six months ended June 30, 1993 were $59 million and $135 million, respectively. Litigation - Union Carbide Corporation sued FPL and Florida Power Corporation alleging that, through a territorial agreement approved by the FPSC, they conspired to eliminate competition in violation of federal antitrust laws. Praxair, Inc., an entity that was formerly a unit of Union Carbide, has been substituted as the plaintiff. The suit seeks treble damages of an unspecified amount based on alleged higher prices paid for electricity and product sales lost. Cross motions for summary judgment were denied. Both parties are appealing the denials. A suit brought by the partners in a cogeneration project located in Dade County, Florida, alleges that FPL and certain affiliated companies have engaged in anti-competitive conduct intended to eliminate competition from cogenerators generally, and from their facility in particular, in violation of federal antitrust laws and have wrongfully interfered with the cogeneration project's contractual relationship with Metropolitan Dade County. The suit seeks damages in excess of $100 million before trebling under antitrust law, plus other unspecified compensatory and punitive damages. FPL's motion for summary judgment has been denied. FPL is appealing the denial. FPL believes that it has meritorious defenses to all of the litigation described above and is vigorously defending these suits. Accordingly, the liabilities, if any, arising from this litigation are not anticipated to have a material adverse effect on FPL's financial statements. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This discussion should be read in conjunction with the Notes to Condensed Consolidated Financial Statements contained herein and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in FPL's 1993 Form 10-K. The results of operations for an interim period may not give a true indication of results for the year. In the following discussion, all comparisons are with the corresponding items in the prior year. RESULTS OF OPERATIONS For the three and six months ended June 30, 1994, net income was favorably affected by higher energy sales, resulting from increased energy usage per retail customer and customer growth, and the benefits of ongoing cost reduction measures. Partially offsetting these factors, was higher depreciation expense and lower AFUDC. Revenues from base rates, which represented 62% of total operating revenues for the three and six months ended June 30, 1994 and 59% and 60% for the respective periods in 1993, are derived primarily from retail operations regulated by the FPSC. Such revenues increased for the three and six months ended June 30, 1994 mainly due to an 11.9% and 10.0% increase in energy sales primarily due to increased usage per retail customer resulting from warmer weather, as well as an improved economy and customer growth of 2.3%. Revenues derived from cost recovery clause rates and franchise fees comprise substantially all of the remaining portion of operating revenues. These revenues represent a pass-through of costs and do not significantly affect net income. Excluding amounts recovered through cost recovery clauses, other operations and maintenance expenses increased slightly mainly due to costs associated with consolidation of facilities and inventory reductions, costs relating to additional generating units placed in service after the first quarter in 1993 and customer growth. Partially offsetting these items were cost savings from ongoing cost reduction efforts. Higher electric utility plant balances, reflecting facilities added to meet customer growth, and new depreciation rates implemented on an interim basis in January 1994 resulted in increased depreciation expense for the three and six months ended June 30, 1994. The FPSC's pending decision to approve or modify interim depreciation rates, which is scheduled to occur in September 1994, could affect 1994 depreciation expense since any changes would be retroactive to January 1994. Income taxes increased for the three and six months ended June 30, 1994 due to higher income, the increase in the federal income tax rate and an adjustment to prior year taxes in the first quarter of 1994. AFUDC decreased for the three and six months ended June 30, 1994 as a result of the placement in service of the repowered Lauderdale units in the second quarter of 1993 and Martin Unit Nos. 3 and 4 in the first and second quarter of 1994, respectively. Interest and preferred stock dividend requirements declined for the three and six months ended June 30, 1994 due to the refunding of higher cost debt and preferred stock during 1993 with lower rate instruments. FINANCIAL CONDITION For information concerning capital commitments, see Note 2. For a discussion of changes in capitalization, see Note 1. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders (1) The following directors were elected effective May 9, 1994 by the written consent of the sole common shareholder of FPL in lieu of an annual meeting of shareholders: James L. Broadhead Dennis P. Coyle Paul J. Evanson Stephen E. Frank Jerome H. Goldberg Lawrence J. Kelleher J. Thomas Petillo C. O. Woody Michael W. Yackira Item 5. Other Information (1) Reference is made to Item 1. Business - System Capability and Load in FPL's 1993 Form 10-K. In June 1994, under a 1991 agreement with Georgia Power Company, FPL purchased an additional 17% (140 mw) ownership interest in Scherer Unit No. 4 for approximately $129 million. (2) Reference is made to Item 1. Business - Fuel in FPL's 1993 Form 10-K. In May 1994, FPL combined and restructured both of its existing take-or-pay natural gas supply contracts with affiliates of Florida Gas Transmission Company, the main interstate pipeline in Florida. The new contract, which expires in 2009, will provide a firm supply of natural gas under competitive pricing terms to meet FPL's future gas requirements. (3) Reference is made to item 1. Business - Competition in FPL's 1993 Form 10-K. In May 1994, the Federal Energy Regulatory Commission (FERC) ruled that FPL can recover its full cost of providing network transmission service to the Florida Municipal Power Agency (FMPA). The FMPA is seeking clarification of certain aspects of the FERC's ruling. In July 1994, hearings regarding FPL's comprehensive proposal to revise its wholesale services, rates and tariffs were deferred and are now scheduled to begin in January 1995. The hearings were deferred to permit testimony addressing a new comparability standard announced by the FERC which states that new open access transmission tariffs should provide third parties with access on the same basis as is available to the owner of the transmission system. A final decision by the FERC is expected in 1996. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Description 1(a) Underwriting Agreement between St. Lucie County, Florida, Goldman, Sachs & Co. and Bear, Stearns & Co. Inc. dated July 11, 1994 1(b) Underwriting Agreement between St. Lucie County, Florida, Bear, Stearns & Co. Inc. and Goldman, Sachs & Co. dated July 11, 1994 *4(a) Restated Articles of Incorporation of FPL dated March 23, 1992 (filed as Exhibit 3(i)a to Form 10-K for the year ended December 31, 1993) *4(b) Amendment to FPL's Restated Articles of Incorporation dated March 23, 1992 (filed as Exhibit 3(i)b to Form 10-K for the year ended December 31, 1993) *4(c) Amendment to FPL's Restated Articles of Incorporation dated May 11, 1992 (filed as Exhibit 3(i)c to Form 10-K for the year ended December 31, 1993) *4(d) Amendment to FPL's Restated Articles of Incorporation dated March 12, 1993 (filed as Exhibit 3(i)d to Form 10-K for the year ended December 31, 1993) *4(e) Amendment to FPL's Restated Articles of Incorporation dated June 16, 1993 (filed as Exhibit 3(i)e to Form 10-K for the year ended December 31, 1993) *4(f) Amendment to FPL's Restated Articles of Incorporation dated August 31, 1993 (filed as Exhibit 3(i)f to Form 10-K for the year ended December 31, 1993) *4(g) Amendment to FPL's Restated Articles of Incorporation dated November 30, 1993 (filed as Exhibit 3(i)g to Form 10-K for the year ended December 31, 1993) *4(h) Mortgage and Deed of Trust dated as of January 1, 1944, and Ninety-four Supplements thereto between FPL and Bankers Trust Company and The Florida National Bank of Jacksonville (now First Union National Bank of Florida) Trustees (as of September 2, 1992, the sole trustee is Bankers Trust Company) (filed as Exhibit B-3, File No. 2-4845; Exhibit 7(a), File No. 2-7126; Exhibit 7(a), File No. 2-7523; Exhibit 7(a), File No. 2-7990; Exhibit 7(a), File No. 2-9217; Exhibit 4(a)-5, File No. 2-10093; Exhibit 4(c), File No. 2-11491; Exhibit 4(b)-1, File No. 2-12900; Exhibit 4(b)-1, File No. 2-13255; Exhibit 4(b)-1, File No. 2-13705; Exhibit 4(b)-1, File No. 2-13925; Exhibit 4(b)-1, File No. 2-15088; Exhibit 4(b)-1, File No. 2-15677; Exhibit 4(b)-1, File No. 2-20501; Exhibit 4(b)-1, File No. 2-22104; Exhibit 2(c), File No. 2-23142; Exhibit 2(c), File No. 2-24195; Exhibit 4(b)-1, File No. 2-25677; Exhibit 2(c), File No. 2-27612; Exhibit 2(c), File No. 2-29001; Exhibit 2(c), File No. 2-30542; Exhibit 2(c), File No. 2-33038; Exhibit 2(c), File No. 2-37679; Exhibit 2(c), File No. 2-39006; Exhibit 2(c), File No. 2-41312; Exhibit 2(c), File No. 2-44234; Exhibit 2(c), File No. 2-46502; Exhibit 2(c), File No. 2-48679; Exhibit 2(c), File No. 2-49726; Exhibit 2(c), File No. 2-50712; Exhibit 2(c), File No. 2-52826; Exhibit 2(c), File No. 2-53272; Exhibit 2(c), File No. 2-54242; Exhibit 2(c), File No. 2-56228; Exhibits 2(c) and 2(d), File No. 2-60413; Exhibits 2(c) and 2(d), File No. 2-65701; Exhibit 2(c), File No. 2-66524; Exhibit 2(c), File No. 2-67239; Exhibit 4(c), File No. 2-69716; Exhibit 4(c), File No. 2-70767; Exhibit 4(b), File No. 2-71542; Exhibit 4(b), File No. 2-73799; Exhibits 4(c), 4(d) and 4(e), File No. 2-75762; Exhibit 4(c), File No. 2-77629; Exhibit 4(c), File No. 2-79557; Exhibit 99(a) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669; Exhibit 99(a) to Post-Effective Amendment No. 1 to Form S-3, File No. 33-46076; and Exhibit 4(b) to Form 10-K for the year ended December 31, 1993) 4(i) Ninety-fifth Supplemental Indenture dated as of June 1, 1994 between FPL and Bankers Trust Company, Trustee 12 Computation of Ratios * Incorporated herein by reference (b) Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FLORIDA POWER & LIGHT COMPANY (Registrant) Date: August 10, 1994 PAUL J. EVANSON Paul J. Evanson Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer) EX-1.(A) 2 UNDERWRITING AGREEMENT EXHIBIT 1(a) $57,500,000 ST. LUCIE COUNTY, FLORIDA Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project) Series 1994A UNDERWRITING AGREEMENT Underwriting Agreement, dated July 11, 1994, between St. Lucie County, Florida (the "Issuer"), and Goldman, Sachs & Co. and Bear, Stearns & Co. Inc. jointly and severally (the "Underwriters"). 1. Description of Bonds. The Issuer proposes to issue and sell $57,500,000 aggregate principal amount of its Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994A, with the terms specified in Schedule I hereto (the "Bonds"), pursuant to a Trust Indenture, to be dated as of July 1, 1994 (the "Indenture"), by and between the Issuer and First Union National Bank of Florida, as trustee (the "Trustee"), and pursuant to a resolution adopted by the Issuer on June 28, 1994 (the "Resolution"). The Bonds will be payable, except to the extent payable from bond proceeds and other moneys pledged therefor, solely from, and secured by a pledge of, the revenues to be derived by the Issuer under a Loan Agreement, to be dated as of July 1, 1994 (the "Loan Agreement"), by and between the Issuer and Florida Power & Light Company (the "Company"). 2. Purchase, Sale and Closing. On the basis of the representations and warranties contained herein and in the Letter of Representation, hereinafter defined, and subject to the terms and conditions set forth herein and in the Official Statement, hereinafter defined, the Underwriters will jointly and severally purchase from the Issuer, and the Issuer will sell to such Underwriters, the Bonds. The price for the Bonds will be 100% of the principal amount thereof and shall be payable in immediately available funds. The closing will be held at the office of Steel Hector & Davis, 1900 Phillips Point West, 777 South Flagler Drive, West Palm Beach, Florida 33401-6198, at 9:00 A.M. New York time on July 12, 1994, or such other date, time or place as may be agreed upon by the parties hereto. The hour and date of such closing are herein called the "Closing Date". The Bonds will be delivered in New York, New York in definitive registered form and registered in such names as the Underwriters may reasonably request, except with respect to the Bonds which bear interest at a weekly interest rate which will be registered in the name of a nominee of The Depository Trust Company, and will be made available to the Underwriters for inspection and packaging upon delivery at The Depository Trust Company, New York, New York, or at such other place as may be agreed upon by the Issuer, the Company and the Underwriters. As compensation for the services of the Underwriters as contemplated herein, the Company agrees to pay the Underwriters a fee in the amount of $129,375. 3. Representations of the Issuer. The Issuer represents and warrants to the Underwriters that: (a) The Issuer has approved the delivery of an Official Statement, dated July 11, 1994, for use in connection with the sale and distribution of the Bonds. The Issuer has ratified and confirmed the use prior to the date hereof of a Preliminary Official Statement, dated July 6, 1994 in connection with the offering of the Bonds. Appendix A to such Official Statement and such Preliminary Official Statement describes certain matters relating to the Company and is sometimes herein separately referred to as "Appendix A." Such Official Statement and such Preliminary Official Statement, as amended and supplemented, including in each case Appendix A and all documents incorporated by reference therein, Appendix B, Appendix C, Appendix D and Appendix E are herein referred to as the "Official Statement" and the "Preliminary Official Statement", respectively, and all references herein to matters described, contained or set forth in the Official Statement or the Preliminary Official Statement shall, unless specifically stated otherwise, include Appendix A and all documents incorporated by reference therein, Appendix B, Appendix C, Appendix D and Appendix E. For the purposes of this Agreement, all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date of the Official Statement and incorporated by reference in the Official Statement shall be deemed to be a supplement to the Official Statement. The information with respect to the Issuer contained in the Official Statement under the heading "Disclosure Required by Florida Blue Sky Regulations" does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Issuer assumes no responsibilities for the accuracy, sufficiency or fairness of any statements in the Preliminary Official Statement or the Official Statement or any supplements thereto other than statements and information therein relating to the Issuer under the captions "Introductory Statement" and "Disclosure Required by Florida Blue Sky Regulations". (b) The Issuer will not at any time authorize an amendment or supplement (including an amendment or supplement resulting from the filing of a document incorporated by reference) to the Official Statement without prior notice to the Company, the Underwriters, and Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters, or any such amendment or supplement to which the Company or the Underwriters shall reasonably object in writing, or which shall be unsatisfactory to Winthrop, Stimson, Putnam & Roberts. At the date hereof, the information with respect to the Issuer in the Official Statement and the Preliminary Official Statement is true and correct. (c) The Issuer is a validly existing political subdivision of the State of Florida with full legal right, power and authority under the laws of the State of Florida, including particularly Part II of Chapter 159, Florida Statutes, as amended, to consummate the transactions involving the Issuer contemplated herein and in the Official Statement and to fulfill the terms hereof on the part of the Issuer to be fulfilled. (d) The consummation of the transactions contemplated herein and in the Official Statement and the fulfillment of the terms hereof on the part of the Issuer to be fulfilled have been duly authorized by all necessary action of the Issuer in accordance with the laws of the State of Florida. (e) The execution and delivery by the Issuer of the Loan Agreement and the Indenture, the pledge and assignment by the Issuer to the Trustee of certain of its rights under the Loan Agreement, the consummation by the Issuer on its part of the transactions contemplated herein and in the Official Statement and the fulfillment of the terms hereof by the Issuer and the compliance by the Issuer with all the terms and provisions of the Indenture and the Loan Agreement will not conflict with, or constitute a breach of or default under, any constitutional provision, statute or ordinance, any indenture, mortgage, deed of trust, resolution or other agreement or instrument to which the Issuer is now a party or by which it is now bound, or, to the knowledge of the Issuer, any order, rule or regulation applicable to the Issuer of any court or governmental agency or body having jurisdiction over the Issuer or any of its activities or properties. (f) Except as disclosed in or contemplated by the Official Statement, as it may be amended or supplemented, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, or before or by any court, public board or body to which the Issuer is a party, pending or, to the knowledge of the Issuer, threatened against the Issuer, (i) to restrain or enjoin the issuance or sale of the Bonds or the performance by the Issuer of the Loan Agreement or the Indenture including without limitation assignment to the Trustee of the Issuer's right to receive Loan Repayments and certain other rights under the Loan Agreement as security for the Bonds, or (ii) wherein an unfavorable decision, ruling or finding would (A) have a material adverse effect on the transactions contemplated herein or in the Official Statement or (B) adversely affect or put in question the validity or enforceability of the Bonds, the Indenture, the Loan Agreement, this Agreement, the Letter of Representation, dated the date hereof, in the form attached hereto as Exhibit F (the "Letter of Representation") from the Company to the Issuer and the Underwriters or any other agreement, instrument or document to which the Issuer is a party or by which it is bound relating to the consummation of the transactions contemplated herein or in the Official Statement. 4. Underwriters' Representation. The Underwriters intend to make a public offering of the Bonds for sale upon the terms and conditions set forth in the Official Statement. 5. Covenants of the Issuer. The Issuer agrees that: (a) It has delivered herewith or will cause to be delivered to the Underwriters as soon as practicable, a copy of the Official Statement and will deliver or cause to be delivered to the Underwriters promptly, which in no event will be later than seven business days after the date hereof, as many copies of the Official Statement as the Underwriters may reasonably request. Upon the issuance thereof, the Issuer will deliver to the Underwriters copies of all amendments and supplements to the Official Statement (other than documents incorporated by reference therein). (b) It will cooperate with the Company and the Underwriters in connection with the preparation of the Official Statement and any amendment or supplement thereto which the Company may be required to furnish the Underwriters pursuant to the Letter of Representation. (c) It will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue sky laws of such jurisdictions as the Underwriters may designate, provided that the Issuer shall not be required to qualify as a dealer in securities, or to file any consents to service of process, under the laws of any jurisdiction, or to meet other requirements deemed by the Issuer to be unduly burdensome. (d) It will not take or omit to take any action the taking or omission of which would cause the proceeds from the sale of the Bonds to be applied in a manner contrary to that provided for in the Indenture and the Loan Agreement, as each may be amended from time to time. (e) At the request of the Underwriters or the Company, it will take such action as is necessary and within its power and at the sole expense of the Company to assure or maintain the status of the interest on the Bonds as excluded from gross income for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder. The foregoing covenants are conditioned upon the Company's compliance with Section 2 of the Letter of Representation. 6. Conditions of Underwriters' Obligation. The obligation of the Underwriters to purchase and pay for the Bonds shall be subject to the accuracy of, and compliance with, the representations and warranties of the Issuer and the Company contained herein and in the Letter of Representation, respectively, to the performance by the Issuer and the Company of their obligations to be performed hereunder and under the Letter of Representation, respectively, at and prior to the Closing Date and to the following conditions: (a) At the Closing Date, the Indenture, the Loan Agreement and the Letter of Representation shall be in full force and effect, and if executed subsequent to the execution hereof and prior to the Closing Date, shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriters; provided, however, that the acceptance of delivery of the Bonds by the Underwriters on the Closing Date shall be deemed to constitute such approval; and the Underwriters shall have received an executed counterpart or certified copy of the Indenture and the Loan Agreement. (b) At the Closing Date, the Bonds shall have been duly authorized, executed and authenticated in accordance with the provisions of the Indenture. (c) At the Closing Date, no order, decree or injunction of any court of competent jurisdiction shall have been issued, or proceedings therefor shall have been commenced, nor shall any order, ruling, regulation or official statement by any governmental official, body or board, have been issued, nor shall any legislation have been enacted, with the purpose or effect of prohibiting or limiting the issuance, offering or sale of the Bonds as contemplated herein or in the Official Statement or the performance of the Indenture or the Loan Agreement, in accordance with their respective terms. (d) At the Closing Date, there shall be in full force and effect an authorization of the Florida Public Service Commission with respect to the participation of the Company in the transactions contemplated herein and in the Official Statement, and containing no provision unacceptable to the Underwriters by reason of the fact that it is materially adverse to the Company, it being understood that no authorization in effect at the time of the execution hereof by the Underwriters contains any such unacceptable provision. (e) At the Closing Date, the Underwriters shall have received opinions, dated the Closing Date, of the County Attorney for St. Lucie County, Florida, Squire, Sanders & Dempsey, as Bond Counsel, Steel Hector & Davis and Reid & Priest, counsel to the Company, and Winthrop, Stimson, Putnam & Roberts as counsel for the Underwriters, substantially in the forms thereof attached hereto as Exhibits A, B- 1, B-2, C, D, and E, respectively, but with such changes as the Underwriters shall approve. (f) At the Closing Date, the Underwriters shall have received from Deloitte & Touche, to the extent permitted by Statement of Auditing Standards No. 72, a letter to the effect that (i) they are independent public accountants with respect to the Company within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the consolidated financial statements audited by them and incorporated by reference in Appendix A to the Official Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations thereunder; (iii) on the basis of a reading of the unaudited condensed consolidated financial statements of the Company incorporated by reference in Appendix A to the Official Statement, the latest available interim unaudited consolidated financial statements of the Company since the close of the Company's most recent audited fiscal year, if different from the unaudited condensed consolidated financial statements of the Company incorporated by reference in Appendix A to the Official Statement, the minutes and consents of the Board of Directors, the Finance Committee of the Board of Directors, the Stock Issuance Committee of the Board of Directors, and Shareholder of the Company since the end of the most recent audited fiscal year, and inquiries of officials of the Company who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards and they would not necessarily reveal matters of significance with respect to the comments made in such letter, and accordingly that Deloitte & Touche make no representation as to the sufficiency of such procedures for the Underwriters' purposes), nothing has come to their attention which caused them to believe that (a) the unaudited condensed consolidated financial statements of the Company incorporated by reference in Appendix A to the Official Statement (1) do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations thereunder and (2) except as disclosed in Appendix A to the Official Statement, as amended or supplemented, are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements of the Company incorporated by reference in Appendix A to the Official Statement, (b) at the date of the latest available interim balance sheet read by them, if different from the consolidated balance sheet incorporated by reference in Appendix A to the Official Statement, and at a specified date not more than five days prior to the Closing Date there was any change in the common stock, additional paid in capital, preferred stock or long-term debt of the Company, or decrease in its net assets, in each case as compared with amounts shown in the most recent consolidated balance sheet incorporated by reference in Appendix A to the Official Statement, except in all instances for changes or decreases which Appendix A to the Official Statement, as amended or supplemented, discloses have occurred or may occur, or as occasioned by the declaration, provision for, or payment of dividends, or which are described in such letter, or (c) for the period from the date of the most recent consolidated balance sheet incorporated by reference in Appendix A to the Official Statement to the latest available interim balance sheet read by them and for the period from the latest available interim balance sheet read by them to a specified date not more than five days prior to the Closing Date, there were any decreases, as compared with the corresponding period in the preceding year, in total consolidated operating revenues or in net income or net income available to FPL Group, Inc., except in all instances for decreases which Appendix A to the Official Statement, as amended or supplemented, discloses have occurred or may occur, or which are described in such letter; and (iv) they have carried out certain procedures and made certain findings, as specified in such letter, with respect to certain amounts included in Appendix A to the Official Statement and such other items as the Underwriter may reasonably request. (g) At the Closing Date, the Underwriters shall have received from the Issuer a certificate of its Chairman or Vice Chairman of the Board of County Commissioners, dated the Closing Date, stating in effect that each of the representations and warranties of the Issuer set forth herein is true, accurate and complete in all material respects at and as of the Closing Date and that each of the obligations of the Issuer hereunder to be performed by it at or prior to the Closing Date has been performed. (h) At the Closing Date, the Underwriters shall have received a certified copy of the Resolution of the Issuer authorizing the issuance and sale of the Bonds. (i) Since the date of the Official Statement, as it may be amended or supplemented (including amendments or supplements resulting from the filing of documents incorporated by reference), and up to the Closing Date, there shall have been no material adverse change in the business, properties or financial condition of the Company, except as reflected in or contemplated by the Official Statement, as it may be so amended or supplemented, and, since such date and up to the Closing Date, there shall have been no material transaction entered into by the Company other than transactions reflected in or contemplated by the Official Statement, as it may be so amended or supplemented, and transactions in the ordinary course of business. (j) At the Closing Date, the Underwriters shall have received from the Company a certificate, dated the Closing Date, signed by the President or any Vice President or the Treasurer or the Assistant Treasurer of the Company to the effect of paragraph (i) above and stating in effect that the representations and warranties of the Company set forth in the Letter of Representation are true, accurate and complete in all material respects at and as of the Closing Date and that each of the obligations of the Company under the Letter of Representation to be performed at or prior to the Closing Date has been performed. (k) At the Closing Date, the Company shall have delivered to the Underwriters a wire or check payable in immediately available funds in an amount equal to and representing the Underwriters' fee specified in Section 2 hereof. In case any of the conditions specified above in this Section 6 shall not have been fulfilled, this Agreement may be terminated by the Underwriters upon mailing or delivering written notice thereof to the Issuer and the Company. Any such termination shall be without liability of any party to any other party except as otherwise provided in Section 3 of the Letter of Representation. 7. Termination. (a) This Agreement may be terminated by the Underwriters by delivering written notice thereof to the Issuer and the Company, at or prior to the Closing Date, if: (i) after the date hereof and at or prior to the Closing Date there shall have occurred any general suspension of trading in securities on the New York Stock Exchange, Inc. or there shall have been established by the New York Stock Exchange, Inc. or by the Securities and Exchange Commission or by any federal or state agency or by the decision of any court any limitation on prices for such trading or any restrictions on the distribution of securities, or a general banking moratorium declared by New York or federal authorities, the effect of which on the financial markets of the United States shall be such as to make it impracticable for the Underwriters to enforce contracts for the sale of the Bonds; (ii) there shall have occurred any new outbreak of hostilities including, but not limited to, an escalation of hostilities which existed prior to the date of this Agreement or other national or international calamity or crisis, the effect of which on the financial markets of the United States shall be such as to make it impracticable for the Underwriter to enforce contracts for the sale of the Bonds; (iii) after the date hereof and at or prior to the Closing Date, legislation shall be enacted by the Congress or adopted by either House thereof or a decision shall be rendered by a federal court, including the Tax Court of the United States, or a ruling, regulation or order by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be issued or proposed with respect to the imposition of federal income taxation upon receipts, revenues or other income of the same kind and character expected to be derived by the Issuer, including, without limitation, Loan Repayments and other amounts under the Loan Agreement, or upon interest received on bonds of the same kind and character as the Bonds, with the result in any such case that it is impracticable, in the reasonable judgment of the Underwriters, for the Underwriters to enforce contracts for the sale of the Bonds; or (iv) the subject matter of any amendment or supplement to the Official Statement prepared and furnished by the Issuer or the Company renders it, in the judgment of the Underwriters, either inadvisable to proceed with the offering or inadvisable to proceed with the delivery of the Bonds to be purchased hereunder. (b) This Agreement shall terminate upon the termination of the Letter of Representation as provided in Section 4 thereof. (c) Any termination of this Agreement pursuant to this Section 7 shall be without liability of any party to any other party except as otherwise provided in Section 3 of the Letter of Representation. 8. Truth-In-Bonding Statement. The Issuer is proposing to issue $57,500,000 principal amount of the Bonds for the purpose of retiring an equal principal amount of bonds previously issued by St. Lucie County, Florida. The Bonds are expected to be repaid over a period of 35 years. At a forecasted interest rate of 8.0%, total interest paid over the life of the debt or obligation will be $161,000,000. The source of repayment for this proposal is the payments by the Company under the Loan Agreement. Authorizing this debt or obligation will result in $0 moneys not being available to finance the other services of the Issuer each year for 35 years. 9. Miscellaneous. The validity and interpretation of this Agreement shall be governed by the law of the State of Florida. This Agreement shall inure to the benefit of the Issuer, the Underwriters and the Company, and their respective successors. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors" as used in this Agreement shall not include any purchaser, as such purchaser, of any Bonds from or through the Underwriters. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The representations and warranties of the Issuer contained in Section 3 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriters, and shall survive the delivery of the Bonds. 10. Notices and other Actions. All notices, demands and formal actions hereunder will be in writing mailed, telegraphed or delivered to: The Issuer: St. Lucie County County Administration Building 2300 Virginia Avenue Ft. Pierce, Florida 33492 Attention: County Administrator The Company: Florida Power & Light Company 700 Universe Boulevard Juno Beach, Florida 33408-8801 Attention: Treasurer The Underwriters: Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Attention: Municipal Finance Department Bear, Stearns & Co. Inc. 245 Park Avenue New York, New York 10167 Attention: Municipal Finance Department In Witness Whereof, the parties hereto, in consideration of the mutual covenants set forth herein and intending to be legally bound, have caused this Agreement to be executed and delivered as of the date first written above. ST. LUCIE COUNTY, FLORIDA By: HAVERT L. FENN Chairman of the Board of County Commissioners of St. Lucie County, Florida Attest: A. MILLIE WHITE (Deputy) Clerk of St. Lucie County, Florida Approved by the County Attorney as to Form: By: DANIEL S. MCINTYRE County Attorney for St. Lucie County, Florida GOLDMAN, SACHS & CO. GOLDMAN, SACHS & CO. (Goldman, Sachs & Co.) BEAR, STEARNS & CO. INC. By: MICHAEL E. RESCOE Title: SENIOR MANAGING DIRECTOR Approved: FLORIDA POWER & LIGHT COMPANY By: DILEK SAMIL Treasurer SCHEDULE I Underwriting Agreement dated July 11, 1994. Issuer: St. Lucie County, Florida Bonds: Designation: Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994A. Principal Amount: $57,500,000 Date of Maturity: July 1, 2029 Initial Interest Rate: See Schedule A Purchase Price: 100% of the principal amount thereof. Public Offering Price: 100% of the principal amount thereof. Redemption Provisions: The Bonds will be subject to redemption by the Issuer, in whole or in part, at the direction of Florida Power & Light Company, as set forth in the Official Statement. Underwriters' Fee: $129,375 SCHEDULE A MATURITY DATE OF COMMERCIAL COMMERCIAL PAPER PRINCIPAL AMOUNT PAPER TERM TERM RATE $2,000,000 November 16, 1994 3.10% $3,000,000 November 9, 1994 3.20% $2,000,000 November 15, 1994 3.20% $50,500,000 July 13, 1994 2% EXHIBIT A (Letterhead of County Attorney for St. Lucie County) July 12, 1994 St. Lucie County Ft. Pierce, Florida Squire, Sanders & Dempsey Miami, Florida Goldman, Sachs & Co. New York, New York Bear, Stearns & Co. Inc. New York, New York (the "Underwriters" named in the Underwriting Agreement dated July 11, 1994 (the "Agreement") relating to the Bonds referred to below) Ladies and Gentlemen: I am County Attorney for St. Lucie County, Florida, (the "Issuer") and as such have acted as general counsel for the Issuer in connection with the issuance and sale of $57,500,000 aggregate principal amount of the Issuer's Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994A (the "Bonds"). The Bonds are being issued pursuant to a resolution adopted by the Issuer on June 28, 1994 (the "Resolution") to refund a like amount of outstanding bonds previously issued by the Issuer to finance a portion of the cost of the acquisition, installation and construction of certain pollution control facilities located at the St. Lucie Electrical Generating Plant of Florida Power & Light Company (the "Company"), all as more particularly described in the Trust Indenture, dated as of July 1, 1994 (the "Indenture"), between the Issuer and First Union National Bank of Florida, Miami, Florida, as trustee (the "Trustee"). The issuance of the Bonds and the Project were approved by the Issuer in the Resolution. Based upon such review as I deemed necessary, I am of the opinion that: (1) The Issuer is a validly existing political subdivision of the State of Florida with full legal right, power and authority under the laws of the State of Florida, including particularly Part II of Chapter 159, Florida Statutes, as amended, (i) to issue and sell the Bonds; (ii) to loan the proceeds of the Bonds to the Company under the Loan Agreement, dated as of July 1, 1994, (the "Loan Agreement"), by and between the Issuer and Company; (iii) to execute and perform its obligations under the Loan Agreement, the Agreement, the Indenture, and the Bonds; and (iv) to accept the Letter of Representation, dated as of July 11, 1994, from the Company to the Issuer and the Underwriters (the "Letter of Representation"). (2) The Resolution is a valid resolution of the Issuer, duly adopted by the Issuer at a meeting duly noticed, called and held in accordance with the Constitution and laws of the State of Florida. (3) The acceptance of the Letter of Representation by the Issuer has been duly authorized, and said Letter of Representation has been validly accepted by the Issuer. (4) The Issuer has duly approved the use and distribution of the Official Statement, dated July 11, 1994 (the "Official Statement") at the meeting wherein the Resolution was adopted and has duly authorized such changes, insertions and omissions as may be approved by its Chairman or its Vice Chairman as evidenced by the execution and delivery of the Indenture. (5) Neither the making or the performance by the Issuer of the Loan Agreement, the Indenture or the Agreement, nor the acceptance by the Issuer of the Letter of Representation, violates or conflicts with any constitutional provision, statute, indenture, mortgage, deed of trust, lease, resolution or other agreement or instrument to which the Issuer is a party or by which it is bound, or, to my knowledge, any order, rule or regulation applicable to the Issuer of any court or governmental agency or body having jurisdiction over the Issuer or any of its activities or properties. (6) Except as disclosed in or contemplated by the Official Statement, I have not been made aware of any action, suit, proceeding or investigation at law or in equity or before or by any court, public board or body, to which the Issuer is a party which is pending or threatened against or affecting the Issuer wherein an unfavorable decision, finding or ruling would adversely affect (i) the transactions contemplated by the Indenture, the Loan Agreement, the Official Statement or by the Agreement, (ii) the validity or enforceability of the Bonds, the Indenture or the Loan Agreement, or (iii) the exclusion from gross income for federal income tax purposes of interest on the Bonds. (7) No approval, consent or authorization of any Florida governmental or public agency or authority not already obtained is required in connection with the consummation by the Issuer of the transactions contemplated by the Official Statement or by the Agreement or the performance of its obligations under the Loan Agreement, the Indenture and the Agreement. Very truly yours, EXHIBIT B-1 (Letterhead of Squire Sanders & Dempsey) July 12, 1994 To: St. Lucie County Ft. Pierce, Florida Goldman, Sachs & Co. New York, New York Bear, Stearns & Co. Inc. New York, New York Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance by St. Lucie County, Florida (the "Issuer") of its $57,500,000 St. Lucie County, Florida Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994A, dated as of July 1, 1994 (the "Series 1994A Bonds"). The Series 1994A Bonds are being issued pursuant to Part II of Chapter 159, Florida Statutes, as amended (the "Act"), for the purpose of making a loan to Florida Power & Light Company (the "Company") to refund a like amount of outstanding St. Lucie County, Florida Pollution Control Revenue Bonds (Florida Power & Light Company Project), Series 1984, dated as of October 1, 1984 issued to finance a portion of the cost of the acquisition, installation and construction of certain pollution control facilities at Units 1 and 2 of the St. Lucie Electrical Generating Plant located in St. Lucie County, Florida, an undivided interest in which is owned by the Company, all as more particularly described in the Trust Indenture, dated as of July 1, 1994 (the "Indenture"), between the Issuer and First Union National Bank of Florida, Miami, Florida, as trustee (the "Trustee"). In rendering this opinion, we have examined the transcript of proceedings (the "Transcript") relating to the issuance of the Series 1994A Bonds. The Transcript documents include an executed counterpart of the Indenture and an executed counterpart of the Loan Agreement, dated as of July 1, 1994 (the "Agreement"), between the Issuer and the Company. We also have examined an executed Series 1994A Bond. Based on this examination, we are of the opinion that, under existing law: 1. The Series 1994A Bonds, the Indenture and the Agreement are valid, legal, binding and enforceable in accordance with their respective terms, subject to bankruptcy laws and other laws affecting creditors' rights and to the exercise of judicial discretion. 2. The Series 1994A Bonds constitute limited obligations of the Issuer, and the principal of and interest and any premium on the Series 1994A Bonds (collectively, "debt service") are payable solely from the revenues and other moneys pledged and assigned by the Indenture to secure that payment. Those revenues and other moneys include the Loan Repayments required to be made by the Company under the Agreement. The Series 1994A Bonds and the payment of debt service thereon are not secured by an obligation or pledge of any moneys raised by taxation, and the Series 1994A Bonds do not represent or constitute a debt or pledge of the faith and credit of the Issuer, the State of Florida or any political subdivision thereof. 3. The interest on the Series 1994A Bonds is excluded from gross income for federal income tax purposes under Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code"), except on any Series 1994A Bonds for any period during which it is held by a "substantial user" or a "related person" as those terms are used in Section 147(a) of the Code, and the interest on the Series 1994A Bonds is not treated as an item of tax preference under Section 57 of the Code for purposes of the alternative minimum tax imposed on individuals and corporations. The Series 1994A Bonds and the interest thereon are exempt from all taxation under the laws of the State of Florida, except estate taxes and taxes measured by income which are imposed by Chapter 220, Florida Statutes, as amended, on "corporations", "banks" and "savings associations", as such terms are defined in said Chapter 220. We express no opinion as to other tax consequences regarding the Series 1994A Bonds. Under the Code, portions of the interest earned by certain corporations (as defined for federal income tax purposes) may be subject to a corporate alternative minimum tax and an environmental tax imposed for certain taxable years, and interest may be subject to a branch profits tax imposed on certain foreign corporations doing business in the United States and to a tax imposed on excess net passive income of certain S corporations. In giving the foregoing opinion with respect to the treatment of interest on the Series 1994A Bonds and the status of the Series 1994A Bonds under the federal tax laws, we have assumed and relied upon compliance with the covenants of the Issuer and the Company and the accuracy, which we have not independently verified, of the representations and certifications of the Issuer and the Company contained in the Transcript. The accuracy of certain of those representations and certifications, and compliance by the Issuer and the Company with certain of those covenants, may be necessary for the interest on the Series 1994A Bonds to be and to remain excluded from gross income for federal income tax purposes. Failure to comply with certain requirements with respect to the Series 1994A Bonds (or with similar requirements with respect to another issue of bonds to be issued by the Issuer on behalf of the Company at the same time as the Series 1994A Bonds) subsequent to the issuance of the Series 1994A Bonds could cause the interest thereon to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 1994A Bonds. We also have relied upon the opinion of Steel Hector & Davis, as counsel for the Company, as to all matters concerning the due authorization, execution and delivery by, and the binding effect upon and enforceability against, the Company of the Agreement. We have further assumed the due authorization, execution and delivery by, and the binding effect upon and enforceability against, the Trustee of the Indenture. Respectfully submitted, EXHIBIT B-2 (Letterhead of Squire, Sanders & Dempsey) July 12, 1994 To: St. Lucie County Ft. Pierce, Florida Goldman, Sachs & Co. New York, New York Bear, Stearns & Co. Inc. New York, New York Ladies and Gentlemen: This supplemental opinion is rendered at your request in connection with the issuance by St. Lucie County, Florida (the "Issuer") of its $57,500,000 St. Lucie County, Florida Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994A, dated as of July 1, 1994 (the "Series 1994A Bonds"). In connection with the issuance of the Series 1994A Bonds, we have delivered to each of you our approving legal opinion as Bond Counsel (the "Approving Opinion"). In rendering this opinion, we have examined and relied upon the matters contained, referred to and identified, and to the same extent stated, in the Approving Opinion. We also have examined (i) the Official Statement, dated July 11, 1994, relating to the Series 1994A Bonds and a certain other issue of bonds of the Issuer (the "Official Statement") and (ii) the Securities Act of 1933, as amended (the "1933 Act"), the Trust Indenture Act of 1939, as amended (the "1939 Act"), and the rules, regulations and interpretations under those acts. All terms used in this supplemental opinion and not defined herein shall have the same meaning as assigned in the Approving Opinion. Based on such examination, we are of the opinion that, under existing law: (1) The Issuer is a validly existing political subdivision of the State of Florida with full authority to execute and deliver the Indenture, the Agreement and to issue and sell the Series 1994A Bonds pursuant to the Act. (2) In connection with the offering and sale of the Series 1994A Bonds to the public, neither the Series 1994A Bonds nor any securities evidenced thereby are required to be registered under the 1933 Act and neither the Indenture nor any other instrument is required to be qualified under the 1939 Act. (3) The statements in the Official Statement relating to the Series 1994A Bonds, the Indenture and the Agreement under the captions "The Series 1994 Bonds" (except for certain information and statements provided by The Depository Trust Company under "The Series 1994 Bonds -- Book-Entry System", as to which, with your permission, we express no opinion), "The Agreements" and "The Indentures", insofar as they describe the provisions of the Series 1994A Bonds, the Agreement and the Indenture, fairly and accurately summarize the material provisions of those documents. The statements pertaining to the Series 1994A Bonds in the Official Statement under the caption "Tax Exemption" fairly and accurately present the information purported to be shown. This letter is furnished by us solely for your benefit in connection with the original issuance and delivery of the Series 1994A Bonds and may not, without our express written consent, be relied upon by any other person. Respectfully submitted, EXHIBIT C (Letterhead of Steel Hector & Davis) July 12, 1994 Goldman, Sachs & Co. New York, New York Bear, Stearns & Co. Inc. New York, New York (the "Underwriters" named in the Underwriting Agreement dated July 11, 1994 (the "Agreement") relating to the Bonds referred to below) Ladies and Gentlemen: We have acted as counsel for Florida Power & Light Company (the "Company") in connection with the issuance and sale by St. Lucie County, Florida (the "Issuer") of $57,500,000 aggregate principal amount of the Issuer's Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994A (the "Bonds"), issued under the Trust Indenture, dated as of July 1, 1994 (the "Indenture"), by and between the Issuer and First Union National Bank of Florida, as trustee (the "Trustee"), and in connection with the sale of the Bonds to the Underwriter in accordance with the Agreement. We have participated in the preparation of or reviewed (1) the Indenture and the Loan Agreement, dated as of July 1, 1994 (the "Loan Agreement"), by and between the Company and the Issuer; (2) the Letter of Representation, dated July 11, 1994 (the "Letter of Representation"), from the Company to the Issuer and the Underwriter; (3) the Official Statement, dated July 11, 1994, including Appendix A and all documents incorporated by reference therein (the "Official Statement") and (4) such corporate records, certificates and other documents and such questions of law as we have considered necessary or appropriate for purposes of this opinion. We have also participated in the preparation of the Company's application to the Florida Public Service Commission for the authorization of, among other things, the issuance and sale of debt securities during 1994. Upon the basis of the foregoing, we advise you that: I. The Company is a validly organized and existing corporation and is in good standing under the laws of the State of Florida, and is doing business in that State, and has valid franchises, licenses and permits adequate for the conduct of its business. II. The Company is a corporation duly authorized by its Restated Articles of Incorporation, as amended (the "Charter"), to conduct the business which it is now conducting as set forth in the Official Statement; the Company is subject, as to retail rates and services, issuance of securities, accounting and certain other matters, to the jurisdiction of the Florida Public Service Commission; and the Company is subject, as to wholesale rates, accounting and certain other matters, to the jurisdiction of the Federal Energy Regulatory Commission. III. Except as stated or referred to in the Official Statement, as amended or supplemented (including amendments or supplements resulting from the filing of documents incorporated therein by reference), there are no material pending legal proceedings to which the Company is a party or of which property of the Company is the subject which if determined adversely would have a material adverse effect on the Company, and, to the best of our knowledge, no such proceeding is known by us to be contemplated by governmental authorities. We know of no litigation or proceedings, pending or threatened, challenging the validity of the Loan Agreement or the Letter of Representation or seeking to enjoin the performance of the Company's obligations thereunder. IV. The Loan Agreement has been duly and validly authorized by all necessary corporate action, has been duly and validly executed and delivered, and is a valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and general equity principles, and subject to any principles of public policy limiting the right to enforce the indemnification provisions contained in Section 7.3 therein. V. The consummation by the Company of the transactions contemplated in the Letter of Representation, and the fulfillment by the Company of the terms of the Loan Agreement and the Letter of Representation, will not result in a breach of any of the terms or provisions of, or constitute a default under, the Charter or by-laws, or any indenture, mortgage, deed of trust or other agreement or instrument, the terms of which are known to us, to which the Company is now a party, except where such breach or default would not have a material adverse effect on the business, properties or financial condition of the Company. VI. Other than with respect to the opinions expressed regarding the Official Statement under paragraphs VIII and XII, we have not ourselves checked the accuracy or completeness of, or otherwise verified, the information furnished with respect to matters in the Official Statement. We have generally reviewed and discussed such information with certain officers and employees of the Company, certain of its legal counsel, its independent public accountants, Bond Counsel, and your representatives. Additionally, as counsel to the Company, we have responsibility for certain of its legal matters. On the basis of such consideration, review and discussion, but without independent check or verification except as stated, nothing has come to our attention that would lead us to believe that the Official Statement, as amended or supplemented (including amendments or supplements resulting from the filing of documents incorporated therein by reference) (except the information regarding the exclusion from gross income for federal income tax purposes of interest on the Bonds and the financial statements and other financial or statistical data included or incorporated by reference therein, as to which we express no opinion), at its date contained or at the date hereof contains, any untrue statement of a material fact or at its date omitted, or, at the date hereof omits, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. VII. The Loan Agreement is being executed and delivered pursuant to the authority contained in an order, as amended, of the Florida Public Service Commission, which authority is adequate to permit such action. To the best of our knowledge, said authorization is still in full force and effect, and no further approval, authorization, consent or order of any public board or body is legally required for the performance of the Company's obligations under the Loan Agreement. VIII. The statements made in the Official Statement under the captions "The Series 1994 Bonds", "The Agreements", and "The Indentures", insofar as they purport to constitute summaries of the terms of the documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects. IX. At the time they were filed with the Securities and Exchange Commission, the documents incorporated by reference in Appendix A to the Official Statement, as amended or supplemented (except as to the financial statements and other financial or statistical data included or incorporated by reference therein, as to which we express no opinion), complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable instructions, rules and regulations of the Securities and Exchange Commission thereunder. X. The offer and sale of the Bonds do not require registration of the Bonds under the Securities Act of 1933, as amended, and, in connection therewith, the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended; provided that, in giving this opinion, we have, with your consent, relied on the opinion of even date herewith rendered to you by Squire, Sanders & Dempsey as Bond Counsel, that the interest on the Bonds is excluded from gross income for federal income tax purposes and we have made no independent factual investigation with respect to such exclusion. XI. The Letter of Representation has been duly and validly authorized, executed and delivered by the Company. XII. The information contained in the Official Statement, which is stated therein to have been made in reliance upon our authority, or is specifically attributed to us, has been reviewed by us and is correct. We are members of the Florida Bar and do not hold ourselves out as experts on the laws of New York and accordingly, this opinion is limited to the laws of Florida (other than the blue sky laws thereof) and the federal laws of the United States. As to all matters of New York law, we have relied, with your consent, upon the opinion of even date herewith rendered to you by Reid & Priest, New York, New York. As to all matters of Florida law, Reid & Priest and Winthrop, Stimson, Putnam & Roberts are hereby authorized to rely upon this opinion as though it were rendered to each of them. Very truly yours, (Letterhead of Steel Hector & Davis) July 12, 1994 St. Lucie County Ft. Pierce, Florida Squire, Sanders & Dempsey Miami, Florida Ladies and Gentlemen: Attached hereto is an executed copy of our opinion of even date herewith, to the underwriter of $57,500,000 aggregate principal amount of St. Lucie County, Florida Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994A. You are hereby authorized to rely upon such opinion as though it were addressed to you. Very truly yours, EXHIBIT D (Letterhead of Reid & Priest) New York, New York July 12, 1994 Goldman, Sachs & Co. New York, New York Bear, Stearns & Co. Inc. New York, New York (the "Underwriters" named in the Underwriting Agreement dated July 11, 1994 (the "Agreement") relating to the Bonds referred to below) Ladies and Gentlemen: With reference to the issuance by St. Lucie County, Florida (the "Issuer") and sale to the Underwriter named in the Agreement of $57,500,000 aggregate principal amount of the Issuer's Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994A (the "Bonds"), issued under the Trust Indenture, dated as of July 1, 1994 (the "Indenture"), by and between the Issuer and First Union National Bank of Florida, as trustee, we advise you that, as counsel for Florida Power & Light Company (the "Company"), we have reviewed (a) the Indenture and the Loan Agreement, dated as of July 1, 1994 (the "Loan Agreement"), by and between the Company and the Issuer; (b) the Letter of Representation, dated July 11, 1994 (the "Letter of Representation"), from the Company to the Issuer and the Underwriter; (c) the Official Statement, dated July 11, 1994, including Appendix A and all documents incorporated by reference therein (the "Official Statement"); (d) the Company's Restated Articles of Incorporation and by-laws, each as amended to the date hereof (respectively, the "Charter" and By-laws") and (e) the application by the Company to the Florida Public Service Commission for authorization of, among other things, the issuance and sale of debt securities during 1994. On the basis of the foregoing, we advise you as follows: I. The Loan Agreement has been duly and validly authorized by all necessary corporate action, has been duly and validly executed and delivered and is a valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and general equity principles, and subject to any principles of public policy limiting the right to enforce the indemnification provision contained in Section 7.3 therein. II. The statements made in the Official Statement under the captions "The Series 1994 Bonds", "The Agreements", and "The Indentures", insofar as they purport to constitute summaries of the terms of the documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects. III. At the time they were filed with the Securities and Exchange Commission, the documents incorporated by reference in Appendix A to the Official Statement, as amended or supplemented (except as to the financial statements and other financial or statistical data included or incorporated by reference in such documents, as to which we express no opinion), complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable, instructions, rules and regulations of the Securities and Exchange Commission thereunder. IV. The offer and sale of the Bonds do not require registration of the Bonds under the Securities Act of 1933, as amended, and, in connection therewith, the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended. V. The Letter of Representation has been duly and validly authorized, executed and delivered by the Company. VI. The consummation by the Company of the transactions contemplated in the Letter of Representation, and the fulfillment by the Company of the terms of the Loan Agreement and the Letter of Representation, will not result in a breach of any of the terms or provisions of, or constitute a default under the Charter or By-laws of the Company or any indenture, mortgage, deed of trust or other agreement or instrument, the terms of which are known to us to which the Company is now a party, except where such breach or default would not have a material adverse effect on the business, properties or financial condition of the Company. Other than with respect to the opinion expressed regarding the Official Statement under paragraph II, we have not ourselves checked the accuracy or completeness of, or otherwise verified, the information furnished with respect to matters in the Official Statement. We have generally reviewed and discussed with certain officers and employees of the Company, its counsel, its independent public accountants, Bond Counsel, and your representatives the information furnished, whether or not subject to our check and verification. On the basis of such consideration, review and discussion, but without independent check or verification except as stated, nothing has come to our attention that would lead us to believe that the Official Statement, as amended or supplemented (except the information regarding the exclusion from gross income for federal income tax purposes of interest on the Bonds or the financial statements and other financial or statistical data included or incorporated by reference therein, as to which we express no opinion), at its date or at the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We are members of the New York Bar and do not hold ourselves out as experts on the laws of Florida. We do not pass upon matters relating to the incorporation of the Company. We have relied, with your consent, upon an opinion of even date herewith addressed to you by Steel Hector & Davis, West Palm Beach, Florida, counsel for the Company, as to all matters of Florida law addressed in such opinion. As to all matters of New York law, Steel Hector & Davis is hereby authorized to rely upon this opinion as though it were rendered to Steel Hector & Davis. With respect to the opinion expressed in paragraph IV above, we have relied, with your consent, upon the opinions of even date herewith rendered to you by Squire, Sanders & Dempsey, as Bond Counsel, that the interest on the Bonds is excluded from gross income for federal income tax purposes and we have made no independent factual investigation with respect to such exclusion. Very truly yours, (Letterhead of Reid & Priest) July 12, 1994 St. Lucie County County Administration Building 2300 Virginia Avenue Ft. Pierce, Florida 33492 Ladies and Gentlemen: Referring to the sale by St. Lucie County, Florida today of $57,500,000 aggregate principal amount of its Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994A, we hand you herewith signed copies of our opinion of even date herewith to Goldman, Sachs & Co. and Bear Stearns & Co. Inc. (the "Underwriters") and authorize you to treat said opinion as having been rendered to you as well as to the Underwriters. Very truly yours, EXHIBIT E (Letterhead of Winthrop, Stimson, Putnam & Roberts) July 12, 1994 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Bear, Stearns & Co. Inc. 245 Park Avenue New York, New York 10167 (the "Underwriters" named in the Underwriting Agreement dated July 11, 1994 (the "Agreement") relating to the Bonds referred to below) Ladies and Gentlemen: We have acted as counsel for you in connection with your purchase from St. Lucie County, Florida (the "Issuer") of $57,500,000 aggregate principal amount of the Issuer's Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994A (the "Bonds"), issued under a Trust Indenture, dated as of July 1, 1994 (the "Indenture"), by and between the Issuer and First Union National Bank of Florida, as trustee (the "Trustee"), pursuant to the Agreement, and in connection with the related (1) Loan Agreement, dated as of July 1, 1994 (the "Loan Agreement"), by and between Florida Power & Light Company (the "Company") and the Issuer; (2) Letter of Representation, dated July 11, 1994 (the "Letter of Representation"), from the Company to the Issuer and the Underwriter; and (3) Official Statement, dated July 11, 1994, including Appendix A and all documents incorporated by reference therein (the "Official Statement"). We have, with your consent, relied upon the opinion of even date herewith addressed to you by Steel Hector & Davis, counsel for the Company, as to matters covered in such opinion relating to the laws of the State of Florida. We have reviewed such opinion and believe it is satisfactory and that you and we are justified in relying thereon. With respect to the opinion expressed in paragraph (4) below, we have, with your consent, relied on the opinion of even date herewith of Squire, Sanders & Dempsey, as Bond Counsel, that interest on the Bonds is excluded from gross income for federal income tax purposes and have made no independent factual investigation with respect to such exclusion. We have also examined such documents and satisfied ourselves as to such other matters as we have deemed necessary in order to enable us to express the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. We are of the opinion that: (1) The Loan Agreement has been duly and validly authorized by all necessary corporate action, has been duly and validly executed and delivered and is a valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and general equity principles, and subject to any principles of public policy limiting the right to enforce the indemnification provision contained in Section 7.3 therein. (2) The Loan Agreement is being executed and delivered pursuant to the authority contained in orders of the Florida Public Service Commission, which authority is adequate to permit such action. To the best of our knowledge, said authorization is still in full force and effect, and no further approval, authorization, consent or order of any public board or body is legally required for the performance of the Company's obligations under the Loan Agreement. (3) The statements made in the Official Statement under the captions "The Series 1994 Bonds", "The Agreements", and "The Indentures", insofar as they purport to constitute summaries of the terms of the documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects. (4) The offer and sale of the Bonds do not require registration of the Bonds under the Securities Act of 1933, as amended, and, in connection therewith, the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended. (5) The Letter of Representation has been duly and validly authorized, executed and delivered by the Company. While we have examined the Official Statement, we have necessarily assumed the correctness and completeness of the statements made or included therein, or constituting a part thereof, and take no responsibility therefor, except insofar as such statements relate to us and as set forth in paragraph (3) above. In the course of the preparation of the Official Statement, we had conferences with certain of the Company's officers and representatives, with counsel for the Company, with Deloitte & Touche, the independent public accountants who audited certain of the financial statements included in the Official Statement, with Bond Counsel and with your representative. We call to your attention that there is no statutory or regulatory provision authorizing the incorporation by reference of information in documents such as the Official Statement. Our examination of the Official Statement, and our discussions in the above-mentioned conferences, did not disclose to us any information which gives us reason to believe that the Official Statement, at its issue date and at the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We express no opinion or belief as to the financial statements and other financial or statistical data contained in or incorporated by reference in the Official Statement or the information regarding exclusion from gross income for federal income tax purposes of interest on the Bonds or as to the incorporation of the Company. This opinion is rendered to you in connection with the above- described transaction. This opinion may not be relied upon by you for any other purpose, or relied upon or furnished to any other person, firm or corporation without our prior written permission. Very truly yours, EXHIBIT F FLORIDA POWER & LIGHT COMPANY LETTER OF REPRESENTATION July 11, 1994 St. Lucie County Ft. Pierce, Florida Goldman, Sachs & Co. New York, New York Bear, Stearns & Co. Inc. New York, New York (the "Underwriters" named in the Underwriting Agreement dated the date hereof (the "Agreement") relating to the Bonds referred to below) Ladies and Gentlemen: In consideration of the issuance and sale by St. Lucie County, Florida (the "Issuer") of $57,500,000 aggregate principal amount of its Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994A (the "Bonds") and the purchase of the Bonds by the Underwriters pursuant to the Agreement, Florida Power & Light Company (the "Company") represents, warrants and covenants to and agrees with the Issuer and the Underwriters, and the Issuer and the Underwriters by their acceptance hereof agree with the Company as follows (all terms not specifically defined in this Letter of Representation shall have the same meanings herein as in the Agreement): 1. Representations and Warranties of the Company. The Company represents and warrants that: (a) When the Official Statement shall be issued and at the Closing Date, the Official Statement, as it may be amended or supplemented (including amendments or supplements resulting from the filing of documents incorporated by reference), will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the foregoing representations and warranties in this subsection (a) shall not apply to statements in or omissions from the Official Statement under the captions "Tax Exemption", "Underwriting" and "Disclosure Required By Florida Blue Sky Regulations" (except for the second sentence of the first paragraph thereof) or in Appendices B, C, D and E or in the statements on the cover page with respect to the initial public offering price, tax exemption or terms of offering or in the statement on the third page with respect to stabilization of the market price of the Bonds by the Underwriters. (b) The documents incorporated by reference in Appendix A to the Official Statement, as amended or supplemented, fully complied, at the time they were filed with the Securities and Exchange Commission (the "Commission"), in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable instructions, rules and regulations of the Commission thereunder. (c) The financial statements contained or incorporated by reference in Appendix A to the Official Statement present fairly the financial condition and operations of the Company at the respective dates or for the respective periods to which they apply; and such financial statements have been prepared in each case in accordance with generally accepted accounting principles consistently applied throughout the periods involved except as otherwise indicated in the Official Statement. (d) Since the respective most recent dates as of which information is given in the Official Statement, as it may be amended or supplemented (including amendments or supplements resulting from the filing of documents incorporated by reference), there has not been any material adverse change in the business, properties or financial condition of the Company nor has any material transaction been entered into by the Company, other than changes and transactions reflected in or contemplated by the Official Statement, as it may be amended or supplemented, and transactions in the ordinary course of business. The Company does not have any material contingent obligation which is not reflected in or contemplated by the Official Statement, as it may be amended or supplemented. (e) The consummation of the transactions contemplated herein and in the Official Statement and the fulfillment of the terms of the Loan Agreement and this Letter of Representation, on the part of the Company to be fulfilled, have been duly authorized by all necessary corporate action of the Company in accordance with the provisions of its Restated Articles of Incorporation, as amended (the "Charter"), by-laws (the "By-laws") and applicable law, and this Letter of Representation constitutes, and the Loan Agreement when executed and delivered by the Company will constitute, legal, valid and binding obligations of the Company in accordance with their terms, except as limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and general equity principles, and subject to any principles of public policy limiting the right to enforce the indemnification provisions contained in Section 6 herein and Section 7.3 of the Loan Agreement. (f) The consummation of the transactions contemplated herein and in the Official Statement and the fulfillment of the terms of the Loan Agreement and this Letter of Representation will not result in a breach of any of the terms or provisions of, or constitute a default under the Charter or By-laws of the Company or any indenture, mortgage, deed of trust or other agreement or instrument to which the Company is now a party, except where such breach or default would not have a material adverse effect on the business, properties, or financial condition of the Company. (g) The terms and conditions of the Agreement as they relate to the Company and the Company's participation in the transactions contemplated thereby are satisfactory to it. (h) The Company has approved the use prior to the date hereof of the Preliminary Official Statement, dated July 6, 1994, in connection with the offering of the Bonds. 2. Covenants of the Company. The Company agrees that: (a) At its expense, it will cause to be prepared and, upon the approval of and authorization by the Issuer, furnished to the Underwriters as many copies of the Official Statement (as amended or supplemented from time to time, but excluding any documents incorporated by reference therein) as the Underwriters may reasonably request for the public offering of the Bonds. At its expense, it will cause to be prepared and furnished to the Underwriters one copy of each of the documents incorporated by reference in the Official Statement, as it may be amended or supplemented, and as many additional copies of such documents incorporated by reference as shall be requested of the Underwriters by prospective purchasers of the Bonds. (b) During the period ending 25 days after the end of the underwriting period as defined in Rule 15c2-12 of the Exchange Act, if any event relating to or affecting the Company or of which the Company shall be advised in writing by the Underwriters shall occur which, in the Company's opinion, should be set forth in a supplement to or in an amendment of the Official Statement in order to make the Official Statement not misleading in the light of the circumstances when it is delivered to a purchaser, the Company will either (i) prepare and furnish to the Underwriters at the Company's expense a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Official Statement or (ii) make an appropriate filing pursuant to Section 13 or 14 of the Exchange Act, which will, in either case, supplement or amend the Official Statement so that as supplemented or amended it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Official Statement is delivered to a purchaser, not misleading; provided, that should such event relate solely to activities of the Underwriters, then the Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. (c) It will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue sky laws of such jurisdictions as the Underwriters may designate, provided that the Company shall not be required to qualify as a foreign corporation or dealer in securities, or to file any consents to service of process, under the laws of any jurisdiction, or to meet other requirements deemed by the Company to be unduly burdensome. (d) It will not take or omit to take any action the taking or omission of which would cause the proceeds from the sale of the Bonds to be applied in a manner contrary to that provided for in the Indenture and the Loan Agreement as they are amended from time to time. 3. Expenses. (a) Upon the issuance and delivery of the Bonds by the Issuer to the Underwriters, the Company will pay, or cause to be paid, all expenses (excluding out-of-pocket expenses of the Underwriters) and costs incident to the authorization, issuance, printing, sale and delivery, as the case may be, of the underwriting papers, the Bonds, the Preliminary Official Statement, the Official Statement, this Letter of Representation and the blue sky survey, including without limitation (A) any taxes, other than transfer taxes, in connection with the issuance of the Bonds hereunder; (B) any rating agency fees; (C) fees of the Trustee; (D) the fees and disbursements of Bond Counsel and counsel to the Issuer and the Company; (E) the fees to the Issuer; and (F) the fees and disbursements of Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters; and (G) the fees and disbursements (including filing fees) of Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters, in connection with the qualification of the Bonds for sale under the securities or blue sky laws of various jurisdictions, not in excess, however, of an aggregate of $5,000. (b) If the Agreement is terminated in accordance with the provisions of Section 6 or 7(b) thereof, the Company will pay all the expenses referred to in subsection (a) of this Section 3, and the reasonable out-of-pocket expenses of the Underwriters, not in excess, however, of an aggregate of $5,000, the Underwriters to pay the remainder of their expenses. (c) If the Agreement is terminated in accordance with the provisions of Section 7(a) thereof, the Company will pay all the expenses referred to in subsection (a) of this Section 3, the Underwriters to pay the remainder of its expenses. (d) If the Underwriters shall fail or refuse, otherwise than for some reason sufficient to justify, in accordance with the terms of the Agreement, the cancellation or termination of their obligation thereunder, to purchase and pay for the Bonds as provided in Section 2 thereof, the Underwriters will pay all the expenses referred to in subsection (a) of this Section 3. (e) The Issuer shall not in any event be liable to the Underwriters for any expenses or costs incident to the issuance and sale of the Bonds nor for damages on account of loss of anticipated profits. The Company shall not in any event be liable to the Underwriters for damages on account of loss of anticipated profits. Nothing herein shall be construed to relieve the Underwriters of their liability for their default under the Agreement. 4. Conditions of the Company's Obligation. The obligation of the Company to participate in the transactions contemplated herein and in the Official Statement shall be subject to the condition that, on the Closing Date, there shall be in full force and effect an authorization of the Florida Public Service Commission with respect to the participation of the Company in such transactions, and containing no provision unacceptable to the Company by reason or the fact that it is materially adverse to the Company, it being understood that no authorization in effect at the time of execution of this Letter of Representation contains any such unacceptable provision. In case the aforesaid condition shall not have been fulfilled, this Letter of Representation and the Company's obligation to participate in the transactions contemplated herein and in the Official Statement may be terminated by the Company, upon mailing or delivering written notice thereof to the Underwriters. 5. Representation of the Issuer. The acceptance and confirmation of this Letter of Representation by the Issuer shall constitute a representation and warranty by the Issuer to the Company that the representations and warranties contained in Section 3 of the Agreement are true as of the date hereof and will be true in all material respects as of the Closing Date. 6. Indemnification. (a) The Company agrees to indemnify and hold harmless the Issuer and any official or employee thereof, each Underwriter and each person who controls any Underwriter within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Securities Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject and to reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Official Statement, including any documents incorporated therein by reference, or in the Official Statement, as amended or supplemented (if any amendments or supplements thereto, including documents incorporated by reference, shall have been furnished), or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 6 shall not apply to any Underwriters (or any person controlling such Underwriter) on account of any such losses, claims, damages, liabilities, expenses or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, under the captions "Tax Exemption" (except to the extent that such statement or omission is based upon an untrue statement of or an omission to state, or an alleged untrue statement of or omission to state, a material fact in the engineering facts and representations and conclusions of the Company concerning the Project (as defined in the Loan Agreement) contained in the closing certificate furnished to Squire, Sanders & Dempsey, as Bond Counsel, and except to the extent that such statement or omission is based upon the Company's continuing compliance with Section 148(f) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder) and "Underwriting" or in the statements on the cover page with respect to the initial public offering price, tax exemption or terms of offering or in the statement on the third page with respect to stabilization of the market price of the Bonds by the Underwriters; and provided, further, that the indemnity agreement contained in this Section 6 shall not inure to the benefit of any Underwriter (or of any person controlling such Underwriter) on account of any such losses, claims, damages, liabilities, expenses or actions arising from the sale of Bonds to any person if such Underwriter shall have failed to send or give to such person (i) with or prior to the written confirmation of such sale, a copy of the Official Statement or the Official Statement as amended or supplemented, if any amendments or supplements thereto shall have been timely furnished at or prior to the time of written confirmation of the sale involved, but exclusive of any documents incorporated by reference therein unless, with respect to the delivery of any amendment or supplement, the alleged omission or alleged untrue statement is not corrected in such amendment or supplement at the time of confirmation, or (ii) with or prior to the delivery of such Bonds to such person, a copy of any amendment or supplement to the Official Statement which shall have been furnished subsequent to such written confirmation and prior to the delivery of such Bonds to such person, exclusive of any documents incorporated by reference therein unless, with respect to the delivery of any amendment or supplement, the alleged omission or alleged untrue statement was not corrected in such amendment or supplement at the time of such delivery. The Issuer and each Underwriter agree to notify promptly the Company, the Issuer and the other Underwriter, as the case may be, of the commencement of any litigation or proceedings against it, any of its aforesaid officials or employees or any person controlling it as aforesaid, in connection with the issuance and sale of the Bonds. (b) Each Underwriter agrees to indemnify and hold harmless the Issuer and any official or employee thereof, and the Company, its officers and directors, and each person who controls the Company within the meaning of Section 15 of the Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject and to reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities, or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Official Statement, as amended or supplemented (if any amendments or supplements thereto shall have been furnished), or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only with respect to information contained under the caption "Underwriting" or in the statements on the cover page with respect to the initial public offering price and terms of offering or in the statement on the third page with respect to stabilization of the market price of the Bonds by the Underwriters. The Issuer and the Company agree promptly to notify the Underwriters, the Issuer and the Company, as the case may be, of the commencement of any litigation or proceedings against it, any of its aforesaid officials or employees, or any of its aforesaid officers and directors or any person controlling it as aforesaid, in connection with the issuance and sale of the Bonds. (c) The Company, each Underwriter and the Issuer each agree that, upon the receipt of notice of the commencement of any action against it, any of its aforesaid officers and directors, any of its aforesaid officials or employees or any person controlling it as aforesaid, as the case may be, in respect of which indemnity may be sought on account of any indemnity agreement contained herein, it will promptly give written notice of the commencement thereof to the party or parties against whom indemnity shall be sought hereunder, but the omission so to notify such indemnifying party or parties of any such action shall not relieve such indemnifying party or parties from any liability which it or they may have to the indemnified party otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, such indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume (in conjunction with any other indemnifying parties) the defense of such action, in which event such defense shall be conducted by counsel chosen by such indemnifying party or parties satisfactory to the indemnified party or parties and who shall be defendant or defendants in such action, and such defendant or defendants shall bear the fees and expenses of any additional counsel retained by them; but if the indemnifying party shall elect not to assume the defense of such action, such indemnifying party will reimburse such indemnified party or parties for the reasonable fees and expenses of any counsel retained by them; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and counsel for the indemnifying party shall have reasonably concluded that there may be a conflict of interest involved in the representation by such counsel of both the indemnifying party and the indemnified party, the indemnified party or parties shall have the right to select separate counsel, satisfactory to the indemnifying party, to participate in the defense of such action on behalf of such indemnified party or parties (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel representing the indemnified parties who are parties to such action). 7. Miscellaneous. The validity and interpretation of this Letter of Representation shall be governed by the law of the State of New York. This Letter of Representation shall inure to the benefit of the Company, the Issuer, the Underwriters and, with respect to the provisions of Section 6 hereof, each official, employee, officer, director and controlling person referred to in said Section 6, and their respective successors. Nothing in this Letter of Representation is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Letter of Representation or any provision herein contained. The term "successors" as used herein shall not include any purchaser, as such purchaser, of any Bonds from or through the Underwriters. The indemnity agreements of the Company and the Underwriters contained in Section 6 hereof and the representations of the Company and the Issuer contained herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Issuer or any official or employee thereof, the Underwriters or any controlling person thereof, or the Company or any director, officer or controlling person thereof, and shall survive the delivery of the Bonds. The agreements contained in Section 3 hereof to pay expenses shall survive the termination of the Agreement and this Letter of Representation. This Letter of Representation may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same agreement. This Letter of Representation shall become effective upon the execution and acceptance thereof and the effectiveness of the Agreement, and it shall terminate as provided in Section 4 hereof or upon the termination of the Agreement. 8. Notices. All communications hereunder shall be in writing or by telegram and, if to the Underwriter, shall be mailed or delivered to them or, if to the Issuer, shall be mailed or delivered to it at St. Lucie County, County Administration Building, 2300 Virginia Avenue, Ft. Pierce, Florida 33492 Attention: County Administrator or, if to the Company, shall be mailed or delivered to Florida Power & Light Company, 700 Universe Boulevard, Juno Beach, Florida 33408-8801, Attention: Treasurer. If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter agreement and your acceptance shall constitute a binding agreement between us. Very truly yours, Florida Power & Light Company By: Treasurer Accepted and confirmed as of the date first above written: St. Lucie County, Florida By: Chairman of the Board of County Commissioners of St. Lucie County, Florida Approved by the County Attorney as to Form: By: County Attorney for St. Lucie County, Florida Attest: (Deputy) Clerk of the Board of County Commissioners of St. Lucie County, Florida Goldman, Sachs & Co. (Goldman, Sachs & Co.) Bear, Stearns & Co. Inc. By: Title: EX-1.(B) 3 UNDERWRITING AGREEMENT EXHIBIT 1(b) $29,000,000 ST. LUCIE COUNTY, FLORIDA Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project) Series 1994B UNDERWRITING AGREEMENT Underwriting Agreement, dated July 11, 1994, between St. Lucie County, Florida (the "Issuer"), and Bear, Stearns & Co. Inc. and Goldman, Sachs & Co. jointly and severally (the "Underwriters"). 1. Description of Bonds. The Issuer proposes to issue and sell $29,000,000 aggregate principal amount of its Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994B, with the terms specified in Schedule I hereto (the "Bonds"), pursuant to a Trust Indenture, to be dated as of July 1, 1994 (the "Indenture"), by and between the Issuer and First Union National Bank of Florida, as trustee (the "Trustee"), and pursuant to a resolution adopted by the Issuer on June 28, 1994 (the "Resolution"). The Bonds will be payable, except to the extent payable from bond proceeds and other moneys pledged therefor, solely from, and secured by a pledge of, the revenues to be derived by the Issuer under a Loan Agreement, to be dated as of July 1, 1994 (the "Loan Agreement"), by and between the Issuer and Florida Power & Light Company (the "Company"). 2. Purchase, Sale and Closing. On the basis of the representations and warranties contained herein and in the Letter of Representation, hereinafter defined, and subject to the terms and conditions set forth herein and in the Official Statement, hereinafter defined, the Underwriters will jointly and severally purchase from the Issuer, and the Issuer will sell to such Underwriters, the Bonds. The price for the Bonds will be 100% of the principal amount thereof and shall be payable in immediately available funds. The closing will be held at the office of Steel Hector & Davis, 1900 Phillips Point West, 777 South Flagler Drive, West Palm Beach, Florida 33401-6198, at 9:00 A.M. New York time on July 12, 1994, or such other date, time or place as may be agreed upon by the parties hereto. The hour and date of such closing are herein called the "Closing Date". The Bonds will be delivered in New York, New York in definitive registered form and registered in such names as the Underwriters may reasonably request, except with respect to the Bonds which bear interest at a weekly interest rate which will be registered in the name of a nominee of The Depository Trust Company, and will be made available to the Underwriters for inspection and packaging upon delivery at The Depository Trust Company, New York, New York, or at such other place as may be agreed upon by the Issuer, the Company and the Underwriters. As compensation for the services of the Underwriters as contemplated herein, the Company agrees to pay the Underwriters a fee in the amount of $65,250. 3. Representations of the Issuer. The Issuer represents and warrants to the Underwriters that: (a) The Issuer has approved the delivery of an Official Statement, dated July 11, 1994, for use in connection with the sale and distribution of the Bonds. The Issuer has ratified and confirmed the use prior to the date hereof of a Preliminary Official Statement, dated July 6, 1994 in connection with the offering of the Bonds. Appendix A to such Official Statement and such Preliminary Official Statement describes certain matters relating to the Company and is sometimes herein separately referred to as "Appendix A." Such Official Statement and such Preliminary Official Statement, as amended and supplemented, including in each case Appendix A and all documents incorporated by reference therein, Appendix B, Appendix C, Appendix D and Appendix E are herein referred to as the "Official Statement" and the "Preliminary Official Statement", respectively, and all references herein to matters described, contained or set forth in the Official Statement or the Preliminary Official Statement shall, unless specifically stated otherwise, include Appendix A and all documents incorporated by reference therein, Appendix B, Appendix C, Appendix D and Appendix E. For the purposes of this Agreement, all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date of the Official Statement and incorporated by reference in the Official Statement shall be deemed to be a supplement to the Official Statement. The information with respect to the Issuer contained in the Official Statement under the heading "Disclosure Required by Florida Blue Sky Regulations" does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Issuer assumes no responsibilities for the accuracy, sufficiency or fairness of any statements in the Preliminary Official Statement or the Official Statement or any supplements thereto other than statements and information therein relating to the Issuer under the captions "Introductory Statement" and "Disclosure Required by Florida Blue Sky Regulations". (b) The Issuer will not at any time authorize an amendment or supplement (including an amendment or supplement resulting from the filing of a document incorporated by reference) to the Official Statement without prior notice to the Company, the Underwriters, and Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters, or any such amendment or supplement to which the Company or the Underwriters shall reasonably object in writing, or which shall be unsatisfactory to Winthrop, Stimson, Putnam & Roberts. At the date hereof, the information with respect to the Issuer in the Official Statement and the Preliminary Official Statement is true and correct. (c) The Issuer is a validly existing political subdivision of the State of Florida with full legal right, power and authority under the laws of the State of Florida, including particularly Part II of Chapter 159, Florida Statutes, as amended, to consummate the transactions involving the Issuer contemplated herein and in the Official Statement and to fulfill the terms hereof on the part of the Issuer to be fulfilled. (d) The consummation of the transactions contemplated herein and in the Official Statement and the fulfillment of the terms hereof on the part of the Issuer to be fulfilled have been duly authorized by all necessary action of the Issuer in accordance with the laws of the State of Florida. (e) The execution and delivery by the Issuer of the Loan Agreement and the Indenture, the pledge and assignment by the Issuer to the Trustee of certain of its rights under the Loan Agreement, the consummation by the Issuer on its part of the transactions contemplated herein and in the Official Statement and the fulfillment of the terms hereof by the Issuer and the compliance by the Issuer with all the terms and provisions of the Indenture and the Loan Agreement will not conflict with, or constitute a breach of or default under, any constitutional provision, statute or ordinance, any indenture, mortgage, deed of trust, resolution or other agreement or instrument to which the Issuer is now a party or by which it is now bound, or, to the knowledge of the Issuer, any order, rule or regulation applicable to the Issuer of any court or governmental agency or body having jurisdiction over the Issuer or any of its activities or properties. (f) Except as disclosed in or contemplated by the Official Statement, as it may be amended or supplemented, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, or before or by any court, public board or body to which the Issuer is a party, pending or, to the knowledge of the Issuer, threatened against the Issuer, (i) to restrain or enjoin the issuance or sale of the Bonds or the performance by the Issuer of the Loan Agreement or the Indenture including without limitation assignment to the Trustee of the Issuer's right to receive Loan Repayments and certain other rights under the Loan Agreement as security for the Bonds, or (ii) wherein an unfavorable decision, ruling or finding would (A) have a material adverse effect on the transactions contemplated herein or in the Official Statement or (B) adversely affect or put in question the validity or enforceability of the Bonds, the Indenture, the Loan Agreement, this Agreement, the Letter of Representation, dated the date hereof, in the form attached hereto as Exhibit F (the "Letter of Representation") from the Company to the Issuer and the Underwriters or any other agreement, instrument or document to which the Issuer is a party or by which it is bound relating to the consummation of the transactions contemplated herein or in the Official Statement. 4. Underwriters' Representation. The Underwriters intend to make a public offering of the Bonds for sale upon the terms and conditions set forth in the Official Statement. 5. Covenants of the Issuer. The Issuer agrees that: (a) It has delivered herewith or will cause to be delivered to the Underwriters as soon as practicable, a copy of the Official Statement and will deliver or cause to be delivered to the Underwriters promptly, which in no event will be later than seven business days after the date hereof, as many copies of the Official Statement as the Underwriters may reasonably request. Upon the issuance thereof, the Issuer will deliver to the Underwriters copies of all amendments and supplements to the Official Statement (other than documents incorporated by reference therein). (b) It will cooperate with the Company and the Underwriters in connection with the preparation of the Official Statement and any amendment or supplement thereto which the Company may be required to furnish the Underwriters pursuant to the Letter of Representation. (c) It will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue sky laws of such jurisdictions as the Underwriters may designate, provided that the Issuer shall not be required to qualify as a dealer in securities, or to file any consents to service of process, under the laws of any jurisdiction, or to meet other requirements deemed by the Issuer to be unduly burdensome. (d) It will not take or omit to take any action the taking or omission of which would cause the proceeds from the sale of the Bonds to be applied in a manner contrary to that provided for in the Indenture and the Loan Agreement, as each may be amended from time to time. (e) At the request of the Underwriters or the Company, it will take such action as is necessary and within its power and at the sole expense of the Company to assure or maintain the status of the interest on the Bonds as excluded from gross income for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder. The foregoing covenants are conditioned upon the Company's compliance with Section 2 of the Letter of Representation. 6. Conditions of Underwriters' Obligation. The obligation of the Underwriters to purchase and pay for the Bonds shall be subject to the accuracy of, and compliance with, the representations and warranties of the Issuer and the Company contained herein and in the Letter of Representation, respectively, to the performance by the Issuer and the Company of their obligations to be performed hereunder and under the Letter of Representation, respectively, at and prior to the Closing Date and to the following conditions: (a) At the Closing Date, the Indenture, the Loan Agreement and the Letter of Representation shall be in full force and effect, and if executed subsequent to the execution hereof and prior to the Closing Date, shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriters; provided, however, that the acceptance of delivery of the Bonds by the Underwriters on the Closing Date shall be deemed to constitute such approval; and the Underwriters shall have received an executed counterpart or certified copy of the Indenture and the Loan Agreement. (b) At the Closing Date, the Bonds shall have been duly authorized, executed and authenticated in accordance with the provisions of the Indenture. (c) At the Closing Date, no order, decree or injunction of any court of competent jurisdiction shall have been issued, or proceedings therefor shall have been commenced, nor shall any order, ruling, regulation or official statement by any governmental official, body or board, have been issued, nor shall any legislation have been enacted, with the purpose or effect of prohibiting or limiting the issuance, offering or sale of the Bonds as contemplated herein or in the Official Statement or the performance of the Indenture or the Loan Agreement, in accordance with their respective terms. (d) At the Closing Date, there shall be in full force and effect an authorization of the Florida Public Service Commission with respect to the participation of the Company in the transactions contemplated herein and in the Official Statement, and containing no provision unacceptable to the Underwriters by reason of the fact that it is materially adverse to the Company, it being understood that no authorization in effect at the time of the execution hereof by the Underwriters contains any such unacceptable provision. (e) At the Closing Date, the Underwriters shall have received opinions, dated the Closing Date, of the County Attorney for St. Lucie County, Florida, Squire, Sanders & Dempsey, as Bond Counsel, Steel Hector & Davis and Reid & Priest, counsel to the Company, and Winthrop, Stimson, Putnam & Roberts as counsel for the Underwriters, substantially in the forms thereof attached hereto as Exhibits A, B-1, B-2, C, D, and E, respectively, but with such changes as the Underwriters shall approve. (f) At the Closing Date, the Underwriters shall have received from Deloitte & Touche, to the extent permitted by Statement of Auditing Standards No. 72, a letter to the effect that (i) they are independent public accountants with respect to the Company within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the consolidated financial statements audited by them and incorporated by reference in Appendix A to the Official Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations thereunder; (iii) on the basis of a reading of the unaudited condensed consolidated financial statements of the Company incorporated by reference in Appendix A to the Official Statement, the latest available interim unaudited consolidated financial statements of the Company since the close of the Company's most recent audited fiscal year, if different from the unaudited condensed consolidated financial statements of the Company incorporated by reference in Appendix A to the Official Statement, the minutes and consents of the Board of Directors, the Finance Committee of the Board of Directors, the Stock Issuance Committee of the Board of Directors, and Shareholder of the Company since the end of the most recent audited fiscal year, and inquiries of officials of the Company who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards and they would not necessarily reveal matters of significance with respect to the comments made in such letter, and accordingly that Deloitte & Touche make no representation as to the sufficiency of such procedures for the Underwriter's purposes), nothing has come to their attention which caused them to believe that (a) the unaudited condensed consolidated financial statements of the Company incorporated by reference in Appendix A to the Official Statement (1) do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations thereunder and (2) except as disclosed in Appendix A to the Official Statement, as amended or supplemented, are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements of the Company incorporated by reference in Appendix A to the Official Statement, (b) at the date of the latest available interim balance sheet read by them, if different from the consolidated balance sheet incorporated by reference in Appendix A to the Official Statement, and at a specified date not more than five days prior to the Closing Date there was any change in the common stock, additional paid in capital, preferred stock or long-term debt of the Company, or decrease in its net assets, in each case as compared with amounts shown in the most recent consolidated balance sheet incorporated by reference in Appendix A to the Official Statement, except in all instances for changes or decreases which Appendix A to the Official Statement, as amended or supplemented, discloses have occurred or may occur, or as occasioned by the declaration, provision for, or payment of dividends, or which are described in such letter, or (c) for the period from the date of the most recent consolidated balance sheet incorporated by reference in Appendix A to the Official Statement to the latest available interim balance sheet read by them and for the period from the latest available interim balance sheet read by them to a specified date not more than five days prior to the Closing Date, there were any decreases, as compared with the corresponding period in the preceding year, in total consolidated operating revenues or in net income or net income available to FPL Group, Inc., except in all instances for decreases which Appendix A to the Official Statement, as amended or supplemented, discloses have occurred or may occur, or which are described in such letter; and (iv) they have carried out certain procedures and made certain findings, as specified in such letter, with respect to certain amounts included in Appendix A to the Official Statement and such other items as the Underwriter may reasonably request. (g) At the Closing Date, the Underwriters shall have received from the Issuer a certificate of its Chairman or Vice Chairman of the Board of County Commissioners, dated the Closing Date, stating in effect that each of the representations and warranties of the Issuer set forth herein is true, accurate and complete in all material respects at and as of the Closing Date and that each of the obligations of the Issuer hereunder to be performed by it at or prior to the Closing Date has been performed. (h) At the Closing Date, the Underwriters shall have received a certified copy of the Resolution of the Issuer authorizing the issuance and sale of the Bonds. (i) Since the date of the Official Statement, as it may be amended or supplemented (including amendments or supplements resulting from the filing of documents incorporated by reference), and up to the Closing Date, there shall have been no material adverse change in the business, properties or financial condition of the Company, except as reflected in or contemplated by the Official Statement, as it may be so amended or supplemented, and, since such date and up to the Closing Date, there shall have been no material transaction entered into by the Company other than transactions reflected in or contemplated by the Official Statement, as it may be so amended or supplemented, and transactions in the ordinary course of business. (j) At the Closing Date, the Underwriters shall have received from the Company a certificate, dated the Closing Date, signed by the President or any Vice President or the Treasurer or the Assistant Treasurer of the Company to the effect of paragraph (i) above and stating in effect that the representations and warranties of the Company set forth in the Letter of Representation are true, accurate and complete in all material respects at and as of the Closing Date and that each of the obligations of the Company under the Letter of Representation to be performed at or prior to the Closing Date has been performed. (k) At the Closing Date, the Company shall have delivered to the Underwriters a wire or check payable in immediately available funds in an amount equal to and representing the Underwriters' fee specified in Section 2 hereof. In case any of the conditions specified above in this Section 6 shall not have been fulfilled, this Agreement may be terminated by the Underwriters upon mailing or delivering written notice thereof to the Issuer and the Company. Any such termination shall be without liability of any party to any other party except as otherwise provided in Section 3 of the Letter of Representation. 7. Termination. (a) This Agreement may be terminated by the Underwriters by delivering written notice thereof to the Issuer and the Company, at or prior to the Closing Date, if: (i) after the date hereof and at or prior to the Closing Date there shall have occurred any general suspension of trading in securities on the New York Stock Exchange, Inc. or there shall have been established by the New York Stock Exchange, Inc. or by the Securities and Exchange Commission or by any federal or state agency or by the decision of any court any limitation on prices for such trading or any restrictions on the distribution of securities, or a general banking moratorium declared by New York or federal authorities, the effect of which on the financial markets of the United States shall be such as to make it impracticable for the Underwriters to enforce contracts for the sale of the Bonds; (ii) there shall have occurred any new outbreak of hostilities including, but not limited to, an escalation of hostilities which existed prior to the date of this Agreement or other national or international calamity or crisis, the effect of which on the financial markets of the United States shall be such as to make it impracticable for the Underwriter to enforce contracts for the sale of the Bonds; (iii) after the date hereof and at or prior to the Closing Date, legislation shall be enacted by the Congress or adopted by either House thereof or a decision shall be rendered by a federal court, including the Tax Court of the United States, or a ruling, regulation or order by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be issued or proposed with respect to the imposition of federal income taxation upon receipts, revenues or other income of the same kind and character expected to be derived by the Issuer, including, without limitation, Loan Repayments and other amounts under the Loan Agreement, or upon interest received on bonds of the same kind and character as the Bonds, with the result in any such case that it is impracticable, in the reasonable judgment of the Underwriters, for the Underwriters to enforce contracts for the sale of the Bonds; or (iv) the subject matter of any amendment or supplement to the Official Statement prepared and furnished by the Issuer or the Company renders it, in the judgment of the Underwriters, either inadvisable to proceed with the offering or inadvisable to proceed with the delivery of the Bonds to be purchased hereunder. (b) This Agreement shall terminate upon the termination of the Letter of Representation as provided in Section 4 thereof. (c) Any termination of this Agreement pursuant to this Section 7 shall be without liability of any party to any other party except as otherwise provided in Section 3 of the Letter of Representation. 8. Truth-In-Bonding Statement. The Issuer is proposing to issue $29,000,000 principal amount of the Bonds for the purpose of retiring an equal principal amount of bonds previously issued by St. Lucie County, Florida. The Bonds are expected to be repaid over a period of 35 years. At a forecasted interest rate of 8.0%, total interest paid over the life of the debt or obligation will be $81,200,000. The source of repayment for this proposal is the payments by the Company under the Loan Agreement. Authorizing this debt or obligation will result in $0 moneys not being available to finance the other services of the Issuer each year for 35 years. 9. Miscellaneous. The validity and interpretation of this Agreement shall be governed by the law of the State of Florida. This Agreement shall inure to the benefit of the Issuer, the Underwriters and the Company, and their respective successors. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors" as used in this Agreement shall not include any purchaser, as such purchaser, of any Bonds from or through the Underwriters. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The representations and warranties of the Issuer contained in Section 3 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriters, and shall survive the delivery of the Bonds. 10. Notices and other Actions. All notices, demands and formal actions hereunder will be in writing mailed, telegraphed or delivered to: The Issuer: St. Lucie County County Administration Building 2300 Virginia Avenue Ft. Pierce, Florida 33492 Attention: County Administrator The Company: Florida Power & Light Company 700 Universe Boulevard Juno Beach, Florida 33408-8801 Attention: Treasurer The Underwriters: Bear, Stearns & Co. Inc. 245 Park Avenue New York, New York 10167 Attention: Municipal Finance Department Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Attention: Municipal Finance Department In Witness Whereof, the parties hereto, in consideration of the mutual covenants set forth herein and intending to be legally bound, have caused this Agreement to be executed and delivered as of the date first written above. ST. LUCIE COUNTY, FLORIDA By: HAVERT L. FENN Chairman of the Board of County Commissioners of St. Lucie County, Florida Attest: A. MILLIE WHITE (Deputy) Clerk of St. Lucie County, Florida Approved by the County Attorney as to Form: By: DANIEL S. MCINTYRE County Attorney for St. Lucie County, Florida BEAR, STEARNS & CO. INC. By: MICHAEL E. RESCOE Title: SENIOR MANAGING DIRECTOR GOLDMAN, SACHS & CO. GOLDMAN, SACHS & CO. (Goldman, Sachs & Co.) Approved: FLORIDA POWER & LIGHT COMPANY By: DILEK SAMIL Treasurer SCHEDULE I Underwriting Agreement dated July 11, 1994. Issuer: St. Lucie County, Florida Bonds: Designation: Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994B. Principal Amount: $29,000,000 Date of Maturity: July 1, 2029 Initial Interest Rate: See Schedule A Purchase Price: 100% of the principal amount thereof. Public Offering Price: 100% of the principal amount thereof. Redemption Provisions: The Bonds will be subject to redemption by the Issuer, in whole or in part, at the direction of Florida Power & Light Company, as set forth in the Official Statement. Underwriters' Fee: $65,250 SCHEDULE A MATURITY DATE OF COMMERCIAL COMMERCIAL PAPER PRINCIPAL AMOUNT PAPER TERM TERM RATE $15,000,000 November 10, 1994 3.10% $10,000,000 November 16, 1994 3.20% $4,000,000 December 15, 1994 3.20% EXHIBIT A (Letterhead of County Attorney for St. Lucie County) July 12, 1994 St. Lucie County Ft. Pierce, Florida Squire, Sanders & Dempsey Miami, Florida Bear, Stearns & Co. Inc. New York, New York Goldman, Sachs & Co. New York, New York (the "Underwriters" named in the Underwriting Agreement dated July 11, 1994 (the "Agreement") relating to the Bonds referred to below) Ladies and Gentlemen: I am County Attorney for St. Lucie County, Florida, (the "Issuer") and as such have acted as general counsel for the Issuer in connection with the issuance and sale of $29,000,000 aggregate principal amount of the Issuer's Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994B (the "Bonds"). The Bonds are being issued pursuant to a resolution adopted by the Issuer on June 28, 1994 (the "Resolution") to refund a like amount of outstanding bonds previously issued by the Issuer to finance a portion of the cost of the acquisition, installation and construction of certain pollution control facilities located at the St. Lucie Electrical Generating Plant of Florida Power & Light Company (the "Company"), all as more particularly described in the Trust Indenture, dated as of July 1, 1994 (the "Indenture"), between the Issuer and First Union National Bank of Florida, Miami, Florida, as trustee (the "Trustee"). The issuance of the Bonds and the Project were approved by the Issuer in the Resolution. Based upon such review as I deemed necessary, I am of the opinion that: (1) The Issuer is a validly existing political subdivision of the State of Florida with full legal right, power and authority under the laws of the State of Florida, including particularly Part II of Chapter 159, Florida Statutes, as amended, (i) to issue and sell the Bonds; (ii) to loan the proceeds of the Bonds to the Company under the Loan Agreement, dated as of July 1, 1994, (the "Loan Agreement"), by and between the Issuer and Company; (iii) to execute and perform its obligations under the Loan Agreement, the Agreement, the Indenture, and the Bonds; and (iv) to accept the Letter of Representation, dated as of July 11, 1994, from the Company to the Issuer and the Underwriters (the "Letter of Representation"). (2) The Resolution is a valid resolution of the Issuer, duly adopted by the Issuer at a meeting duly noticed, called and held in accordance with the Constitution and laws of the State of Florida. (3) The acceptance of the Letter of Representation by the Issuer has been duly authorized, and said Letter of Representation has been validly accepted by the Issuer. (4) The Issuer has duly approved the use and distribution of the Official Statement, dated July 11, 1994 (the "Official Statement") at the meeting wherein the Resolution was adopted and has duly authorized such changes, insertions and omissions as may be approved by its Chairman or its Vice Chairman as evidenced by the execution and delivery of the Indenture. (5) Neither the making or the performance by the Issuer of the Loan Agreement, the Indenture or the Agreement, nor the acceptance by the Issuer of the Letter of Representation, violates or conflicts with any constitutional provision, statute, indenture, mortgage, deed of trust, lease, resolution or other agreement or instrument to which the Issuer is a party or by which it is bound, or, to my knowledge, any order, rule or regulation applicable to the Issuer of any court or governmental agency or body having jurisdiction over the Issuer or any of its activities or properties. (6) Except as disclosed in or contemplated by the Official Statement, I have not been made aware of any action, suit, proceeding or investigation at law or in equity or before or by any court, public board or body, to which the Issuer is a party which is pending or threatened against or affecting the Issuer wherein an unfavorable decision, finding or ruling would adversely affect (i) the transactions contemplated by the Indenture, the Loan Agreement, the Official Statement or by the Agreement, (ii) the validity or enforceability of the Bonds, the Indenture or the Loan Agreement, or (iii) the exclusion from gross income for federal income tax purposes of interest on the Bonds. (7) No approval, consent or authorization of any Florida governmental or public agency or authority not already obtained is required in connection with the consummation by the Issuer of the transactions contemplated by the Official Statement or by the Agreement or the performance of its obligations under the Loan Agreement, the Indenture and the Agreement. Very truly yours, EXHIBIT B-1 (Letterhead of Squire Sanders & Dempsey) July 12, 1994 To: St. Lucie County Ft. Pierce, Florida Bear, Stearns & Co. Inc. New York, New York Goldman, Sachs & Co. New York, New York Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance by St. Lucie County, Florida (the "Issuer") of its $29,000,000 St. Lucie County, Florida Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994B, dated as of July 1, 1994 (the "Series 1994B Bonds"). The Series 1994B Bonds are being issued pursuant to Part II of Chapter 159, Florida Statutes, as amended (the "Act"), for the purpose of making a loan to Florida Power & Light Company (the "Company") to refund a like amount of outstanding St. Lucie County, Florida Pollution Control Revenue Bonds (Florida Power & Light Company Project), Series 1984, dated as of October 1, 1984 issued to finance a portion of the cost of the acquisition, installation and construction of certain pollution control facilities at Units 1 and 2 of the St. Lucie Electrical Generating Plant located in St. Lucie County, Florida, an undivided interest in which is owned by the Company, all as more particularly described in the Trust Indenture, dated as of July 1, 1994 (the "Indenture"), between the Issuer and First Union National Bank of Florida, Miami, Florida, as trustee (the "Trustee"). In rendering this opinion, we have examined the transcript of proceedings (the "Transcript") relating to the issuance of the Series 1994B Bonds. The Transcript documents include an executed counterpart of the Indenture and an executed counterpart of the Loan Agreement, dated as of July 1, 1994 (the "Agreement"), between the Issuer and the Company. We also have examined an executed Series 1994B Bond. Based on this examination, we are of the opinion that, under existing law: 1. The Series 1994B Bonds, the Indenture and the Agreement are valid, legal, binding and enforceable in accordance with their respective terms, subject to bankruptcy laws and other laws affecting creditors' rights and to the exercise of judicial discretion. 2. The Series 1994B Bonds constitute limited obligations of the Issuer, and the principal of and interest and any premium on the Series 1994B Bonds (collectively, "debt service") are payable solely from the revenues and other moneys pledged and assigned by the Indenture to secure that payment. Those revenues and other moneys include the Loan Repayments required to be made by the Company under the Agreement. The Series 1994B Bonds and the payment of debt service thereon are not secured by an obligation or pledge of any moneys raised by taxation, and the Series 1994B Bonds do not represent or constitute a debt or pledge of the faith and credit of the Issuer, the State of Florida or any political subdivision thereof. 3. The interest on the Series 1994B Bonds is excluded from gross income for federal income tax purposes under Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code"), except on any Series 1994B Bonds for any period during which it is held by a "substantial user" or a "related person" as those terms are used in Section 147(a) of the Code, and the interest on the Series 1994B Bonds is not treated as an item of tax preference under Section 57 of the Code for purposes of the alternative minimum tax imposed on individuals and corporations. The Series 1994B Bonds and the interest thereon are exempt from all taxation under the laws of the State of Florida, except estate taxes and taxes measured by income which are imposed by Chapter 220, Florida Statutes, as amended, on "corporations", "banks" and "savings associations", as such terms are defined in said Chapter 220. We express no opinion as to other tax consequences regarding the Series 1994B Bonds. Under the Code, portions of the interest earned by certain corporations (as defined for federal income tax purposes) may be subject to a corporate alternative minimum tax and an environmental tax imposed for certain taxable years, and interest may be subject to a branch profits tax imposed on certain foreign corporations doing business in the United States and to a tax imposed on excess net passive income of certain S corporations. In giving the foregoing opinion with respect to the treatment of interest on the Series 1994B Bonds and the status of the Series 1994B Bonds under the federal tax laws, we have assumed and relied upon compliance with the covenants of the Issuer and the Company and the accuracy, which we have not independently verified, of the representations and certifications of the Issuer and the Company contained in the Transcript. The accuracy of certain of those representations and certifications, and compliance by the Issuer and the Company with certain of those covenants, may be necessary for the interest on the Series 1994B Bonds to be and to remain excluded from gross income for federal income tax purposes. Failure to comply with certain requirements with respect to the Series 1994B Bonds (or with similar requirements with respect to another issue of bonds to be issued by the Issuer on behalf of the Company at the same time as the Series 1994B Bonds) subsequent to the issuance of the Series 1994B Bonds could cause the interest thereon to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 1994B Bonds. We also have relied upon the opinion of Steel Hector & Davis, as counsel for the Company, as to all matters concerning the due authorization, execution and delivery by, and the binding effect upon and enforceability against, the Company of the Agreement. We have further assumed the due authorization, execution and delivery by, and the binding effect upon and enforceability against, the Trustee of the Indenture. Respectfully submitted, EXHIBIT B-2 (Letterhead of Squire, Sanders & Dempsey) July 12, 1994 To: St. Lucie County Ft. Pierce, Florida Bear, Stearns & Co. Inc. New York, New York Goldman, Sachs & Co. New York, New York Ladies and Gentlemen: This supplemental opinion is rendered at your request in connection with the issuance by St. Lucie County, Florida (the "Issuer") of its $29,000,000 St. Lucie County, Florida Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994B, dated as of July 1, 1994 (the "Series 1994B Bonds"). In connection with the issuance of the Series 1994B Bonds, we have delivered to each of you our approving legal opinion as Bond Counsel (the "Approving Opinion"). In rendering this opinion, we have examined and relied upon the matters contained, referred to and identified, and to the same extent stated, in the Approving Opinion. We also have examined (i) the Official Statement, dated July 11, 1994, relating to the Series 1994B Bonds and a certain other issue of bonds of the Issuer (the "Official Statement") and (ii) the Securities Act of 1933, as amended (the "1933 Act"), the Trust Indenture Act of 1939, as amended (the "1939 Act"), and the rules, regulations and interpretations under those acts. All terms used in this supplemental opinion and not defined herein shall have the same meaning as assigned in the Approving Opinion. Based on such examination, we are of the opinion that, under existing law: (1) The Issuer is a validly existing political subdivision of the State of Florida with full authority to execute and deliver the Indenture, the Agreement and to issue and sell the Series 1994B Bonds pursuant to the Act. (2) In connection with the offering and sale of the Series 1994B Bonds to the public, neither the Series 1994B Bonds nor any securities evidenced thereby are required to be registered under the 1933 Act and neither the Indenture nor any other instrument is required to be qualified under the 1939 Act. (3) The statements in the Official Statement relating to the Series 1994B Bonds, the Indenture and the Agreement under the captions "The Series 199 Bonds" (except for certain information and statements provided by The Depository Trust Company under "The Series 199 Bonds -- Book-Entry System", as to which, with your permission, we express no opinion), "The Agreements" and "The Indentures", insofar as they describe the provisions of the Series 1994B Bonds, the Agreement and the Indenture, fairly and accurately summarize the material provisions of those documents. The statements pertaining to the Series 1994B Bonds in the Official Statement under the caption "Tax Exemption" fairly and accurately present the information purported to be shown. This letter is furnished by us solely for your benefit in connection with the original issuance and delivery of the Series 1994B Bonds and may not, without our express written consent, be relied upon by any other person. Respectfully submitted, EXHIBIT C (Letterhead of Steel Hector & Davis) July 12, 1994 Bear, Stearns & Co. Inc. New York, New York Goldman, Sachs & Co. New York, New York (the "Underwriters" named in the Underwriting Agreement dated July 11, 1994 (the "Agreement") relating to the Bonds referred to below) Ladies and Gentlemen: We have acted as counsel for Florida Power & Light Company (the "Company") in connection with the issuance and sale by St. Lucie County, Florida (the "Issuer") of $29,000,000 aggregate principal amount of the Issuer's Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994B (the "Bonds"), issued under the Trust Indenture, dated as of July 1, 1994 (the "Indenture"), by and between the Issuer and First Union National Bank of Florida, as trustee (the "Trustee"), and in connection with the sale of the Bonds to the Underwriter in accordance with the Agreement. We have participated in the preparation of or reviewed (1) the Indenture and the Loan Agreement, dated as of July 1, 1994 (the "Loan Agreement"), by and between the Company and the Issuer; (2) the Letter of Representation, dated July 11, 1994 (the "Letter of Representation"), from the Company to the Issuer and the Underwriter; (3) the Official Statement, dated July 11, 1994, including Appendix A and all documents incorporated by reference therein (the "Official Statement") and (4) such corporate records, certificates and other documents and such questions of law as we have considered necessary or appropriate for purposes of this opinion. We have also participated in the preparation of the Company's application to the Florida Public Service Commission for the authorization of, among other things, the issuance and sale of debt securities during 1994. Upon the basis of the foregoing, we advise you that: I. The Company is a validly organized and existing corporation and is in good standing under the laws of the State of Florida, and is doing business in that State, and has valid franchises, licenses and permits adequate for the conduct of its business. II. The Company is a corporation duly authorized by its Restated Articles of Incorporation, as amended (the "Charter"), to conduct the business which it is now conducting as set forth in the Official Statement; the Company is subject, as to retail rates and services, issuance of securities, accounting and certain other matters, to the jurisdiction of the Florida Public Service Commission; and the Company is subject, as to wholesale rates, accounting and certain other matters, to the jurisdiction of the Federal Energy Regulatory Commission. III. Except as stated or referred to in the Official Statement, as amended or supplemented (including amendments or supplements resulting from the filing of documents incorporated therein by reference), there are no material pending legal proceedings to which the Company is a party or of which property of the Company is the subject which if determined adversely would have a material adverse effect on the Company, and, to the best of our knowledge, no such proceeding is known by us to be contemplated by governmental authorities. We know of no litigation or proceedings, pending or threatened, challenging the validity of the Loan Agreement or the Letter of Representation or seeking to enjoin the performance of the Company's obligations thereunder. IV. The Loan Agreement has been duly and validly authorized by all necessary corporate action, has been duly and validly executed and delivered, and is a valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and general equity principles, and subject to any principles of public policy limiting the right to enforce the indemnification provisions contained in Section 7.3 therein. V. The consummation by the Company of the transactions contemplated in the Letter of Representation, and the fulfillment by the Company of the terms of the Loan Agreement and the Letter of Representation, will not result in a breach of any of the terms or provisions of, or constitute a default under, the Charter or by-laws, or any indenture, mortgage, deed of trust or other agreement or instrument, the terms of which are known to us, to which the Company is now a party, except where such breach or default would not have a material adverse effect on the business, properties or financial condition of the Company. VI. Other than with respect to the opinions expressed regarding the Official Statement under paragraphs VIII and XII, we have not ourselves checked the accuracy or completeness of, or otherwise verified, the information furnished with respect to matters in the Official Statement. We have generally reviewed and discussed such information with certain officers and employees of the Company, certain of its legal counsel, its independent public accountants, Bond Counsel, and your representatives. Additionally, as counsel to the Company, we have responsibility for certain of its legal matters. On the basis of such consideration, review and discussion, but without independent check or verification except as stated, nothing has come to our attention that would lead us to believe that the Official Statement, as amended or supplemented (including amendments or supplements resulting from the filing of documents incorporated therein by reference) (except the information regarding the exclusion from gross income for federal income tax purposes of interest on the Bonds and the financial statements and other financial or statistical data included or incorporated by reference therein, as to which we express no opinion), at its date contained or at the date hereof contains, any untrue statement of a material fact or at its date omitted, or, at the date hereof omits, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. VII. The Loan Agreement is being executed and delivered pursuant to the authority contained in an order, as amended, of the Florida Public Service Commission, which authority is adequate to permit such action. To the best of our knowledge, said authorization is still in full force and effect, and no further approval, authorization, consent or order of any public board or body is legally required for the performance of the Company's obligations under the Loan Agreement. VIII. The statements made in the Official Statement under the captions "The Series 199 Bonds", "The Agreements", and "The Indentures", insofar as they purport to constitute summaries of the terms of the documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects. IX. At the time they were filed with the Securities and Exchange Commission, the documents incorporated by reference in Appendix A to the Official Statement, as amended or supplemented (except as to the financial statements and other financial or statistical data included or incorporated by reference therein, as to which we express no opinion), complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable instructions, rules and regulations of the Securities and Exchange Commission thereunder. X. The offer and sale of the Bonds do not require registration of the Bonds under the Securities Act of 1933, as amended, and, in connection therewith, the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended; provided that, in giving this opinion, we have, with your consent, relied on the opinion of even date herewith rendered to you by Squire, Sanders & Dempsey as Bond Counsel, that the interest on the Bonds is excluded from gross income for federal income tax purposes and we have made no independent factual investigation with respect to such exclusion. XI. The Letter of Representation has been duly and validly authorized, executed and delivered by the Company. XII. The information contained in the Official Statement, which is stated therein to have been made in reliance upon our authority, or is specifically attributed to us, has been reviewed by us and is correct. We are members of the Florida Bar and do not hold ourselves out as experts on the laws of New York and accordingly, this opinion is limited to the laws of Florida (other than the blue sky laws thereof) and the federal laws of the United States. As to all matters of New York law, we have relied, with your consent, upon the opinion of even date herewith rendered to you by Reid & Priest, New York, New York. As to all matters of Florida law, Reid & Priest and Winthrop, Stimson, Putnam & Roberts are hereby authorized to rely upon this opinion as though it were rendered to each of them. Very truly yours, (Letterhead of Steel Hector & Davis) July 12, 1994 St. Lucie County Ft. Pierce, Florida Squire, Sanders & Dempsey Miami, Florida Ladies and Gentlemen: Attached hereto is an executed copy of our opinion of even date herewith, to the underwriter of $29,000,000 aggregate principal amount of St. Lucie County, Florida Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994B. You are hereby authorized to rely upon such opinion as though it were addressed to you. Very truly yours, EXHIBIT D (Letterhead of Reid & Priest) New York, New York July 12, 1994 Bear, Stearns & Co. Inc. New York, New York Goldman, Sachs & Co. New York, New York (the "Underwriters" named in the Underwriting Agreement dated July 11, 1994 (the "Agreement") relating to the Bonds referred to below) Ladies and Gentlemen: With reference to the issuance by St. Lucie County, Florida (the "Issuer") and sale to the Underwriter named in the Agreement of $29,000,000 aggregate principal amount of the Issuer's Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994B (the "Bonds"), issued under the Trust Indenture, dated as of July 1, 1994 (the "Indenture"), by and between the Issuer and First Union National Bank of Florida, as trustee, we advise you that, as counsel for Florida Power & Light Company (the "Company"), we have reviewed (a) the Indenture and the Loan Agreement, dated as of July 1, 1994 (the "Loan Agreement"), by and between the Company and the Issuer; (b) the Letter of Representation, dated July 11, 1994 (the "Letter of Representation"), from the Company to the Issuer and the Underwriter; (c) the Official Statement, dated July 11, 1994, including Appendix A and all documents incorporated by reference therein (the "Official Statement"); (d) the Company's Restated Articles of Incorporation and by-laws, each as amended to the date hereof (respectively, the "Charter" and By-laws") and (e) the application by the Company to the Florida Public Service Commission for authorization of, among other things, the issuance and sale of debt securities during 1994. On the basis of the foregoing, we advise you as follows: I. The Loan Agreement has been duly and validly authorized by all necessary corporate action, has been duly and validly executed and delivered and is a valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and general equity principles, and subject to any principles of public policy limiting the right to enforce the indemnification provision contained in Section 7.3 therein. II. The statements made in the Official Statement under the captions "The Series 1994 Bonds", "The Agreements", and "The Indentures", insofar as they purport to constitute summaries of the terms of the documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects. III. At the time they were filed with the Securities and Exchange Commission, the documents incorporated by reference in Appendix A to the Official Statement, as amended or supplemented (except as to the financial statements and other financial or statistical data included or incorporated by reference in such documents, as to which we express no opinion), complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable, instructions, rules and regulations of the Securities and Exchange Commission thereunder. IV. The offer and sale of the Bonds do not require registration of the Bonds under the Securities Act of 1933, as amended, and, in connection therewith, the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended. V. The Letter of Representation has been duly and validly authorized, executed and delivered by the Company. VI. The consummation by the Company of the transactions contemplated in the Letter of Representation, and the fulfillment by the Company of the terms of the Loan Agreement and the Letter of Representation, will not result in a breach of any of the terms or provisions of, or constitute a default under the Charter or By-laws of the Company or any indenture, mortgage, deed of trust or other agreement or instrument, the terms of which are known to us to which the Company is now a party, except where such breach or default would not have a material adverse effect on the business, properties or financial condition of the Company. Other than with respect to the opinion expressed regarding the Official Statement under paragraph II, we have not ourselves checked the accuracy or completeness of, or otherwise verified, the information furnished with respect to matters in the Official Statement. We have generally reviewed and discussed with certain officers and employees of the Company, its counsel, its independent public accountants, Bond Counsel, and your representatives the information furnished, whether or not subject to our check and verification. On the basis of such consideration, review and discussion, but without independent check or verification except as stated, nothing has come to our attention that would lead us to believe that the Official Statement, as amended or supplemented (except the information regarding the exclusion from gross income for federal income tax purposes of interest on the Bonds or the financial statements and other financial or statistical data included or incorporated by reference therein, as to which we express no opinion), at its date or at the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We are members of the New York Bar and do not hold ourselves out as experts on the laws of Florida. We do not pass upon matters relating to the incorporation of the Company. We have relied, with your consent, upon an opinion of even date herewith addressed to you by Steel Hector & Davis, West Palm Beach, Florida, counsel for the Company, as to all matters of Florida law addressed in such opinion. As to all matters of New York law, Steel Hector & Davis is hereby authorized to rely upon this opinion as though it were rendered to Steel Hector & Davis. With respect to the opinion expressed in paragraph IV above, we have relied, with your consent, upon the opinions of even date herewith rendered to you by Squire, Sanders & Dempsey, as Bond Counsel, that the interest on the Bonds is excluded from gross income for federal income tax purposes and we have made no independent factual investigation with respect to such exclusion. Very truly yours, (Letterhead of Reid & Priest) July 12, 1994 St. Lucie County County Administration Building 2300 Virginia Avenue Ft. Pierce, Florida 33492 Ladies and Gentlemen: Referring to the sale by St. Lucie County, Florida today of $29,000,000 aggregate principal amount of its Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994B, we hand you herewith signed copies of our opinion of even date herewith to Bear Stearns & Co. Inc. and Goldman, Sachs & Co. (the "Underwriters") and authorize you to treat said opinion as having been rendered to you as well as to the Underwriters. Very truly yours, EXHIBIT E (Letterhead of Winthrop, Stimson, Putnam & Roberts) July 12, 1994 Bear, Stearns & Co. Inc. 245 Park Avenue New York, New York 10167 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 (the "Underwriters" named in the Underwriting Agreement dated July 11, 1994 (the "Agreement") relating to the Bonds referred to below) Ladies and Gentlemen: We have acted as counsel for you in connection with your purchase from St. Lucie County, Florida (the "Issuer") of $29,000,000 aggregate principal amount of the Issuer's Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994B (the "Bonds"), issued under a Trust Indenture, dated as of July 1, 1994 (the "Indenture"), by and between the Issuer and First Union National Bank of Florida, as trustee (the "Trustee"), pursuant to the Agreement, and in connection with the related (1) Loan Agreement, dated as of July 1, 1994 (the "Loan Agreement"), by and between Florida Power & Light Company (the "Company") and the Issuer; (2) Letter of Representation, dated July 11, 1994 (the "Letter of Representation"), from the Company to the Issuer and the Underwriter; and (3) Official Statement, dated July 11, 1994, including Appendix A and all documents incorporated by reference therein (the "Official Statement"). We have, with your consent, relied upon the opinion of even date herewith addressed to you by Steel Hector & Davis, counsel for the Company, as to matters covered in such opinion relating to the laws of the State of Florida. We have reviewed such opinion and believe it is satisfactory and that you and we are justified in relying thereon. With respect to the opinion expressed in paragraph (4) below, we have, with your consent, relied on the opinion of even date herewith of Squire, Sanders & Dempsey, as Bond Counsel, that interest on the Bonds is excluded from gross income for federal income tax purposes and have made no independent factual investigation with respect to such exclusion. We have also examined such documents and satisfied ourselves as to such other matters as we have deemed necessary in order to enable us to express the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. We are of the opinion that: (1) The Loan Agreement has been duly and validly authorized by all necessary corporate action, has been duly and validly executed and delivered and is a valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and general equity principles, and subject to any principles of public policy limiting the right to enforce the indemnification provision contained in Section 7.3 therein. (2) The Loan Agreement is being executed and delivered pursuant to the authority contained in orders of the Florida Public Service Commission, which authority is adequate to permit such action. To the best of our knowledge, said authorization is still in full force and effect, and no further approval, authorization, consent or order of any public board or body is legally required for the performance of the Company's obligations under the Loan Agreement. (3) The statements made in the Official Statement under the captions "The Series 1994 Bonds", "The Agreements", and "The Indentures", insofar as they purport to constitute summaries of the terms of the documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects. (4) The offer and sale of the Bonds do not require registration of the Bonds under the Securities Act of 1933, as amended, and, in connection therewith, the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended. (5) The Letter of Representation has been duly and validly authorized, executed and delivered by the Company. While we have examined the Official Statement, we have necessarily assumed the correctness and completeness of the statements made or included therein, or constituting a part thereof, and take no responsibility therefor, except insofar as such statements relate to us and as set forth in paragraph (3) above. In the course of the preparation of the Official Statement, we had conferences with certain of the Company's officers and representatives, with counsel for the Company, with Deloitte & Touche, the independent public accountants who audited certain of the financial statements included in the Official Statement, with Bond Counsel and with your representative. We call to your attention that there is no statutory or regulatory provision authorizing the incorporation by reference of information in documents such as the Official Statement. Our examination of the Official Statement, and our discussions in the above-mentioned conferences, did not disclose to us any information which gives us reason to believe that the Official Statement, at its issue date and at the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We express no opinion or belief as to the financial statements and other financial or statistical data contained in or incorporated by reference in the Official Statement or the information regarding exclusion from gross income for federal income tax purposes of interest on the Bonds or as to the incorporation of the Company. This opinion is rendered to you in connection with the above- described transaction. This opinion may not be relied upon by you for any other purpose, or relied upon or furnished to any other person, firm or corporation without our prior written permission. Very truly yours, EXHIBIT F FLORIDA POWER & LIGHT COMPANY LETTER OF REPRESENTATION July 11, 1994 St. Lucie County Ft. Pierce, Florida Bear, Stearns & Co. Inc. New York, New York Goldman, Sachs & Co. New York, New York (the "Underwriters" named in the Underwriting Agreement dated the date hereof (the "Agreement") relating to the Bonds referred to below) Ladies and Gentlemen: In consideration of the issuance and sale by St. Lucie County, Florida (the "Issuer") of $29,000,000 aggregate principal amount of its Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1994B (the "Bonds") and the purchase of the Bonds by the Underwriters pursuant to the Agreement, Florida Power & Light Company (the "Company") represents, warrants and covenants to and agrees with the Issuer and the Underwriters, and the Issuer and the Underwriters by their acceptance hereof agree with the Company as follows (all terms not specifically defined in this Letter of Representation shall have the same meanings herein as in the Agreement): 1. Representations and Warranties of the Company. The Company represents and warrants that: (a) When the Official Statement shall be issued and at the Closing Date, the Official Statement, as it may be amended or supplemented (including amendments or supplements resulting from the filing of documents incorporated by reference), will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the foregoing representations and warranties in this subsection (a) shall not apply to statements in or omissions from the Official Statement under the captions "Tax Exemption", "Underwriting" and "Disclosure Required By Florida Blue Sky Regulations" (except for the second sentence of the first paragraph thereof) or in Appendices B, C, D and E or in the statements on the cover page with respect to the initial public offering price, tax exemption or terms of offering or in the statement on the third page with respect to stabilization of the market price of the Bonds by the Underwriters. (b) The documents incorporated by reference in Appendix A to the Official Statement, as amended or supplemented, fully complied, at the time they were filed with the Securities and Exchange Commission (the "Commission"), in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable instructions, rules and regulations of the Commission thereunder. (c) The financial statements contained or incorporated by reference in Appendix A to the Official Statement present fairly the financial condition and operations of the Company at the respective dates or for the respective periods to which they apply; and such financial statements have been prepared in each case in accordance with generally accepted accounting principles consistently applied throughout the periods involved except as otherwise indicated in the Official Statement. (d) Since the respective most recent dates as of which information is given in the Official Statement, as it may be amended or supplemented (including amendments or supplements resulting from the filing of documents incorporated by reference), there has not been any material adverse change in the business, properties or financial condition of the Company nor has any material transaction been entered into by the Company, other than changes and transactions reflected in or contemplated by the Official Statement, as it may be amended or supplemented, and transactions in the ordinary course of business. The Company does not have any material contingent obligation which is not reflected in or contemplated by the Official Statement, as it may be amended or supplemented. (e) The consummation of the transactions contemplated herein and in the Official Statement and the fulfillment of the terms of the Loan Agreement and this Letter of Representation, on the part of the Company to be fulfilled, have been duly authorized by all necessary corporate action of the Company in accordance with the provisions of its Restated Articles of Incorporation, as amended (the "Charter"), by-laws (the "By-laws") and applicable law, and this Letter of Representation constitutes, and the Loan Agreement when executed and delivered by the Company will constitute, legal, valid and binding obligations of the Company in accordance with their terms, except as limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and general equity principles, and subject to any principles of public policy limiting the right to enforce the indemnification provisions contained in Section 6 herein and Section 7.3 of the Loan Agreement. (f) The consummation of the transactions contemplated herein and in the Official Statement and the fulfillment of the terms of the Loan Agreement and this Letter of Representation will not result in a breach of any of the terms or provisions of, or constitute a default under the Charter or By-laws of the Company or any indenture, mortgage, deed of trust or other agreement or instrument to which the Company is now a party, except where such breach or default would not have a material adverse effect on the business, properties, or financial condition of the Company. (g) The terms and conditions of the Agreement as they relate to the Company and the Company's participation in the transactions contemplated thereby are satisfactory to it. (h) The Company has approved the use prior to the date hereof of the Preliminary Official Statement, dated July 6, 1994, in connection with the offering of the Bonds. 2. Covenants of the Company. The Company agrees that: (a) At its expense, it will cause to be prepared and, upon the approval of and authorization by the Issuer, furnished to the Underwriters as many copies of the Official Statement (as amended or supplemented from time to time, but excluding any documents incorporated by reference therein) as the Underwriters may reasonably request for the public offering of the Bonds. At its expense, it will cause to be prepared and furnished to the Underwriters one copy of each of the documents incorporated by reference in the Official Statement, as it may be amended or supplemented, and as many additional copies of such documents incorporated by reference as shall be requested of the Underwriters by prospective purchasers of the Bonds. (b) During the period ending 25 days after the end of the underwriting period as defined in Rule 15c2-12 of the Exchange Act, if any event relating to or affecting the Company or of which the Company shall be advised in writing by the Underwriters shall occur which, in the Company's opinion, should be set forth in a supplement to or in an amendment of the Official Statement in order to make the Official Statement not misleading in the light of the circumstances when it is delivered to a purchaser, the Company will either (i) prepare and furnish to the Underwriters at the Company's expense a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Official Statement or (ii) make an appropriate filing pursuant to Section 13 or 14 of the Exchange Act, which will, in either case, supplement or amend the Official Statement so that as supplemented or amended it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Official Statement is delivered to a purchaser, not misleading; provided, that should such event relate solely to activities of the Underwriters, then the Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. (c) It will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue sky laws of such jurisdictions as the Underwriters may designate, provided that the Company shall not be required to qualify as a foreign corporation or dealer in securities, or to file any consents to service of process, under the laws of any jurisdiction, or to meet other requirements deemed by the Company to be unduly burdensome. (d) It will not take or omit to take any action the taking or omission of which would cause the proceeds from the sale of the Bonds to be applied in a manner contrary to that provided for in the Indenture and the Loan Agreement as they are amended from time to time. 3.Expenses. (a) Upon the issuance and delivery of the Bonds by the Issuer to the Underwriters, the Company will pay, or cause to be paid, all expenses (excluding out-of-pocket expenses of the Underwriters) and costs incident to the authorization, issuance, printing, sale and delivery, as the case may be, of the underwriting papers, the Bonds, the Preliminary Official Statement, the Official Statement, this Letter of Representation and the blue sky survey, including without limitation (A) any taxes, other than transfer taxes, in connection with the issuance of the Bonds hereunder; (B) any rating agency fees; (C) fees of the Trustee; (D) the fees and disbursements of Bond Counsel and counsel to the Issuer and the Company; (E) the fees to the Issuer; and (F) the fees and disbursements of Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters; and (G) the fees and disbursements (including filing fees) of Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters, in connection with the qualification of the Bonds for sale under the securities or blue sky laws of various jurisdictions, not in excess, however, of an aggregate of $5,000. (b) If the Agreement is terminated in accordance with the provisions of Section 6 or 7(b) thereof, the Company will pay all the expenses referred to in subsection (a) of this Section 3, and the reasonable out-of-pocket expenses of the Underwriters, not in excess, however, of an aggregate of $5,000, the Underwriters to pay the remainder of their expenses. (c) If the Agreement is terminated in accordance with the provisions of Section 7(a) thereof, the Company will pay all the expenses referred to in subsection (a) of this Section 3, the Underwriters to pay the remainder of its expenses. (d) If the Underwriters shall fail or refuse, otherwise than for some reason sufficient to justify, in accordance with the terms of the Agreement, the cancellation or termination of their obligation thereunder, to purchase and pay for the Bonds as provided in Section 2 thereof, the Underwriters will pay all the expenses referred to in subsection (a) of this Section 3. (e) The Issuer shall not in any event be liable to the Underwriters for any expenses or costs incident to the issuance and sale of the Bonds nor for damages on account of loss of anticipated profits. The Company shall not in any event be liable to the Underwriters for damages on account of loss of anticipated profits. Nothing herein shall be construed to relieve the Underwriters of their liability for their default under the Agreement. 4. Conditions of the Company's Obligation. The obligation of the Company to participate in the transactions contemplated herein and in the Official Statement shall be subject to the condition that, on the Closing Date, there shall be in full force and effect an authorization of the Florida Public Service Commission with respect to the participation of the Company in such transactions, and containing no provision unacceptable to the Company by reason or the fact that it is materially adverse to the Company, it being understood that no authorization in effect at the time of execution of this Letter of Representation contains any such unacceptable provision. In case the aforesaid condition shall not have been fulfilled, this Letter of Representation and the Company's obligation to participate in the transactions contemplated herein and in the Official Statement may be terminated by the Company, upon mailing or delivering written notice thereof to the Underwriters. 5. Representation of the Issuer. The acceptance and confirmation of this Letter of Representation by the Issuer shall constitute a representation and warranty by the Issuer to the Company that the representations and warranties contained in Section 3 of the Agreement are true as of the date hereof and will be true in all material respects as of the Closing Date. 6. Indemnification. (a) The Company agrees to indemnify and hold harmless the Issuer and any official or employee thereof, each Underwriter and each person who controls any Underwriter within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Securities Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject and to reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Official Statement, including any documents incorporated therein by reference, or in the Official Statement, as amended or supplemented (if any amendments or supplements thereto, including documents incorporated by reference, shall have been furnished), or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 6 shall not apply to any Underwriters (or any person controlling such Underwriter) on account of any such losses, claims, damages, liabilities, expenses or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, under the captions "Tax Exemption" (except to the extent that such statement or omission is based upon an untrue statement of or an omission to state, or an alleged untrue statement of or omission to state, a material fact in the engineering facts and representations and conclusions of the Company concerning the Project (as defined in the Loan Agreement) contained in the closing certificate furnished to Squire, Sanders & Dempsey, as Bond Counsel, and except to the extent that such statement or omission is based upon the Company's continuing compliance with Section 148(f) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder) and "Underwriting" or in the statements on the cover page with respect to the initial public offering price, tax exemption or terms of offering or in the statement on the third page with respect to stabilization of the market price of the Bonds by the Underwriters; and provided, further, that the indemnity agreement contained in this Section 6 shall not inure to the benefit of any Underwriter (or of any person controlling such Underwriter) on account of any such losses, claims, damages, liabilities, expenses or actions arising from the sale of Bonds to any person if such Underwriter shall have failed to send or give to such person (i) with or prior to the written confirmation of such sale, a copy of the Official Statement or the Official Statement as amended or supplemented, if any amendments or supplements thereto shall have been timely furnished at or prior to the time of written confirmation of the sale involved, but exclusive of any documents incorporated by reference therein unless, with respect to the delivery of any amendment or supplement, the alleged omission or alleged untrue statement is not corrected in such amendment or supplement at the time of confirmation, or (ii) with or prior to the delivery of such Bonds to such person, a copy of any amendment or supplement to the Official Statement which shall have been furnished subsequent to such written confirmation and prior to the delivery of such Bonds to such person, exclusive of any documents incorporated by reference therein unless, with respect to the delivery of any amendment or supplement, the alleged omission or alleged untrue statement was not corrected in such amendment or supplement at the time of such delivery. The Issuer and each Underwriter agree to notify promptly the Company, the Issuer and the other Underwriter, as the case may be, of the commencement of any litigation or proceedings against it, any of its aforesaid officials or employees or any person controlling it as aforesaid, in connection with the issuance and sale of the Bonds. (b) Each Underwriter agrees to indemnify and hold harmless the Issuer and any official or employee thereof, and the Company, its officers and directors, and each person who controls the Company within the meaning of Section 15 of the Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject and to reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities, or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Official Statement, as amended or supplemented (if any amendments or supplements thereto shall have been furnished), or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only with respect to information contained under the caption "Underwriting" or in the statements on the cover page with respect to the initial public offering price and terms of offering or in the statement on the third page with respect to stabilization of the market price of the Bonds by the Underwriters. The Issuer and the Company agree promptly to notify the Underwriters, the Issuer and the Company, as the case may be, of the commencement of any litigation or proceedings against it, any of its aforesaid officials or employees, or any of its aforesaid officers and directors or any person controlling it as aforesaid, in connection with the issuance and sale of the Bonds. (c) The Company, each Underwriter and the Issuer each agree that, upon the receipt of notice of the commencement of any action against it, any of its aforesaid officers and directors, any of its aforesaid officials or employees or any person controlling it as aforesaid, as the case may be, in respect of which indemnity may be sought on account of any indemnity agreement contained herein, it will promptly give written notice of the commencement thereof to the party or parties against whom indemnity shall be sought hereunder, but the omission so to notify such indemnifying party or parties of any such action shall not relieve such indemnifying party or parties from any liability which it or they may have to the indemnified party otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, such indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume (in conjunction with any other indemnifying parties) the defense of such action, in which event such defense shall be conducted by counsel chosen by such indemnifying party or parties satisfactory to the indemnified party or parties and who shall be defendant or defendants in such action, and such defendant or defendants shall bear the fees and expenses of any additional counsel retained by them; but if the indemnifying party shall elect not to assume the defense of such action, such indemnifying party will reimburse such indemnified party or parties for the reasonable fees and expenses of any counsel retained by them; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and counsel for the indemnifying party shall have reasonably concluded that there may be a conflict of interest involved in the representation by such counsel of both the indemnifying party and the indemnified party, the indemnified party or parties shall have the right to select separate counsel, satisfactory to the indemnifying party, to participate in the defense of such action on behalf of such indemnified party or parties (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel representing the indemnified parties who are parties to such action). 7. Miscellaneous. The validity and interpretation of this Letter of Representation shall be governed by the law of the State of New York. This Letter of Representation shall inure to the benefit of the Company, the Issuer, the Underwriters and, with respect to the provisions of Section 6 hereof, each official, employee, officer, director and controlling person referred to in said Section 6, and their respective successors. Nothing in this Letter of Representation is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Letter of Representation or any provision herein contained. The term "successors" as used herein shall not include any purchaser, as such purchaser, of any Bonds from or through the Underwriters. The indemnity agreements of the Company and the Underwriters contained in Section 6 hereof and the representations of the Company and the Issuer contained herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Issuer or any official or employee thereof, the Underwriters or any controlling person thereof, or the Company or any director, officer or controlling person thereof, and shall survive the delivery of the Bonds. The agreements contained in Section 3 hereof to pay expenses shall survive the termination of the Agreement and this Letter of Representation. This Letter of Representation may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same agreement. This Letter of Representation shall become effective upon the execution and acceptance thereof and the effectiveness of the Agreement, and it shall terminate as provided in Section 4 hereof or upon the termination of the Agreement. 8. Notices. All communications hereunder shall be in writing or by telegram and, if to the Underwriter, shall be mailed or delivered to them or, if to the Issuer, shall be mailed or delivered to it at St. Lucie County, County Administration Building, 2300 Virginia Avenue, Ft. Pierce, Florida 33492 Attention: County Administrator or, if to the Company, shall be mailed or delivered to Florida Power & Light Company, 700 Universe Boulevard, Juno Beach, Florida 33408-8801, Attention: Treasurer. If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter agreement and your acceptance shall constitute a binding agreement between us. Very truly yours, Florida Power & Light Company By: Treasurer Accepted and confirmed as of the date first above written: St. Lucie County, Florida By: Chairman of the Board of County Commissioners of St. Lucie County, Florida Approved by the County Attorney as to Form: By: County Attorney for St. Lucie County, Florida Attest: (Deputy) Clerk of the Board of County Commissioners of St. Lucie County, Florida Bear, Stearns & Co. Inc. By: Title: Goldman, Sachs & Co. (Goldman, Sachs & Co.) EX-4.(I) 4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES EXHIBIT 4(i) This Instrument was prepared by: Paul J. Evanson of Florida Power & Light Company 700 Universe Boulevard, Juno Beach, Florida 33408 FLORIDA POWER & LIGHT COMPANY to BANKERS TRUST COMPANY As Trustee under Florida Power & Light Company's Mortgage and Deed of Trust, Dated as of January 1, 1944. Ninety-fifth Supplemental Indenture Relating to the Purchase of Additional Interests in Property in Georgia Dated as of June 1, 1994 There is no additional indebtedness being incurred in connection with the recording of this Supplemental Indenture. Under Sections 201.08(4) and 199.133(1), Florida Statutes, respectively, no Documentary Stamp Tax or Intangible Personal Property Tax is payable. NINETY-FIFTH SUPPLEMENTAL INDENTURE INDENTURE, dated as of the 1st day of June, 1994, made and entered into by and between Florida Power & Light Company, a corporation of the State of Florida, whose post office address is 700 Universe Boulevard, Juno Beach, Florida 33408 (hereinafter sometimes called FPL), and Bankers Trust Company, a corporation of the State of New York, whose post office address is Four Albany Street, New York, New York 10006 (hereinafter sometimes called the Trustee), as the ninety-fifth supplemental indenture (hereinafter called the Ninety-fifth Supplemental Indenture) to the Mortgage and Deed of Trust, dated as of January 1, 1944 (hereinafter called the Mortgage), made and entered into by FPL, the Trustee and The Florida National Bank of Jacksonville, as Co-Trustee (now resigned), the Trustee now acting as sole trustee under the Mortgage, which Mortgage was executed and delivered by FPL to secure the payment of bonds issued or to be issued under and in accordance with the provisions thereof, reference to which Mortgage is hereby made, this Ninety-fifth Supplemental Indenture being supplemental thereto; and Whereas, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon FPL by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and FPL may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or FPL may cure any ambiguity contained therein, or in any supplemental indenture, or may establish the terms and provisions of any series of bonds other than said first series, by an instrument in writing executed and acknowledged by FPL in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the Lien of the Mortgage shall be situated; and Whereas, FPL has acquired certain additional interests in real and personal property within, associated with or otherwise related to Plant Robert W. Scherer in Monroe County, Georgia as hereinafter more particularly described; and Whereas, the execution and delivery by FPL of this Ninety-fifth Supplemental Indenture has been duly authorized by the Board of Directors of FPL by appropriate resolutions of said Board of Directors; Now, Therefore, This Indenture Witnesseth: That FPL, in consideration of the premises and of One Dollar to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustee and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect, and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modification made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto Bankers Trust Company, as Trustee under the Mortgage, and to its successor or successors in said trust, and to said Trustee and its successors and assigns forever, all of the properties described in Schedule "I" attached hereto and hereby made a part hereof; all property, real, personal and mixed, acquired by FPL after the date of the execution and delivery of the Mortgage (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned (except any properties heretofore released pursuant to any provisions of the Mortgage and in the process of being sold or disposed of by FPL) or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by FPL and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supplemented, expressly excepted) all the right, title and interest of FPL in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described. Together With all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, products and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which FPL now has or may hereinafter acquire in and to the aforesaid property and franchises and every part and parcel thereof. It Is Hereby Agreed by FPL that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by FPL after the date hereof (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted) shall be and are as fully granted and conveyed hereby and as fully embraced within the Lien of the Mortgage, as if such property, rights and franchises were now owned by FPL and were specifically described herein and conveyed hereby. Provided that the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed hereunder and are hereby expressly excepted from the Lien and operation of this Ninety-fifth Supplemental Indenture and from the Lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business and fuel (including Nuclear Fuel unless expressly subjected to the Lien and operation of the Mortgage by FPL in a future Supplemental Indenture), oil and similar materials and supplies consumable in the operation of any properties of FPL; rolling stock, buses, motor coaches, automobiles and other vehicles; (3) bills, notes and accounts receivable, and all contracts, leases and operating agreements not specifically pledged under the Mortgage or covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the Lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by FPL for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) FPL's franchise to be a corporation; and (7) the properties already sold or in the process of being sold by FPL and heretofore released from the Mortgage and Deed of Trust, dated as of January 1, 1926, from Florida Power & Light Company to Bankers Trust Company and The Florida National Bank of Jacksonville, trustees, and specifically described in three separate releases executed by Bankers Trust Company and The Florida National Bank of Jacksonville, dated July 28, 1943, October 6, 1943 and December 11, 1943, which releases have heretofore been delivered by the said trustees to FPL and recorded by FPL among the Public Records of all Counties in which such properties are located; provided, however, that the property and rights expressly excepted from the Lien and operation of the Mortgage in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that the Trustee or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof. To Have And To Hold all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by FPL as aforesaid, or intended so to be, unto Bankers Trust Company, the Trustee, and its successors and assigns forever. In Trust Nevertheless, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as heretofore supplemented, this Ninety- fifth Supplemental Indenture being supplemental thereto. And It Is Hereby Covenanted by FPL that all terms, conditions, provisos, covenants and provisions contained in the Mortgage shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of FPL and the Trustee and the beneficiaries of the trust with respect to said property, and to the Trustee and its successors as Trustee of said property in the same manner and with the same effect as if said property had been owned by FPL at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustee, by the Mortgage as a part of the property therein stated to be conveyed. FPL further covenants and agrees to and with the Trustee and its successors in said trust under the Mortgage, as follows: ARTICLE I Miscellaneous Provisions Section 1. Subject to the amendments provided for in this Ninety-fifth Supplemental Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Ninety-fifth Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented. Section 2. The Trustee hereby accepts the trust herein declared, provided, created or supplemented and agrees to perform the same upon the terms and conditions herein and in the Mortgage, as heretofore supplemented, set forth and upon the following terms and conditions: The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Ninety-fifth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by FPL solely. In general, each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Ninety-fifth Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Ninety-fifth Supplemental Indenture. Section 3. Whenever in this Ninety- fifth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Ninety-fifth Supplemental Indenture contained by or on behalf of FPL, or by or on behalf of the Trustee, or either of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not. Section 4. Nothing in this Ninety- fifth Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or to give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Ninety-fifth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Ninety-fifth Supplemental Indenture contained by or on behalf of FPL shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and coupons Outstanding under the Mortgage. Section 5. The Mortgage, as heretofore supplemented and amended and as supplemented hereby, is intended by the parties hereto, as to properties now or hereafter encumbered thereby and located within the State of Georgia, to operate and is to be construed as granting a lien only on such properties and not as a deed passing title thereto. Section 6. This Ninety-fifth Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. In Witness Whereof, FPL has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf and Bankers Trust Company has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or Assistant Vice Presidents, and its corporate seal to be attested by one of its Assistant Vice Presidents or one of its Assistant Secretaries, all as of the day and year first above written. Florida Power & Light Company By /s/Paul J. Evanson Paul J. Evanson Senior Vice President, Finance and Chief Financial Officer 700 Universe Boulevard Juno Beach, FL 33408 Attest: /s/P. R. Sutherland P. R. Sutherland Assistant Treasurer and Assistant Secretary 700 Universe Boulevard Juno Beach, FL 33408 Executed, sealed and delivered by Florida Power & Light Company in the presence of: /s/Michele T. Canino Michele T. Canino /s/Harold J. McCarthy Harold J. McCarthy Bankers Trust Company, As Trustee By ROBERT CAPORALE Robert Caporale Vice President 4 Albany Street / 4th Floor New York, NY 10006 Attest: SHIKHA DOMBEK Shikha Dombek Assistant Secretary 4 Albany Street / 4th Floor New York, NY 10006 Executed, sealed and delivered by Bankers Trust Company in the presence of: SCOTT THIEL Scott Thiel DENISE MITCHELL Denise Mitchell State of Florida ) County of Palm Beach ) ss.: On the 1st day of June, in the year 1994, before me personally came Paul J. Evanson, to me known, who, being by me duly sworn, did depose and say that he resides at 12087 Turtle Beach Road, North Palm Beach, Florida 33408; that he is the Senior Vice President, Finance and Chief Financial Officer of Florida Power & Light Company, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. I Hereby Certify, that on this 1st day of June, 1994, before me personally appeared Paul J. Evanson and P. R. Sutherland, respectively, the Senior Vice President, Finance and Chief Financial Officer and an Assistant Treasurer and Assistant Secretary of Florida Power & Light Company, a corporation under the laws of the State of Florida, to me known to be the persons described in and who executed the foregoing instrument and severally acknowledged the execution thereof to be their free act and deed as such officers, for the uses and purposes therein mentioned; and that they affixed thereto the official seal of said corporation, and that said instrument is the act and deed of said corporation. Paul J. Evanson and P. R. Sutherland produced Florida Driver's License No. E152-690-41-216-0 and Florida Driver's License No. S364-696-47-166-0 as identification, respectively. Witness my signature and official seal at Juno Beach, in the County of Palm Beach, and State of Florida, the day and year last aforesaid. BRENDA F. SMITH Brenda F. Smith Notary Public, State of Florida Commission No. CC 198030 My Commission Expires May 3, 1996 State of New York ) County of New York ) ss.: On the 1st day of June, in the year 1994, before me personally came Robert Caporale, to me known, who, being by me duly sworn, did depose and say that he resides at 25 Lake Street, White Plains, New York; that he is a Vice President of Bankers Trust Company, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. I Hereby Certify, that on this 1st day of June, 1994, before me personally appeared Robert Caporale and Shikha Dombek, respectively, a Vice President and an Assistant Secretary of Bankers Trust Company, a corporation under the laws of the state of New York, to me known to be the persons described in and who executed the foregoing instrument and severally acknowledged the execution thereof to be their free act and deed as such officers, for the uses and purposes therein mentioned; and that they affixed thereto the official seal of said corporation, and that said instrument is the act and deed of said corporation. Robert Caporale and Shikha Dombek produced New York Driver's License No. C 01579 27892 342291 62 and New York Driver's License No. G 21620 81923 203244 64 as identification, respectively. Witness my signature and official seal at New York City, in the County of New York, and State of New York, the day and year last aforesaid. JOHN FLORIO John Florio Notary Public, State of New York Commission No. 01FL5021631 Qualified in New York County My Commission Expires December 20, 1995 SCHEDULE "I" TO NINETY-FIFTH SUPPLEMENTAL INDENTURE (a) A sixteen and fifty-five one hundredths percent (16.55%) undivided interest as a tenant in common with the owners of the remaining undivided interests in and to: (i) those certain tracts of land described in Exhibit "A" attached hereto and incorporated herein by this reference (said tracts of land as described in Exhibit "A" being hereinafter referred to as the "Unit 4 Tracts"); (ii) all appurtenances thereto and all buildings, other structures and improvements situated on the Unit 4 Tracts, excepting any such appurtenances, buildings, structures, or improvements constituting Plant Scherer Common Facilities (as such term is defined in that certain Plant Robert W. Scherer Unit Number Four Amended and Restated Purchase and Ownership Participation Agreement among Georgia Power Company ("Georgia Power"), FPL and Jacksonville Electric Authority, dated as of December 31, 1990 (hereinafter referred to as the "Agreement"); (iii) all appurtenant easements, rights of way, permits, privileges, machinery, equipment, appliances and all other property, tangible or intangible, real, personal or mixed, now located on, within, or appurtenant to the Unit 4 Tracts, less and except, however, (A) any property of whatever nature or kind whatsoever which constitutes a part or portion of Plant Scherer Common Facilities; and (B) any personal property of any kind whatsoever of Georgia Power's contractors and subcontractors, including without limitation, all equipment, machinery, building supplies or materials, being utilized in the construction of improvements thereon; and (iv) all that property of whatever nature or kind whatsoever comprising a part or portion of Scherer Unit No. 4 (as such term is defined in the Agreement), together with any contractual rights to acquire any property intended to become a part of said Scherer Unit No. 4 pursuant to the Agreement (said sixteen and fifty-five one hundredths percent (16.55%) undivided interest in and to the real and personal property, whether tangible or intangible, described in this paragraph (a) being hereinafter collectively sometimes referred to as the "Unit 4 Property"); and (b) An eight and two hundred seventy-five one thousandths percent (8.275%) undivided interest as a tenant in common with the owners of the remaining undivided interests in and to: (i) those certain tracts of land described in Exhibit "B" attached hereto and incorporated herein by this reference, less and except therefrom the tracts of land being described in Exhibit "C" attached hereto and incorporated herein by this reference (said tracts of land as described in Exhibit "B", less and except the tracts of land described in Exhibit "C", being hereinafter referred to as the "Additional Unit Common Facilities Tracts"); (ii) all appurtenances thereto and all buildings, other structures and improvements, if any, situated on the Additional Unit Common Facilities Tracts; (iii) all appurtenant easements, rights of way, permits, privileges, machinery, equipment, appliances and all other property, tangible or intangible, real, personal or mixed, now located on, within, or appurtenant to the Additional Unit Common Facilities Tracts, less and except, however, any personal property of any kind whatsoever of Georgia Power's contractors and subcontractors, including, without limitation, all equipment, machinery, building supplies and materials, being utilized in the construction of improvements thereon; and (iv) all that property of whatever nature or kind whatsoever comprising a part or portion of the Additional Unit Common Facilities (as such term is defined in the Agreement), together with any contractual rights to acquire any property intended to become a part of said Additional Unit Common Facilities pursuant to the Agreement (said eight and two hundred seventy-five one thousandths percent (8.275%) undivided interest in and to the real and personal property, whether tangible or intangible, described in this paragraph (b) being hereinafter collectively sometimes referred to as the "Additional Unit Common Facilities"); and (c) A four and one thousand three hundred seventy-five ten thousandths percent (4.1375%) undivided interest as a tenant in common with the owners of the remaining undivided interests in and to: (i) those certain tracts of land described in Exhibit "D" attached hereto and incorporated herein by this reference (said tracts of land described in Exhibit "D" being hereinafter referred to as the "Common Area Tracts"); (ii) all appurtenances thereto and all buildings, other structures and improvements, if any, situated on the Common Area Tracts; (iii) all appurtenant easements, rights of way, permits, privileges, machinery, equipment, appliances and all other property, tangible or intangible, real, personal or mixed, now located on, within, or appurtenant to the Common Area Tracts, less and except, however, any personal property of any kind whatsoever of Georgia Power's contractors and subcontractors, including, without limitation, all equipment, machinery, building supplies and materials, being utilized in the construction of improvements thereon; and (iv) all that property of whatever nature or kind whatsoever comprising a part or a portion of Plant Scherer Common Facilities (as such term is defined in the Agreement) (said four and one thousand three hundred seventy-five ten thousandths percent (4.1375%) undivided interest in and to the real and personal property, whether tangible or intangible, described in this paragraph (c) being hereinafter collectively sometimes referred to as the "Common Area Property"), and with the Unit 4 Property, and the Additional Unit Common Facilities being herein sometimes collectively referred to as the "Property"); and (d) A sixteen and fifty-five one hundredths percent (16.55%) undivided interest as a tenant in common with the owners of the remaining undivided interests in and to that certain Scherer Unit No. 4 (as such term is defined in the Agreement) generator step-up substation, including, without limitation, the equipment described in Exhibit "H" attached hereto and incorporated herein by this reference; and (e) A sixteen and fifty-five one hundredths percent (16.55%) undivided interest as a tenant in common with the owners of the remaining undivided interests in and to all Plant Scherer (as such term is defined in the Agreement) high voltage switchyard facilities intended to be used by or in connection with Scherer Unit No. 4, including, without limitation, the facilities described in Exhibit "I" attached hereto and incorporated herein by this reference (said property described in Exhibit "I" being hereinafter referred to as the "Discrete Scherer Unit No. 4 Switchyard Facilities"); provided, however, that the Discrete Scherer Unit No. 4 Switchyard Facilities shall not include any switchyard facilities which are intended to be used by or in connection with Scherer Unit No. 1, Scherer Unit No. 2, Scherer Unit No. 3 (as such terms are defined in the Agreement), and the Plant Scherer Common Facilities, the Additional Unit Common Facilities, or the Plant Scherer Coal Stockpile (as such term is defined in the Agreement), regardless of whether such facilities are also used in connection with Scherer Unit No. 4; and (f) A four and one thousand three hundred seventy-five ten thousandths percent (4.1375%) undivided interest as a tenant in common with the owners of the remaining undivided interests and the other Additional Unit Participants (as such term is defined in the Agreement) in and to all Plant Scherer high voltage switchyard facilities intended to be used in common by or in connection with one or both of Scherer Unit No. l and Scherer Unit No. 2, and one or both of Scherer Unit No. 3 and Scherer Unit No. 4, including, without limitation, the facilities described in Exhibit "J" attached hereto and incorporated herein by this reference; and (g) TOGETHER WITH easements created in favor of FPL under and pursuant to Section 1(e) of that certain General Warranty Deed and Bill of Sale made by Georgia Power Company to FPL, dated June 1, 1994, recorded prior to the recording hereof in the Monroe County, Georgia records (the "General Warranty Deed"), which easements provide as follows: a perpetual non-exclusive easement in, upon, over, under, through and across all that tract of land being described in Exhibit "E" attached hereto and incorporated herein by this reference (said tract of land as described in Exhibit "E" being hereinafter referred to as the "Unit 3 Property"), which easement shall be appurtenant to the Unit 4 Property and shall be for the benefit of FPL, its successors, assigns, licensees and permittees and which easement shall be for the purpose of installing, constructing, attaching, using, operating, maintaining, repairing, and reconstructing such pipes, wires, conduits, machinery, buildings, structures, equipment, appliances or other installations as are reasonably necessary or reasonably appropriate from time to time in the operation of the one (1) coal-fired electrical generating unit located on the Unit 4 Property or which is designed for the benefit of or is designed to be used in connection with the Unit 4 Property, including, without limitation, any portion or portions of the one (1) coal-fired electrical generating unit located on the Unit 4 Property which may encroach upon, within or over the Unit 3 Property, all together with a perpetual, non-exclusive easement for ingress and egress to and from and over and across the Unit 3 Property for the use of the aforesaid easements; and (h) TOGETHER WITH easements created in favor of FPL under and pursuant to Section 1(f) of the General Warranty Deed, which easements provide as follows: a perpetual non-exclusive easement in, upon, over, under, through and across all that tract of land being described in Exhibit "F" attached hereto and incorporated herein by this reference, less and except therefrom, however, the tracts of land described in Exhibit "G" attached hereto and incorporated herein by this reference (said tract of land as described in Exhibit "F", less and except the tracts of land described in Exhibit "G", being hereinafter referred to as the "Unit 1 & 2 Property"), which easement shall be appurtenant to the Unit 4 Property and shall be for the benefit of FPL, its successors, assigns, licensees and permittees and which easement shall be for the purpose of installing constructing, attaching, using, operating, maintaining, repairing, and reconstructing such pipes, wires, conduits, machinery, buildings, structures, equipment, appliances or other installations as are reasonably necessary or reasonably appropriate from time to time in the operation of the one (1) coal-fired electrical generating unit located on the Unit 4 Property or which is designed for the benefit of or is designed to be used in connection with the Unit 4 Property, including, without limitation, any portion or portions of the one (1) coal-fired electrical generating unit located on the Unit 4 Property which may encroach upon, within or over the Unit 1 & 2 Property, all together with a perpetual, non- exclusive easement for ingress and egress to and from and over and across the Unit 1 & 2 Property for the use of the aforesaid easements; THE FOREGOING BEING less and except and subject to: (a) all matters excepted to or reserved by Georgia Power therein in (i) the General Warranty Deed, and (ii) in that certain Bill of Sale for Substation Assets made by Georgia Power Company to Florida Power & Light Company, dated June 1, 1994; (b) all matters excepted to or reserved by Luther F. Weaver and Flora W. Weaver in that certain Corrective Warranty Deed made by Luther F. Weaver and Flora W. Weaver to Florida Power & Light Company, et al., dated effective as of August 7, 1992, recorded prior to the recording hereof in the Monroe County, Georgia records; (c) all matters excepted to or reserved by Pat Patton in that certain Corrective Warranty Deed made by Pat Patton to Florida Power & Light Company, et al., dated effective as of August 7, 1992, recorded prior to the recording hereof in the Monroe County, Georgia records; (d) all matters excepted to or reserved by Harry Lee Burch, III and Jennifer Christine Burch in that certain Corrective Warranty Deed made by Harry Lee Burch, III and Jennifer Christine Burch to Florida Power & Light Company, et al., dated effective as of August 7, 1992, recorded prior to the recording hereof in the Monroe County, Georgia records; (e) all matters excepted to or reserved by Travis Brian Smith and Michele Franklin Smith in that certain Corrective Warranty Deed made by Travis Brian Smith and Michele Franklin Smith to Florida Power & Light Company, et al., dated effective as of August 7, 1992, recorded prior to the recording hereof in the Monroe County, Georgia records; and (f) all matters excepted to or reserved by Lawson C. Kelly in that certain Corrective Easement For Road (Ingress and Egress) Plant Scherer Waste Water Discharge made by Lawson C. Kelly to Florida Power & Light Company, et al., dated effective as of January 5, 1993, recorded prior to the recording hereof in the Monroe County, Georgia records. EXHIBIT "A" Unit 4 Tracts Exhibit "A" consists of this page and the following two (2) pages entitled: Unit 4 Plant Scherer and Cooling Tower Unit 4, Plant Scherer. EXHIBIT A UNIT 4, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING at a point coincident with Coordinates N=39,980.00, E=19.128.00 and running thence in an easterly direction to a point which is coincident with Coordinates N=39,942.000, E=19,600.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,942.00, E=19,600.00; running thence in an easterly direction to a point which is coincident with Coordinates N=39,942.00, E=19,640.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,890.00, E=19,640.00; running thence in an easterly direction to a point which is coincident with Coordinates N=39,890.00, E=19,803.00; running thence is a southeasterly direction to a point which is coincident with Coordinates N=39,870.00, E=20,375.00; running thence in a southeasterly direction to a point which is coincident with Coordinates N=39,805.00, coincident with Coordinates N=39,630.00, E=20,567.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,630.00, E=20,372.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,675.00, E=20,372.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,675.00, E=20,282.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,630.00, E=20,282.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,630.00, E=19,830.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,655.00, E=19,830.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,655.00, E=19,128.00; running thence in a northerly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer, General Arrangement, Plant Site," dated February 12, 1976, last revised September 23, 1982, prepared for the Georgia Power Company by Southern Services, Inc., bearing Drawing No. EIM 1008, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for Robert W. Scherer Plant; Georgia Power Company Coordinate, N=400-00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114.000; Georgia Power Company Coordinate, E=200-00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT A COOLING TOWER UNIT 4, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being that tract of land lying within a perfect circle and having a radius of 200 feet, the center point of said perfect circle being coincident with Coordinates N=40,670.00, E=19,850.00. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer, General Arrangement, Plant Site," dated February 12, 1976, last revised September 23, 1982, prepared for the Georgia Power Company by Southern Services, Inc. bearing Drawing No. EIM 1006, to which Blueprint of Survey references is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for Robert W. Scherer Plant; Georgia Power Company Coordinate, N=400-00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114.000; Georgia Power Company Coordinate, E=200-00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT "B" Exhibit "B" consists of this page and the following two (2) pages entitled "Common Area Units 3, 4, Plant Scherer" and "Stack Units 3 and 4, Plant Scherer." EXHIBIT B UNIT 3, 4, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=39,289.00. E=20,822.00 and running thence in a westerly direction to a point which point is coincident with Coordinates N=39,289.00, E=19,803.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,336.00, E=19,803.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,336.00, E=19,715.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,289.00, E=19,715.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,289.00, E=19,468.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,425.00, E=19,468.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,425.00, E=19,128.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,119.00, E=19,128.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=40,119.00, E=18,668.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,509.00, E=18,668.00; running thence in a northeasterly direction to a point, which point is coincident with Coordinates N=-40,786.00, E=18,836.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,986.00, E=18,840.00; running thence in a northeasterly direction to a point, which point is coincident with Coordinates N=41,063.00, E=20,573.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,895.00, E=20,567.00; running thence in a southeasterly direction to a point, which point is coincident with Coordinates N=39,805.00, E=20,822.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=39,203.00, E=21,207.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,695.00, E=21,207.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,695.00, E=20,822.00; running thence in a southerly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer, General Arrangement, Plant Site," dated February 12, 1976, last revised September 23, 1982, prepared for the Georgia Power Company by Southern Services, Inc., bearing Drawing No. EIM 1008, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for Robert W. Scherer Plant; Georgia Power Company Coordinate, N=400-00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114.000; Georgia Power Company Coordinate, E=200-00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT B STACK UNITS 3 AND 4, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING at a point coincident with Coordinates N=39,675.00, E=20,372.00 and running thence in a southerly direction to a point which is coincident with Coordinates N=39,630.00, E=20,372.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,590.00, E=20,372.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,590.00, E=20,282.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,630.00, E=20,282.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,675.00, E=20,282.00; running thence in an easterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer, General Arrangement, Plant Site," dated February 12, 1976, last revised September 23, 1982, prepared for the Georgia Power Company by Southern Services, Inc., bearing Drawing No. EIM 1008, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for Robert W. Scherer Plant; Georgia Power Company Coordinate, N=400-00, is coincident with Georgia State Plane Coordinate, E=200-00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT "C" Exhibit "C" consists of this page and the following six (6) pages which are entitled: "Cooling Tower Unit 3, Plant Scherer," "Cooling Tower Unit 4, Plant Scherer," "Fire Protection Building Units 1, 2, 3, 4, Plant Scherer," "Lighter Oil Tank Units 1, 2, 3, 4, Plant Scherer," "Unit 3, Plant Scherer" and "Unit 4, Plant Scherer." EXHIBIT C COOLING TOWER UNIT 3, PLANT SCHERER THAT TRACT or parcel of land situated, lying and being in the Fifth District of Monroe County, Georgia, and being that tract of land lying in a perfect circle and having a radius of 200 feet, the center point of said perfect circle being coincident with Coordinates N=40,455.00, E=6,900.00. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer, General Arrangement, Plant Site," dated February 12, 1976, last revised September 23, 1982, prepared for the Georgia Power Company by Southern Services, Inc., bearing Drawing No. EIM 1008, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for Robert W. Scherer Plant; Georgia Power Company Coordinate, N=400-00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200-00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT C COOLING TOWER UNIT 4, PLANT SCHERER THAT TRACT or parcel of land situated, lying and being in the Fifth District of Monroe County, Georgia, and being that tract of land lying within a perfect circle and having a radius of 200 feet, the center point of said perfect circle being coincident with Coordinates N=40,670.00, E=69,850.00. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer, General Arrangement, Plant Site," dated February 12, 1976, last revised September 23, 1982, prepared for the Georgia Power Company by Southern Services, Inc., bearing Drawing No. EIM 1008, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for Robert W. Scherer Plant; Georgia Power Company Coordinate, N=400-00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200-00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT C FIRE PROTECTION BUILDING UNITS 1, 2, 3, 4, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING at a point coincident with Coordinates N=40,075.00, E=20,200.00 and running thence in a southerly direction to a point which is coincident with Coordinates N=39,951.10, E=20,200.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,951.10, E=19,860.00; running thence in a northerly direction to a point which is coincident with Coordinates N=40,075.00, E=19,860.00; running thence in an easterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer, General Arrangement, Plant Site," dated February 12, 1976, last revised September 23, 1982, prepared for the Georgia Power Company by Southern Services, Inc., bearing Drawing No. EIM 1008, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for Robert W. Scherer Plant; Georgia Power Company Coordinate, N=400-00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200-00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT C LIGHTER OIL TANK UNITS 1, 2, 3, 4, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING at a point coincident with Coordinates N=40,629.70, E=20,524.00 and running thence in a southerly direction to a point which is coincident with Coordinates N=40,490.00, E=20,524.70; running thence in a westerly direction to a point which is coincident with Coordinates N=40,490.00, E=20,385.00; running thence in a northerly direction to a point which is coincident with Coordinates N=40,629.70, E=20,385.00; running thence in an easterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer, General Arrangement, Plant Site," dated February 12, 1976, last revised September 23, 1982, prepared for the Georgia Power Company by Southern Services, Inc., bearing Drawing No. EIM 1008, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for Robert W. Scherer Plant; Georgia Power Company Coordinate, N=400-00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200-00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT C UNITS 3, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING at a point coincident with Coordinates N=39,655.00, E=19,128.00 and running thence in an easterly direction to a point which is coincident with Coordinates N=39,655.00, E=19,830.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,630.00, E=19,830.00; running thence in an easterly direction to a point which is coincident with Coordinates N=39,630.00, E=20,282.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,590.00, E=20,282.00; running thence in an easterly direction to a point which is coincident with Coordinates N=39,590.00, E=20,372.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,630.00, E=20,372.00; running thence in an easterly direction to a point which is coincident with Coordinates N=39,630.00, E=20,567.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,289.00, E=20,567.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,289.00, E=19,803.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,336.00, E=19,803.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,336.00, E=19,715.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,289.00, E=19,715.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,289.00, E=19,468.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,425.00, E=19,468.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,425.00, E=19,128.00; running thence in a northerly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer, General Arrangement, Plant Site," dated February 12, 1976, last revised September 23, 1982, prepared for the Georgia Power Company by Southern Services, Inc., bearing Drawing No. EIM 1008, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for Robert W. Scherer Plant; Georgia Power Company Coordinate, N=400-00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200-00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT "C" UNIT 4, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING at a point coincident with Coordinates N=39,980.00, E=19,128.00 and running thence in an easterly direction to a point which is coincident with Coordinates N=39,980.00, E=19,600.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,942.00, E=19,600.00; running thence in an easterly direction to a point which is coincident with Coordinates N=39,942.00, E=19,640.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,890.00, E=19,640.00; running thence in an easterly direction to a point which is coincident with Coordinates N=39,890.00, E=19,803.00; running thence in a southeasterly direction to a point which is coincident with Coordinates N=39,870.00, E=20,375.00; running thence in a southeasterly direction to a point which is coincident with Coordinates N=39,805.00, E=20,567.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,630.00, E=20,567.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,630.00, E=20,372.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,675.00, E=20,372.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,675.00, E=20,282.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,630.00, E=20,282.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,630.00, E=19,830.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,655.00, E=19,830.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,655.00, E=19,128.00; running thence in a northerly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer, General Arrangement, Plant Site," dated February 12, 1976, last revised September 23, 1982, prepared for the Georgia Power Company by Southern Services, Inc., bearing Drawing No. EIM 1008, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for Robert W. Scherer Plant; Georgia Power Company Coordinate, N=400-00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200-00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT "D" Plant Scherer Common Facilities, a/k/a Common Area Tracts ALL that tract or parcel of land situated, lying and being in the 714th Land District, Monroe County, Georgia and being more particularly described as follows: BEGINNING AT A POINT located on the southwesterly right-of-way line of U.S. Highway No. 23 (as located on April 27, 1978), which point is coincident with Coordinates X=615.648.47. Y=1.121.930.40; running thence along the southwesterly right-of-way line of U.S. Highway No. 23 and following the curvature thereof the following courses and distances: South 44"46'30" East a distance of 151.68 feet to a point; South 32"59' East a distance of 360.37 feet to a point; South 33"19' East a distance of 296.67 feet to a point; South 30"18'30" East a distance of 168.81 feet to a point; South 28"22' East a distance of 300.02 feet to a point; South 27"02' East a distance of 299.11 feet to a point; South 26"34'30" East a distance of 1.011.79 feet to a point; South 26"22' East a distance of 204.18 feet to a point; South 26"43'30" East a distance of 662.78 feet to a point; South 26"32'30" East a distance of 302.28 feet to a point on the southwesterly right-of-way line of U.S. Highway No. 23, which point is coincident with Coordinates X=617,474.67, Y=1,118,605.98; thence leaving said right-of-way line and running South 70"30' West a distance of 234.68 feet to a point; running thence South 67"19' West a distance of 623.80 feet to a point; running thence South 60"24' West a distance of 48.48 feet to a point; running thence South 26"02' West a distance of 55.60 feet to a point; running thence South 22"05' West a distance of 1,230.27 feet to a point; running thence South 22"59' West a distance of 549.06 feet to a point, which point is coincident with Coordinates X=615,934.48, X=1,116,567.60; running thence South 80"50'30" East a distance of 220.15 feet to a point; running thence South 22"07'30" East a distance of 639.44 feet to a point; running thence South 87"44'30" West a distance of 111.39 feet to a point, which point is coincident with Coordinates X=616,281.38, Y=1,115,935.82; running thence due South a distance of 2,643.04 feet to a point; running thence South 02"42' East a distance of 349.58 feet to a point, which point is coincident with Coordinates X=616,297.87, Y=1,112,943.59; running thence South 88"26' East a distance of 277.16 feet to a point; running thence North 85"04' East a distance of 277.16 feet to a point; running thence North 85"04' East a distance of 104.70 feet to a point; running thence North 80"55'30" East a distance of 1,999.04 feet to a point, which point is coincident with Coordinates Y=618,678.27, Y=1,112,947.75; running thence South 01"24' East a distance of 736.66 feet to a point; running thence North 86"13'30" East a distance of 700.00 feet to a point; running thence South 01"40'30" East a distance of 700.00 feet to a point; which point is coincident with Coordinates X=619,415.22, Y=1,111,557.68; running thence South 89"09'30" East a distance of 411.28 feet to a point; running thence North 89"30'30" East a distance of 378.91 feet to a point; running thence South 86"19' East a distance of 873.62 feet to a point; running thence North 87"59'30" East a distance of 879.46 feet to a point, which point is coincident with Coordinates X=621,956.10, Y=1,111,528.84; running thence South 44"40' East a distance of 707.32 feet to a point; running thence North 55"42' East a distance of 245.33 feet to a point; running thence North 55"42' East a distance of 45.38 feet to a point located on the southwesterly right-of-way line of U.S. Highway No. 23, which point is coincident with Coordinates X=622,726.52, Y=1,111,212.14; running thence along the southwesterly right-of-way line of U.S. Highway No. 23 and following the curvature thereof the following courses and distances: South 33"18'30" East a distance of 2,764.45 feet to a point; South 33"17' East a distance of 1,236.96 feet to a point; South 32"38' East a distance of 267.14 feet to a point; South 30"58'30" East a distance of 302.73 feet to a point; South 29"53'30" East a distance of 200.00 feet to a point; South 28"36" East a distance of 197.37 feet to a point: South 27"06' East a distance of 1,139.54 feet to a point; South 30"35' East a distance of 145.38 feet to a point; South 33"48'30" East a distance of 147.63 feet to a point; South 36"24' East a distance of 148.34 feet to a point; South 39"08' East a distance of 153.72 feet to a point; South 41"43' East a distance of 740.27 feet to a point located on the southwesterly right-of-way line of U.S. Highway No. 23, which point is coincident with Coordinates X=626,770.28, Y=1,104,983.07; running thence North 43"00' East a distance of 1,280.88 feet to a point; running thence North 53"00' East a distance of 1,713.88 feet to a point; running thence North 43"00' East a distance of 401.64 feet to a point; running thence North 58"00' East a distance of 615.24 feet to a point; running thence North 23"00' East a distance of 676.11 feet to a point; running thence North 66"13'30" West a distance of 1,200.30 feet to a point, which point is coincident with Coordinates X=628,874.72, Y=1,108,272.41; running thence North 03"46'30" East a distance of 1,000.00 feet to a point, which point is coincident with Coordinates X=628,940.54, Y=1,109,270.25; running thence South 66"13'30" East a distance of 1,168.33 feet to a point; running thence South 86"13'30" East a distance of 192.75 feet to a point running thence South 36"13'30" East a distance of 777.22 feet to a point; running thence South 86"13'30" East 375.79 feet, more or less, to the East bank of the Ocmulgee River; running thence along the East bank of the Ocmulgee River in a generally southerly direction 1,033.15 feet, more or less, to a point on said East bank of the Ocmulgee River where a line bearing North 36"13'30" West from a point (hereinafter called "Point A") which is coincident with Coordinates X=631,412.72, Y=1,108,105.00 intersects said East bank; running thence to a point which is located North 86"13'30" West a distance of 421.96 feet from Point A; running thence North 86"13'30" West a distance of 150.56 feet to a point; running thence North 86"13'30" West a distance of 77.30 feet to a point; running thence South 23"00' West a distance of 815.56 East to a point; running thence South 58"00' West a distance of 653.80 feet to a point; running thence South 43"00' West a distance of 392.36 feet to a point; running thence South 53"00' West a distance of 1,713.88 feet to a point; running thence South 43"00' West a distance of 1,281.90 feet to a point, which point is coincident with Coordinates X=626,910.62, Y=1,104,825.66; running thence South 41"43' East a distance of 1,940.88 feet to a point; running thence South 38"37'30" East a distance of 238.72 feet to a point; running thence South 32"01'30" East a distance of 200.90 feet to a point; running thence South 25"24' East a distance of 194.48 feet to a point; running thence South 18"58' East a distance of 233.04 feet to a point; running thence South 12"48' East a distance of 194.87 feet to a point; running thence South 10"15' East a distance of 1,171.32 feet to a point; running thence South 09"44' East a distance of 199.47 feet to a point, which point is coincident with Coordinates X=628,902.19, Y=1,101,084.78; running thence North 89"22'30" West a distance of 776.58 feet to a point; running thence South 02"07' West a distance of 1,166.65 feet to a point; running thence South 62"16' East a distance of 88.63 feet to a point; running thence North 72"33'30" East a distance of 114.08 feet to a point; running thence South 44"08' East a distance of 106.18 feet to a point, which point is coincident with Coordinates X=628,343.76, Y=1,099,844.12; running thence South 68"09'30" West a distance of 578.25 feet to a pointer running thence South 64"30'30" West a distance of 159.57 feet to a point; running thence south 54"01' West a distance of 171.78 feet to a point; running thence South 44"50'30" West a distance of 200.09 feet to a point; running thence South 42"59' West a distance of 200.00 feet to a point; running thence South 42"33' West a distance of 200.01 feet to a point; running thence South 42"36' West a distance of 227.90 feet to a point; running thence South 45"52' West a distance of 166.85 feet to a point; running thence South 56"25' West a distance of 166.72 feet to a point; running thence South 73"46' West a distance of 189.39 feet to a point; running thence South 88"02' West a distance of 166.93 feet to a point; running thence North 77"02' West a distance of 202.74 feet to a point; running thence North 66"44'30" West a distance of 1,288.34 feet to a point; running thence North 63"33' West a distance of 253.46 feet to a point; running thence North 61"32'30" West a distance of 257.80 feet to a point; running thence North 59"42' West a distance of 248.94 feet to a point; running thence North 56"42'30" West a distance of 247.23 feet to a point; running thence North 53"10'30" West a distance of 198.47 feet to a point; running thence North 49"0' West a distance of 207.90 feet to a point, which point is coincident with Coordinates X=623,782.34, Y=1,099,899.16; running thence North 04"29'30" West a distance of 947.21 feet to a point, which point is coincident with Coordinates X=623,708.19, Y=1,100,843.46; running thence North 89"34'30" West a distance of 464.40 feet to a point; running thence South 55"12'30" West a distance of 76.84 feet to a point; running thence North 89"37'30" East a distance of 132.09 feet to a point; running thence North 89"37'30" East a distance of 81.51 feet to a point; running thence South 57"26'30" East a distance of 139.70 feet to a point, which point is coincident with Coordinates X=623,147.49, Y=1,100,271.52; running thence North 88"37' West a distance of 207.87 feet to a point; running thence South 79"39' West a distance of 148.67 feet to a point; running thence South 73"35'30" West a distance of 207.45 feet to a point; running thence South 79"24'30" West a distance of 237.20 feet to a point; running thence South 85"22'30" West a distance of 194.55 feet to a point; running thence South 89"33' West a distance of 206.13 feet to a point; running thence North 86"33' West a distance of 200.00 feet to a point; running thence North 85"58'30" West a distance of 800.04 feet to a point; running thence North 84"27' West a distance of 189.52 feet to a point; running thence North 70"45'30" West a distance of 191.82 feet to a point; running thence North 57"14'30" West a distance of 192.64 feet to a point; running thence North 53"32' West a distance of 63.12 feet to a point; running thence North 46"56' West a distance of 200.11 feet to a point; running thence North 47"52' West a distance of 205.51 feet to a point; running thence North 55"10'30" West a distance of 104.52 feet to a point; running thence North 63"54' West a distance of 200.42 feet to a point; running thence North 64"04'30" West a distance of 220.63 feet to a point; running thence North 51"47' West a distance of 190.94 feet to a point; running thence North 42"38'30" West a distance of 422.11 feet to a point; running thence North 54"17' West a distance of 197.12 feet to a point; running thence North 75"57'30" West a distance of 209.78 feet to a point; running thence North 87"18' West a distance of 286.70 feet to a point; running thence South 88"22' West a distance of 278.86 feet to a point; running thence South 42"51' West a distance of 215.01 feet to a point; running thence South 75"06'30" West a distance of 203.48 feet to a point; running thence South 72"48'30" West a distance of 191.52 feet to a point; running thence South 86"25' West a distance of 92.36 feet to a point; running thence North 81"48' West a distance of 118.09 feet to a point; running thence North 67"43'30" West a distance of 89.83 feet to a point; running thence North 61"25'30" West a distance of 100.18 feet to a point; running thence North 65"07'30" West a distance of 331.37 feet to a point; running thence North 69"24'30" West a distance of 203.38 feet to a point; running thence North 71"58'30" West a distance of 400.00 feet to a point; running thence North 73"02' West a distance of 334.13 feet to a point, which point is coincident with Coordinates X=616,180.24 and Y=1,101,888.39; running thence North 72"39'30" West a distance of 300.76 feet to a point; running thence North 73"08' West a distance of 200.00 feet to a point; running thence North 73"30" West a distance of 273.23 feet to a point; running thence North 77"46'30" West a distance of 156.30 feet to a point; running thence North 85"47' West a distance of 161.47 feet to a point; running thence South 85"34' West a distance of 187.94 feet to a point; running thence South 78"05'30" West a distance of 137.65 feet to a point; running thence South 69"18'30" West a distance of 107.00 feet to a point; running thence South 66"48' West a distance of 700.00 feet to a point; running thence South 66"42'30" West a distance of 966.82 feet to a point; running thence South 72"54' West a distance of 197.43 feet to a point; running thence South 78"18'30" West a distance of 100.50 feet to a point; running thence South 82"45'30" West a distance of 129.82 feet to a point; running thence North 89"50' West a distance of 169.44 feet to a point; running thence North 82"35' West a distance of 200.14 feet to a point; running thence North 79"26' West a distance of 200.03 feet to a point; running thence North 79"31' West a distance of 268.56 feet to a point; running thence North 79"47' West a distance of 181.20 feet to a point; running thence North 78"36'30" West a distance of 200.05 feet to a point; running thence North 80"02'30" West a distance of 223.16 feet to a point; running thence North 81"56'30" West a distance of 203.36 feet to a point, which point is coincident with Coordinates X=611,082.03, Y=1,101,560.81; running thence North 02"02'30" East a distance of 409.54 feet to a point; running thence North 87"59'30" West a distance of 200.20 feet to a point; running thence North 02"00'30" East, a distance of 160.00 feet to a point; running thence North 87"59'30" West a distance of 230.00 feet to a point; running thence North 18"28'30" East a distance of 230.00 feet to a point; running thence North 09"32'30" West a distance of 170.00 feet to a point; running thence North 04"06' West a distance of 11.55 feet to a point; running thence North 88"26' West a distance of 750.61 feet to a point, which point is coincident with Coordinates X=609,965.88, Y=1,102,562.96; running thence South 01"15'30" West a distance of 1,002.69 feet to a point; running thence South 89"25' West a distance of 340.75 feet to a point; running thence North 81"59'30" West a distance of 212.42 feet to a point; running thence North 75"17' West a distance of 207.55 feet to a point; running thence North 67"30'30" West a distance of 307.59 feet to a point; running thence North 64"45' West a distance of 310.10 feet to a point; running thence North 71"35'30" West a distance of 348.37 feet to a point; running thence North 77"21' West a distance of 304.91 feet to a point; running thence North 33"05'30" West a distance of 1987.76 feet to a point; running thence North 83"48'30" West a distance of 334.79 feet to a point, which point is coincident with Coordinates X=607,469.13, Y=1,102.135.43; running thence North 00"13' East a distance of 662.73 feet to a point; running thence North 86"02' West a distance of 449.85 feet to a point, which point is coincident with Coordinates X=607,022.06, Y=1,102,804.60; running thence South 01"20'30" West a distance of 631.41 feet to a point; running thence North 84"13' West a distance of 306.38 feet to a point; running thence North 85"20'30" West a distance of 200.40 feet to a point; running thence North 84"58' West a distance of 247.36 feet to a point, which point is coincident with Coordinates X=606,256.33, Y=1,102,242.22; running thence North 15"31'30" East a distance of 289.93 feet to a point; running thence North 89"51'30" West a distance of 479.51 feet to a point; running thence North 00"52' East a distance of 1,859.88 feet to a point, which point is coincident with Coordinates X=605,885.53, Y=1,104,257.43; running thence North 86"40' West a distance of 1,456.79 feet to a point; running thence South 00"04' East a distance of 1,405.92 feet to a point; running thence South 01"37' West a distance of 191.35 feet to a point, which point is coincident with Coordinates X=604,427.42, Y=1,102,744.85; running thence North 89"47' West a distance of 180.23 feet to a point; running thence North 89"47' West a distance of 2,625.72 feet to a point, which point is coincident with Coordinates X=601,621.49, Y=1,102,755.41; running thence North 03"11'30" East a distance of 1,609.62 feet to a point; running thence North 86"48'30" West a distance of 1,499.95 feet to a point, which point is coincident with Coordinates X=600,213.47, Y=1,104,446.13; running thence North 03"12' East a distance of 1,499.87 feet to a point; running thence North 86"48' West a distance of 2,118.21 feet to a point, which point is coincident with Coordinates X=598,182.31, Y=1,106,061.79; running thence North 00"32'30" East a distance of 2,667.47 feet to a point; running thence North 00"32'30" East a distance of 46.00 feet to a point; running thence North 00"32'30" East a distance of 606.16 feet to a point, which point is coincident with Coordinates X=598,213.90, Y=1,109,381.27; running thence North 89"27'30" West a distance of 208.10 feet to a point; running thence North 89"27'30" West a distance of 636.98 feet to a point; running thence North 05"18'30" West a distance of 159.18 feet to a point, which point is coincident with Coordinates X=597,354.12, Y=1,109,547.80; running thence North 86"38' West a distance of 445.55 feet to a point; running thence South 02"29' East a distance of 561.46 feet to a point; running thence South 02"29' East a distance of 417.56 feet to a point, which point is coincident with Coordinates X=596,951.83, Y=1,108,595.85; running thence South 59"44'30" West a distance of 484.65 feet to a point; running thence South 70"47'30" West a distance of 542.98 feet to a point; running thence South 78"34'30" West a distance of 816.34 feet to a point; running thence South 72"48' West a distance of 146.60 feet to a point; running thence South 52"26' West a distance of 433.46 feet to a point; running thence South 40"71'30" West a distance of 593.41 feet to a point, which point is coincident with Coordinates X=594,161.39, Y=1,107,192.28; running thence North 00"42'30" West a distance of 1,016.97 feet to a point; running thence North 00"06' East a distance of 549.53 feet to a point; running thence North 00"21'30" East a distance of 295.44 feet to a point, which point is coincident with Coordinates X=594,151.87, Y=1,109,054.15; running thence North 57"24' West a distance of 57.01 feet to a point; running thence North 89"09' West a distance of 335.74 feet to a point; running thence South 89"40'30" West a distance of 112.28 feet to a point; running thence south 00"19'30" East a distance of 30.00 feet to a point, which point is coincident with Coordinates X=593,646.04, Y=1,109,059.18; running thence South 89"40'30" West a distance of 2,332.14 feet to a point; running thence North 89"47'30" West a distance of 1,600.00 feet to a point, which point is coincident with Coordinates X=589,723.98, Y=1,109,051.57; running thence North 01"43' East a distance of 1,300.00 feet to a point; running thence North 01"43' East a distance of 1,884.18 feet to a point; running thence North 01"43' East a distance of 98.71 feet to a point, which point is coincident with Coordinates X=589,822.04, Y=1,112,332.99; running thence South 79"29' West a distance of 143.72 feet to a point; running thence South 82"28' West a distance of 919.83 feet to a point; running thence South 79"40' West a distance of 26.33 feet to a point, which point is coincident with Coordinates X=588,742.93, and Y=1,112,181.46; running thence due North a distance of 3,932.11 feet to a point; which point is coincident with Coordinates X=588,742.93, Y=1,116,113.57; running thence due East a distance of 4,033.18 feet to a point; running thence due East a distance of 109.25 feet to a point; running thence North 89"58'30" East a distance of 1,329.05 feet to a point; running thence South 89"23' East a distance of 1,565.25 feet to a point; running thence South 89"23' East a distance of 1,237.46 feet to a point, which point is coincident with Coordinates X=597,017.02, Y=1,116,084.25; running thence North 00"17' East a distance of 2,964.31 feet to a point, which point is coincident with Coordinates X=597,049.12, Y=1,119,048.39; running thence South 89"46'30" East a distance of 1,531.36 feet to a point; running North 00"13'30" East a distance of 200.00 feet to a point; running thence South 89"43'30" East a distance of 299.91 feet to a point; running thence South 89"44'30" East a distance of 278.13 feet to a point; running thence South 89"47' East a distance of 1,146.31 feet to a point, which point is coincident with Coordinates X=600,305.59, Y=1,119,235.25; running thence North 00"29'30" East a distance of 2,595.06 feet to a point, which point is coincident with Coordinates X=600,327.69, Y=1,121,830.21; running thence South 89"38'30" East a distance of 161.46 feet to a point; running thence South 40"59' East a distance of 120.30 feet to a point; running thence South 46"14'30" East a distance of 131.03 feet to a point; running thence South 48"48'30" East a distance of 372.68 feet to a point; running thence South 89"38'30" East a distance of 60.87 feet to a point; running thence South 89"38'30" East a distance of 580.10 feet to a point; running thence North 00"21'30" East a distance of 424.03 feet to a point, which point is coincident with Coordinates X=601,586.73, Y=1,121,822.33; running thence South 89"38'30" East a distance of 1,667.22 feet to a point; running thence South 01"17' West a distance of 986.51 feet to a point; running thence North 59"22' East a distance of 1,264.62 feet to a point, which point is coincident with Coordinates X=604,320.00, Y=1,121,470.00; running thence North 36"38' East a distance of 1,828.69 feet to a point, which point is coincident with Coordinates X=605,411.18, Y=1,122,937.46; running thence in a northeasterly direction along the art of a curve to the right (said curve having a radius of 888.50 feet) a distance of 889.81 feet to a point; running thence in a northeasterly direction along the arc of a curve to the right (said curve having a radius of 888.50 feet), a distance of 167.47 feet to a point; running thence South 75"11' East a distance of 64.31 feet to a point; running thence in a southeasterly direction along the arc of a curve to the right (said curve having a radius of 636.61 feet) a distance of 402.08 feet to a point, which point is coincident with Coordinates X=606,745.50, Y=1,123,034.98; running thence South 39"00' East a distance of 116.18 feet to a point; running thence North 61"14'30" East a distance of 155.02 feet to a point; running thence south 04"15' East a distance of 135.04 feet to a point; running thence South 04"44' East a distance of 206.55 feet to a point; running thence South 35"51' East a distance of 131.32 feet to a point; running thence South 41"53'30" East a distance of 200.04 feet to a point; running thence South 41"36'30" East a distance of 200.02 feet to a point; running thence South 46"45'30" East a distance of 420.57 feet to a point; running thence South 83"20' East a distance of 13.17 feet to a point; running thence South 88"53' East a distance of 209.98 feet to a point; running thence south 89"26' East a distance of 450.52 feet to a point; running thence North 89"22' East a distance of 180.04 feet to a point; running thence South 89"36'30" East a distance of 96.00 feet to a point; running thence South 84"07' East a distance of 79.48 feet to a point; running thence South 80"00'30' East a distance of 133.04 feet to a point; running thence South 70"57'30" East a distance of 76.79 feet to a point; running thence South 65"13'30" East a distance of 647.42 feet to a point; running thence South 68"36' East a distance of 176.61 feet to a point, which point is coincident with Coordinates X=609,771.38, Y=1,121,407.62; running thence South 72"10' East a distance of 165.47 feet to a point; running thence South 56"55'30" East a distance of 163.74 feet to a point; running thence South 64"03'30" East a distance of 129.85 feet to a point; running thence South 77"11' East a distance of 103.65 feet to a point; running thence South 81"48'30' East a distance of 167.26 feet to a point; running thence South 33"02'30" East a distance of 282.86 feet to a point; running thence North 86"19'30" East a distance of 302.40 feet to a point; running thence North 83"54' East a distance of 212.06 feet to a point; running thence North 69"45' East a distance of 97.18 feet to a point; running thence North 47"07' East a distance of 102.27 feet to a point; running thence North 28"27' East a distance of 105.84 feet to a point; running thence North 31"17' East a distance of 313.36 feet to a point; running thence North 63"23'30" East a distance of 118.48 feet to a point; running thence North 67"09' East a distance of 135.00 feet to a point; running thence North 88"10'30' East a distance of 150.88 feet to a point; running thence South 00"24'30" West a distance of 525.12 feet to a point, which point is coincident with Coordinates X=611,942.15, Y=1,121,251.87; running thence South 88"23'30" East a distance of 420.06 feet to a point; running thence North 00"45' East a distance of 104.58 feet to a point; running thence South 88"35'30" East a distance of 209.60 feet to a point; running thence North 88"41' East a distance of 210.00 feet to a point; running thence North 00"43'30" East a distance of 420.00 feet to a point, which point is coincident with Coordinates X=612,788.21, Y=1,121,764.30; running thence North 89"52' East a distance of 626.85 feet to a point; running thence North 79"48'30" East a distance of 74.81 feet to a point; running thence North 83"16' East a distance of 319.34 feet to a point; running thence South 77"55'30" East a distance of 143.82 feet to a point; running thence North 88"38' East a distance of 860.33 feet to a point; running thence South 86"53'30" East a distance of 439.97 feet to a point; running thence South 68"23'30" East a distance of 169.19 feet to a point; running thence South 53"02' East a distance of 374.11 feet to a point, which point is coincident with Coordinates X=615,702.08, Y=1,121,495.65; running thence North 13"05'30" East a distance of 106.59 feet to a point; running thence North 31"30'30" West a distance of 268.21 feet to a point; running thence North 31"24' East a distance of 199.80 feet to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer, a Plat of Project Boundary and Road & Gas Line Relocation, Fifth Land District, Monroe County, Georgia", dated April 27, 1978, prepared for Georgia Power Company, Land Department by Hugh W. Mercer, Jr., Georgia Registered Land Surveyor No. 1890, bearing Drawing No. X=154-3, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia State Plane Coordinate Systems: West Zone Grid Meridian. Together with the Plant Scherer Waterway Discharge Pipeline tract: Burch Tract: All that tract of parcel of land situate, lying and being in Land Lot 173 of the 5th Land District of Monroe County, Georgia, being known and designated as Parcel 6-A-10-A, containing 13.83 acres of land, on that certain plat of survey entitled "Plant Scherer Additional Property Wastewater Discharge" dated June 9, 1992, and revised August 3, 1992, prepared by Mercer Land Surveying, Inc., which plat is recorded in Plat Book 18, page 111, in the Office of the clerk of the Superior Court of Monroe County, Georgia, and is by reference incorporated herein and made a part of this description. This is a portion of the identical property conveyed to Harry Lee Burch, III and Jennifer Christine Burch by Warranty Deed from Southern Land & Lumber Company dated August 7, 1991, and recorded in Deed Book 350, page 214, in the Office of the Clerk of the Superior Court of Monroe County, Georgia. Together with a non-exclusive, perpetual easement sixty (60) feet in width for ingress and egress to Georgia Highway Number 87, as shown on a plat recorded in Plat Book 17, page 93, said Clerk's Office. Patton Tract: All that tract or parcel of land situate, lying and being in Land Lot 173 and 176 of the 5th Land District of Monroe County, Georgia, being known and designated as Lot 11, containing 11.53 acres of Land, on that certain plat of survey entitled "Plant Scherer Additional Property Wastewater Discharge" dated June 9, 1992, and revised August 3, 1992, prepared by Mercer Land Surveying, Inc., which plat is recorded in Plat Book 18, page 111, in the Office of the Clerk of the Superior Court of Monroe County, Georgia, and is by reference incorporated herein and made a part of this description. This is the identical property conveyed to Pat Patton by Warranty Deed from Southern Pine Plantations, Inc., dated December 28, 1991, and recorded in Deed Book 361, page 111, in the Office of the Clerk of the Superior Court of Monroe County, Georgia. Together with the Corrective Easement for Road given by Lawson C. Kelly to Georgia Power Company effective as of January 5, 1993, to be recorded in the aforesaid Clerk's Office. Together with a perpetual non-exclusive easement for ingress and egress in utilities over, across and through the 60-foot wide Existing Private Road & Subdivision Access Easement and the 30-foot wide Private Road & Subdivision Access Easement, both of which are shown on the above referred to plant, subject, however, to the Common Property Maintenance Agreement for River Mill Plantation dated April 2, 1991, and recorded in Deed Book 352, page 110, said Clerk's Office. Together with a perpetual non-exclusive easement for ingress and egress over the existing driveway which serves Lots 7, 8, 9 and 10 of River Mill Plantation, as shown on plat recorded in Plat Book 17, page 172 and 173, said Clerk's Office; the centerline of said driveway being shown on said plat and extends from the 30 foot Private Road & Subdivision Access Easement in a Westerly and then Southwesterly direction through Lots 7, 8, 9 and 10 to the above described Lot 11. Smith Tract: All that tract or parcel of land situate, lying and being in Land Lot 173 of the 5th Land district of Monroe County, Georgia, being known and designated as Parcel 6-A-8, containing 5.00 acres of land and Parcel 6-A-9-A, containing 6.51 acres of land, on that certain plat of survey entitled "Plant Scherer Additional Property Wastewater Discharge" dated June 9, 1992, and revised August 3, 1992, prepared by Mercer Land Surveying, Inc., which plat is recorded in Plat Book 18, page 111, in the Office of the Clerk of the Superior Court of Monroe County, Georgia, and is by reference incorporated herein and made a part of this description. This is a portion of the identical property conveyed to Travis Brian Smith and Michele Franklin Smith by Warranty Deed from Southern Land & Lumber Company filed for record August 5, 1991, and recorded in Deed Book 349, page 280, in the Office of the Clerk of the Superior Court of Monroe County, Georgia. Weaver Tract: All that tract or parcel of land situate, lying and being in Land Lots 172 and 173 of the 5th Land District of Monroe County, Georgia, being known and designated as Parcel 6-A-5, containing 5.00 acres of land, Parcel 6-A-6, containing 5.00 acres of land, and Parcel 6-A-7, containing 5.00 acres of land, on that certain plat of survey entitled "Plant Scherer Additional Property Wastewater Discharge" dated June 9, 1992, and revised August 3, 1992, prepared by Mercer Land Surveying, Inc., which plat is recorded in Plat book 18, page 111, in the Office of the Clerk of the Superior Court of Monroe County, Georgia, and is by reference incorporated herein and made a part of this description. This is the identical property conveyed to Luther F. Weaver and Flora W. Weaver by Warranty Deed from Southern Land & Lumber Company dated July 22, 1991, and recorded in Deed book 349, page 34, in the Office of the Clerk of the Superior Court of Monroe County, Georgia. LESS AND EXCEPT from the foregoing parcel/the following tracts: TRACT 1: Units 1 and 2 Site, as described in Exhibit D-1 attached hereto and made a part hereof, there being excluded from said Units 1 and 2 Site, but included within the foregoing parcel the following parcels which are described in the respective exhibits designated following the names of such parcels, the same being incorporated herein by reference: Parcel A: Fire Protection Building and Storage Tanks, Units 1 and 2. Plant Scherer, as described on Exhibit D-2 attached hereto and made a part hereof; Parcel B: Water Treatment Building and Storage Tanks, Units 1 and 2. Plant Scherer, as described on Exhibit D-3 attached hereto and made a part hereof; Parcel C: Lighter Oil Storage Facility, Units 1 and 2. Plant Scherer, as described on Exhibit D-4 attached hereto and made a part hereof; Parcel D: Turbine Lubricating Oil Storage Facility, Units 1 and 2. Plant Scherer, as described on Exhibit D-5 attached hereto and made a part hereof; Parcel E: Hydrogen and Nitrogen Bulk Storage Facility, Units 1 and 2. Plant Scherer, as described on Exhibit D-6 attached hereto and made a part hereof. Parcel F: Start Up Boilers, Plant Scherer, as described on Exhibit D-7 attached hereto and made a part hereof, but only to the extent that the same lie within the boundaries of the Units 1 and 2 Site, Plant Scherer. TRACT II: Units 3 and 4 Site, as described in Exhibit D-8 attached hereto and made a part hereof, there being excluded from said Units 3 and 4 Site, but included within the foregoing parcel the following parcels which are described in the respective exhibits designated following the names of such parcels, the same being incorporated herein by reference: Parcel A: Fire Protection Building and Storage Tanks, Units 3 and 4. Plant Scherer, as described on Exhibit D-9 attached hereto and made part hereof; Parcel B: Lighter Oil Storage Facility, Units 3 and 4, Plant Scherer, as described on Exhibit D-10 attached hereto and made a part hereof; Parcel C: Start Up Boilers, Plant Scherer, as described on Exhibit D-11 attached hereto and made a part hereof, but only to the extent that the same lie within the boundaries of the Units 3 and 4 Site Plant Scherer. TRACT III: Combustion Turbine, Plant Scherer, as described in Exhibit D-12 attached hereto and made a part hereof. TRACT IV: Training Building, Plant Scherer, as described in Exhibit D-13 attached hereto and hereby made a part hereof. TRACT V: Skills Development Center Tract, Plant Scherer, as described in Exhibit D-14 attached hereto and made a part hereof. TRACT VI: Microwave Tower, Plant Scherer, as described in Exhibit D-15 attached hereto and made a part hereof. TRACT VII: A .44 acre tract described in Option from Georgia Timberlands, Inc. to Georgia Power Company recorded in Deed Book 98; page 93, aforesaid records. No deed is found on record in favor of Georgia Power Company and the property is now titled in the name of Buckeye Cellulose Corporation by virtue of a deed recorded in Deed Book 168, page 53, aforesaid records. TRACT VIII: A .038 acre tract deeded to Joseph C. Starr and Virginia C. Starr recorded in Deed Book 105, page 771, aforesaid records. EXHIBIT D-1 UNITS 1 AND 2 SITE ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=38,221.00, E=18,520.00 and running thence in a northeasterly direction to a point, which point is coincident with Coordinates N=38,625.00, E=19,145.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,230.00, E=19,140.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=39,230.00, E=19,480.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,289.00, E=19,468.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=39,289.00, E=20,822.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,889.00, E=20,822.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=38,889.00, E=21,211.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,819.00, E=21,211.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=38,819.00, E=20,862.00; running thence in a southwesterly direction to a point, which point is coincident with Coordinates N=38,732.00, E=20,562.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=37,555.00, E=20,562.00; running thence in a southwesterly direction to a point, which is coincident with Coordinates N=37,250.00, E=19,675.00; running thence in a northwesterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT D-2 FIRE PROTECTION BUILDING AND STORAGE TANKS, UNITS 1 AND 2, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=38,640.00, E=20,303.00 and running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,530.00, E=20,303.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=38,530.00, E=19,860.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=38,640.00, E=19,860.00; running thence in an easterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400-00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200-00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT D-3 WATER TREATMENT BUILDING AND ASSOCIATED TANKS UNITS 1 AND 2, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=38,450.00, E=20,260.00 and running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,195.00, E=20,260.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=38,195.00, E=19,830.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=38,450.00, E=19,830.00; running thence in an easterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT D-4 LIGHTER OIL STORAGE FACILITY UNITS 1 AND 2, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=38,120.00, E=20,479.39 and running thence in a southerly direction to a point, which point is coincident with Coordinates N=37,990.00, E=20,479.39; running thence in a westerly direction to a point, which point is coincident with Coordinates N=37,990.00, E=20,360.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=38,120.00, E=20,360.00; running thence in an easterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200-00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT D-5 TURBINE LUBRICATING OIL STORAGE FACILITY, UNITS 1 AND 2, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=38,516.00, E=19,410.00; and running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,442.50, E=19,410.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=38,442.50, E=19,338.67; running thence in a northerly direction to a point, which point is coincident with Coordinates N=38,516.00, E=19,338.67; running thence in an easterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian N=1,114,000; Georgia Power Company Coordinate E=200+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT D-6 HYDROGEN AND NITROGEN BULK STORAGE FACILITY, UNITS 1 AND 2, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=38,310.50, E=19,412.00; and running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,195.50, E=19,412.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=38,195.50, E=19,368.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=38,310.50, E=19,368.00; running thence in an easterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200-00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT D-7 START UP BOILERS PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=39,336.00, E=19,803.00; and running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,254.00, E=19,803.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,254.00, E=19,715.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,336.00, E=19,715.00; running thence in an easterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT D-8 UNITS 3 AND 4 SITE ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=39,289.00, E=20,822.00 and running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,289.00, E=19,468.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,425.00, E=19,468.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,425.00, E=19,128.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,119.00, E=19,128.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=40,119.00, E=18,668.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,509.00, E=18,668.00; running thence in a northeasterly direction to a point, which point is coincident with Coordinates N=40,786.00, E=18,836.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,986.00, E=18,840.00; running thence in a northeasterly direction to a point, which point is coincident with Coordinates N=41,063.00, E=20,573.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,895.00, E=20,567.00; running thence in a southeasterly direction to a point, which point is coincident with Coordinates N=39,805.00, E=20,822.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=39,805.00, E=21,207.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,695.00, E=21,207.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,695.00, E=20,822.00; running thence in a southerly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT D-9 FIRE PROTECTION BUILDING AND STORAGE TANKS, UNITS 3 AND 4, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=40,075.00, E=20,303.00; and running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,951.10, E=20,303.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,951.10, E=19,860.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,075.00, E=19,860.00; running thence in an easterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200-00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT D-10 LIGHTER OIL STORAGE FACILITY UNITS 3 AND 4, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=40,604.78, E=20,500.00; and running thence in a southerly direction to a point, which point is coincident with Coordinates N=40,490.43, E=20,500.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=40,490.43, E=20,385.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,604.78, E=20,385.00; running thence in an easterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT D-11 START UP BOILERS PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=39,336.00, E=19,803.00; and running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,254.00, E=19,803.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,254.00, E=19,715.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,336.00, E=19,715.00; running thence in an easterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT D-12 COMBUSTION TURBINE, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=39,819.00, E=18,285.00 and running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,119.00, E=18,285.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=40,119.00, E=18,608.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,521.00, E=18,608.00; running thence in a northeasterly direction to a point, which point is coincident with Coordinates N=40,809.00, E=18,776.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=41,181.00, E=18,776.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=41,181.00, E=18,606.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=41,581.00, E=18,606.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=41,581.00, E=19,005.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=41,181.00, E=19,005.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=41,181.00, E=18,835.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=40,986.00, E=18,840.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=40,786.00, E=18,836.00; running thence in a southwesterly direction to a point, which point is coincident with Coordinates N=40,509.00, E=18,668.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=40,119.00, E=18,668.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=40,119.00, E=18,808.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,819.00, E=18,808.00; running thence in a westerly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00; is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200+00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT D-13 TRAINING BUILDING, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=39,984.52, E=24,306.53 and running thence in a southeasterly direction to a point, which point is coincident with Coordinates N=39,954.00, E=24,480.00; running thence in an southeasterly direction to a point, which point is coincident with Coordinates N=39,943.17, E=24,506.03; running thence in a southeasterly direction to a point, which point is coincident with Coordinates N=39,939.19, E=24,525.53; running thence in a southeasterly direction to a point, which point is coincident with Coordinates N=39,892.38, E=24,609.26; running thence in a southeasterly direction to a point, which point is coincident with Coordinates N=39,756.13, E=24,718.20; running thence in a southeasterly direction to a point, which point is coincident with Coordinates N=39,657.08, E=24,789.53; running thence in a southwesterly direction to a point, which point is coincident with Coordinates N=39,574.45, E=24,724.00; running thence in a southwesterly direction to a point, which point is coincident with Coordinates N=39,469.21, E=24,688.82; running thence in a southwesterly direction to a point, which point is coincident with Coordinates N=39,323.36, E=24,619.62; running thence in a northwesterly direction to a point, which point is coincident with Coordinates N=39,360.53, E=24,463.36; running thence in a northwesterly direction to a point, which point is coincident with Coordinates N=39,461.96, E=24,273.51; running thence in a northwesterly direction to a point, which point is coincident with Coordinates N=39,567.20, E=24,241.16; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,756.65, E=24,265.00; running thence in a northerly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200+00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT D-14 SKILLS DEVELOPMENT CENTER TRACT, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in Land Lots 149, 150, 151, 170, 171, 172 and 173, G.M.D. 466 of the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING at an iron pin set at the point formed by the intersection of the southwesterly right-of-way line of Georgia Highway No. 87 (200-foot right-of-way, as located on October 25, 1979) and the westerly right-of-way line of Holly Grove Road (100-foot right-of- way, as located on October 25, 1979); running thence southwesterly along the westerly right-of-way line of Holly Grove Road and following the curvature thereof the following courses and distances: South 63 degrees 24 minutes West a distance of 524.11 feet to a point; South 60 degrees 39 minutes West a distance of 66.70 feet to a point; South 51 degrees 56 minutes 30 seconds West a distance of 108.57 feet to a point; South 46 degrees 54 minutes 30 seconds West a distance of 28.90 feet to a point; South 41 degrees 34 minutes 30 seconds West a distance of 28.90 feet to a point; South 36 degrees 31 minutes 30 seconds West a distance of 108.91 feet to a point; South 26 degrees 04 minutes West a distance of 61.60 feet to a point; South 22 degrees 58 minutes 30 seconds West a distance of 2,661.20 feet to a point; South 26 degrees 34 minutes West a distance of 98.08 feet to a point; South 39 degrees 35 minutes 30 seconds West a distance of 89.74 feet to a point; South 50 degrees 12 minutes West a distance of 89.28 feet to a point; South 52 degrees 32 minutes West a distance of 335.79 feet to an iron pin set at a point on the westerly right-of- way line of Holly Grove Road which point is coincident with Coordinates X=614,951.00, Y=1,115,824.56; thence leaving said right- of-way line and running North 65 degrees 03 minutes West a distance of 1,543.10 feet to an iron pin set at a point, which point is coincident with Coordinates X=613,551.95, Y=1,116,475.56; running thence North 28 degrees 08 minutes 30 seconds East a distance of 956.09 feet to an iron pin set at a point, which point is coincident with Coordinates X=614,002.92, Y=1,117,318.61; running thence North 69 degrees 15 minutes West a distance of 346.64 feet to an iron pin set at a point, which point is coincident with Coordinates X=613,678.77, Y=1,117,441.43, which point is hereinafter referred to as Point A; running thence North 69 degrees 15 minutes West a distance of 20 feet, more or less, to the centerline of the thread of Berry Creek; thence running in a northeasterly direction following the meanderings of the centerline of the thread of Berry Creek (the same being the boundary of the property herein described) to the point formed by the intersection of the centerline of the thread of Berry Creek EXHIBIT D-14 continued and the southwesterly right-of-way line of Georgia Highway No. 87 (a 200-foot right-of-way); thence running South 44 degrees 46 minutes 30 seconds East a distance of 16 feet, more or less, to an iron pin recovered on said right-of-way line, said point being coincident with Coordinates X=615,648.47, Y=1,121,930.40; which point is hereinafter referred to as Point B, said Point B being located on a traverse line extending along the thread of Berry Creek from Point A and Point B the following courses and distances: North 27 degrees 54 minutes East a distance of 210.72 feet to a point; North 87 degrees 46 minutes 30 seconds East a distance of 217.50 feet to a point; North 43 degrees 56 minutes East a distance of 620.60 feet to a point; North 28 degrees 09 minutes East a distance of 476.64 feet to a point; North 14 degrees 09 minutes East a distance of 245.39 feet to a point; North 21 degrees 59 minutes East a distance of 207.43 feet to a point; North 04 degrees 00 minutes 30 seconds East a distance of 342.76 feet to a point; North 86 degrees 35 minutes 30 seconds East a distance of 136.32 feet to a point; North 27 degrees 23 minutes East a distance of 475.03 feet to a point; North 29 degrees 42 minutes 30 seconds East a distance of 361.79 feet to a point; North 52 degrees 05 minutes West a distance of 284.89 feet to a point; North 03 degrees 06 minutes 30 seconds West a distance of 353.92 feet to a point; North 52 degrees 40 minutes East a distance of 312.83 feet to a point; North 00 degrees 24 minutes 30 seconds West a distance of 504.79 feet to a point; South 68 degrees 54 minutes East a distance of 159.80 feet to a point; North 33 degrees 35 minutes East a distance of 372.77 feet to an iron pin recovered at a point, which point is coincident with Coordinates X=615,702.08, Y=1,121,495.65; North 43 degrees 46 minutes East a distance of 140.23 feet to a point; North 11 degrees 05 minutes West a distance of 152.27 feet to a point; North 33 degrees 23 minutes 30 seconds West a distance of 220.46 feet to Point B; from Point B, running thence southerly and easterly along the southwesterly right-of-way line of Georgia Highway No. 87 and following the curvature thereof the following courses and distances: South 44 degrees 46 minutes 30 seconds East a distance of 151.68 feet to a point; South 32 degrees 59 minutes East a distance of 360.37 feet to a point; South 33 degrees 19 minutes East a distance of 296.67 feet to a point; South 30 degrees 18 minutes 30 seconds East a distance of 168.81 feet to a point; South 28 degrees 22 minutes East a distance of 300.02 feet to a point; South 27 degrees 02 minutes East a distance of 299.11 feet to a point; South 26 degrees 34 minutes 30 seconds East a distance of 1,011.79 feet to a point; South 26 degrees 22 minutes East a distance of 204.18 feet to an iron pin recovered at a point on the southwesterly right-of-way line of Georgia Highway No. 87, which point is coincident with Coordinates X=617,021.51, Y=1,119,508.58; running thence South 26 EXHIBIT D-14 continued degrees 38 minutes East a distance of 332.49 feet along the southwesterly right-of-way line of Georgia Highway No. 87 to an iron pin set at the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer, Skills Development Center Tract - Land Lots 149, 150, 151, 170, 171, 172 and 173, G.M.D. 466 of the Fifth Land District, Monroe County, Georgia" dated October 25, 1979, prepared for the Georgia Power Company, Land Department, Atlanta, Georgia, by Hugh W. Mercer, Jr., Georgia Registered Land Surveyor No. 1890, bearing Drawing No. N-85-30 to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia State Plane Coordinate System: West Zone Grid Meridian. EXHIBIT D-15 MICROWAVE TOWER, UNITS 3 AND 4, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia and which is situated within the circumferential boundary of a circle having a radius of 200 feet, and a centerpoint which is coincident with Coordinates N=41,000.00, E=18,250.00. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200+00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT "E" UNIT 3 PROPERTY ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING at a point coincident with Coordinates N=39,655.00, E=19,128.00 and running thence in a easterly direction to a point which is coincident with Coordinates N=39,655.00, E=19,830.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,630.00, E=19,830.00; running thence in a easterly direction to a point which is coincident with Coordinates N=39,630.00, E=20,282.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,590.00, E= 20,282.00; running thence in a easterly direction to a point which is coincident with Coordinates N=39,590.00, E=20,372.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,630.00, E=20,372.00; running thence in a easterly direction to a point which is coincident with Coordinates N=39,630.00, E=20,567.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,289.00, E=20,567.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,259.00, E=19,803.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,336.00, E=19,803.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,336.00, E=19,715.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,269.00, E=19,715.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,289.00, E=19,468.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,425.00, E=19,468.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,425.00, E=19,128.00; running thence in a northerly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer, General Arrangement, Plant Site," dated February 12, 1976, last revised September 23, 1982, prepared for the Georgia Power Company by Southern Services, Inc., bearing Drawing No. EIM 1006, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for Robert W. Scherer Plant; Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200+00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT "F" UNITS 1 AND 2 SITE ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=38,221.00, E=18,520.00 and running thence in a northeasterly direction to a point, which point is coincident with Coordinates N=38,625.00, E=19,145.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,230.00, E=19,140.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=39,230.00, E=19,480.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,289.00, E=19,468.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=39,289.00, E=20,822.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,889.00, E=20,822.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=38,889.00, E=21,211.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,819.00, E=21,211.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=38,819.00, E=20,862.00; running thence in a southwesterly direction to a point, which point is coincident with Coordinates N=38,732.00, E=20,562.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=37,555.00, E=20,562.00; running thence in a southwesterly direction to a point, which point is coincident with Coordinates N=37,250.00, E=19,675.00; running thence in a northwesterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT "G" FIRE PROTECTION BUILDING AND STORAGE TANKS, UNITS 1 AND 2, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=38,640.00, E=20,303.00 and running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,530.00, E=20,303.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=38,530.00, E=19,860.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=38,640.00, E=19,860.00; running thence in an easterly direction to a Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400-00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200-00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT "G" LIGHTER OIL STORAGE FACILITY UNITS 1 AND 2, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=38,120.00, E=20,479.39 and running thence in a southerly direction to a point, which point is coincident with Coordinates N=37,990.00, E=20,479.39; running thence in a westerly direction to a point, which point is coincident with Coordinates N=37,990.00, E=20,360.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=38,120.00, E=20,360.00; running thence in an easterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200-00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT "G" TURBINE LUBRICATING OIL STORAGE FACILITY, UNITS 1 AND 2, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=38,516.00, E=19,410.00; and running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,442.50, E=19,410.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=38,442.50, E=19,338.67; running thence in a northerly direction to a point, which point is coincident with Coordinates N=38,516.00, E=19,338.67; running thence in an easterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT "G" HYDROGEN AND NITROGEN BULK STORAGE FACILITY, UNITS 1 AND 2, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=38,310.50, E=19,412.00; and running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,195.50, E=19,412.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=38,195.50, E=19,368.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=38,310.50, E=19,368.00; running thence in an easterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200-00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT "G" WATER TREATMENT BUILDING AND ASSOCIATED STORAGE TANKS UNITS 1 AND 2, PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=38,450.00, E=20,260.00 and running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,195.00, E=20,260.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=38,195.00, E=19,830.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=38,450.00, E=19,830.00; running thence in an easterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT "G" START UP BOILERS PLANT SCHERER ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows: BEGINNING AT A POINT coincident with Coordinates N=39,336.00, E=19,803.00; and running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,254.00, E=19,803.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,254.00, E=19,715.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,336.00, E=19,715.00; running thence in an easterly direction to the Point of Beginning. The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes. Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000. EXHIBIT H (Non-Exhaustive) SCHERER UNIT NO. 4 GENERATOR STEP-UP SUBSTATION Line Description 1. Site Improvements 2. Yard Lighting 3. Fire Protection System (including building) 4. Duct System 5. Site Grounding System 6. Foundations and Pilings 7. High Voltage Structures 8. Low Voltage Structures 9. Step-Up Transformers 25/500 KV 10. Start-Up Transformers 115/6.9 KV 11. Station Service Transformers 25/6.9 KV 12. 3 Phase GO AB Switches 13. Lightning Arresters 14. Potential Transformers 15. Overhead Bus As supplemented by GPC continuing property records maintained in accordance with the Uniform System of Accounts EXHIBIT I (Non-Exhaustive) SCHERER UNIT NO. 4 EQUIPMENT LOCATED IN SWITCHYARD Line Description 1. Circuit Breakers 500 KV 2. 3 Phase GO LB Switches 3. Coupling Capacitors 4. Switchboard (in control house) 5. Current Transformers 6. High Voltage Structure 7. Overhead Bus 8. Foundations and Pilings As supplemented by GPC continuing property records maintained in accordance with the Uniform System of Accounts EXHIBIT J Scherer Common Facilities SCHERER HIGH VOLTAGE SWITCHYARD Line Description 1. Site Improvements 2. Yard Lighting 3. Fire Protection System (including building) 4. Control House 5. Duct System 6. Site Grounding System 7. Foundations and Pilings 8. High Voltage Structures 9. 3 Phase GO LB Switches 10. Overhead Bus 11. Switchboard (in house) 12. Supervisory Control System 13. AC Distribution System 14. DC Distribution System 15. Reactors 16. Auto-Bank Transformers 500/115 KV 17. Circuit Breakers 115 KV As supplemented by GPC continuing property records maintained in accordance with the Uniform System of Accounts EX-12 5 STATEMENT RE COMPUTATION OF RATIOS EXHIBIT 12 FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES COMPUTATION OF RATIOS
Six Months Ended June 30, 1994 (Thousands of Dollars) RATIO OF EARNINGS TO FIXED CHARGES Earnings, as defined: Net income ........................................................................ $251,542 Income taxes ...................................................................... 142,712 Fixed charges, as below ........................................................... 157,596 Total earnings, as defined ...................................................... $551,850 Fixed charges, as defined: Interest expense .................................................................. $147,803 Rental interest factor ............................................................ 4,751 Fixed charges included in nuclear fuel cost ....................................... 5,042 Total fixed charges, as defined ................................................. $157,596 Ratio of earnings to fixed charges .................................................. 3.50 RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS Earnings, as defined: Net income ........................................................................ $251,542 Income taxes ...................................................................... 142,712 Fixed charges, as below ........................................................... 157,596 Total earnings, as defined ...................................................... $551,850 Fixed charges, as defined: Interest expense .................................................................. $147,803 Rental interest factor ............................................................ 4,751 Fixed charges included in nuclear fuel cost ....................................... 5,042 Total fixed charges, as defined ................................................. 157,596 Non-tax deductible preferred stock dividend requirements ............................ 19,808 Ratio of income before income taxes to net income ................................... 1.57 Preferred stock dividend requirements before income taxes ........................... 31,099 Combined fixed charges and preferred stock dividend requirements .................... $188,695 Ratio of earnings to combined fixed charges and preferred stock dividend requirements............................................................ 2.92
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