EX-4 2 nee-q32024xex4.htm EX-4 Document
附件4






該文件由以下人員準備：
邁克爾·H·鄧恩
佛羅里達電力和光明公司
700 Universe Boulevard
Juno Beach，Florida 33408

佛羅里達電力公司
爲
德意志銀行美洲信託公司
（原名銀行信託公司）
作爲Florida Power & Light的受託人
公司的抵押和信託契約，
日期爲1944年1月1日
第一百三十八期補充債券契約
相關的
3.5億美元頭等抵押債券本金，5.00%系列，到期日爲2034年8月1日

日期截至2024年7月1日
本補充契約已在若干副本中籤署，所有副本構成但一份文件。本補充契約已在若干縣登記，並按法律規定繳納了1,225,000.00美元的印花稅和45,792.26美元的非經常性無形稅，這些稅款正在支付並記錄在佛羅里達州棕櫚灘縣公共記錄中。
審查員備註新債券與本補充契約有關，以房地產和個人財產作抵押，位於佛羅里達州境內外。 抵押品的總公允市值超過（y）新債券的本金總額與（z）本文補充的抵押品以及之前的所有次級契約所擔保的其他債券的總額。 根據佛羅里達法典第199.133(2)節計算無形稅（i）確定抵押品總市值中位於佛羅里達州的房地產所佔的百分比，並將該百分比乘以新債券的本金金額（其結果以下稱爲「稅基數」），以及（ii）將稅率乘以稅基數。


第一百三十八號補充證券契約
信託契約，制定於2024年7月1日，由佛羅里達州公司Florida Power & Light Company與之間進入，該公司的郵政地址爲佛羅里達州Juno Beach，Universe Boulevard 700號，郵編33408（以下有時稱爲“FPL”），及紐約州公司德意志銀行德意志銀行信託公司美洲（前身爲銀行家信託公司），郵政地址爲紐約州紐約市哥倫布大道1號17樓，郵編10019（以下稱爲“受託人”），作爲第一百三十八補充契約（以下稱爲“第一百三十八期補充債券契約”）至1944年1月1日製定的抵押和信託文件。抵押貸款），由FPL、受託人和現已辭職的傑克遜維爾佛羅里達國家銀行作爲共同受託人（現任受託人作爲按揭的唯一受託人，該按揭由FPL簽署並交付以擔保根據其規定發行或將發行的債券支付，現在作爲第一百三十八個補充契約輔助其；
根據2002年4月15日的文件，在紐約州銀行業務部門存檔，美國銀行家信託公司根據一項公司名稱更改行動實施了更名，自該日期起，其稱爲德意志銀行信託公司美洲;
FPL已將其在新罕布什爾州的所有財產轉移給了新罕布什爾傳輸有限責任公司，該公司是一家特拉華有限責任公司，這些財產以前受抵押貸款的抵押權約束，受託人於2010年6月29日簽署的文件中（以下簡稱「文件」）已經釋放這些財產發佈從抵押貸款的抵押權中釋放了這些財產，釋放並解除了在新罕布什爾州記錄在案的附屬合同和抵押權，這些附屬合同和抵押權列在《釋放書》的展示b中
鑑此，根據2020年12月18日簽署的《合併協議和計劃》，雙方爲佛羅里達州公司Gulf Power Company（以下簡稱“Gulf Power”）和FPL之間，Gulf Power被合併到FPL（“合併”），FPL成爲生存公司；和
而就合併而言，FPL已獲得了在一百三十二號補充信託契約中描述並受到抵押貸款的特定不動產和個人財產，該一百三十二號補充信託契約日期爲2021年1月1日，在佛羅里達、喬治亞和密西西比三個州已被適當記錄或備案；和
鑑於， 第8節 按照抵押貸款的規定，發行的除第一期以外的各個系列債券的形式應當由FPL董事會的決議確定，並且此等系列的形式，由上述董事會確定，應指明債券的描述性標題和其他各項條款，也可包含
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董事會可以自行決定在抵押貸款條款不違反的前提下在其中插入表達或指向發行和/或抵押貸款的條款和條件。
鑑此， 抵押文件第120節 抵押文件的第120節規定，除其他事項外，按照抵押文件的任何規定明示或暗示保留給或授予FPL的任何權力、特權或權利，無論該權力、特權或權利是否受任何限制或不受限制，均可全部或部分放棄、放棄或受到任何限制，如果當時是不受限制的，則可受到額外限制，如果已受限制，則FPL可能進一步訂立任何一系列債券的契約、限制或約束，或FPL可能糾正其中包含的任何模棱兩可之處，或在任何補充債券中，也可以通過FPL以需要的方式書面執行並認可的方式建立任何系列債券的條款和規定，而不是上述第一系列債券的條款和規定，該書面文件應當能夠使房地產的轉讓符合在抵押範圍內的所有州的要求並記錄;且
鑑此，FPL現在希望創建所述系列債券，並添加到其抵押債券中包含的誓言和協議中，以及遵守其並在某些方面修改和修訂抵押債券中包含的誓言和條款； 第一條 此外，並添加其他由其遵守的誓言和協議，並在某些方面修改和修訂抵押中包含的誓言和條款；
鑑於，FPL執行並交付本第一百三十八個補充債券契約，並且債券條款，以下簡稱 第一條 已獲得FPL董事會的授權，由董事會適當決議授權。
因此，現在，本契約見證：該FPL以房產和一美元作爲對價，由受託人在封存和交付這些禮物時或之前向其支付一美元，特此確認收據，以進一步證明受託人的財產、所有權和權利，並進一步確保支付債券的本金、利息和溢價（如果有）根據抵押貸款的期限和效力以及抵押貸款所有條款的履行情況，不時根據抵押貸款發行抵押貸款（包括任何補充工具，以及在提供的抵押貸款中做出的任何修改）和上述債券，特此授予、討價還價、出售、發行、轉讓、轉讓、抵押、質押、抵押和確認（但須遵守中定義的例外保留款） 第 6 節 抵押貸款）歸作爲抵押貸款受託人的德意志銀行美洲信託公司及其繼任者或繼承人，永久歸FPL在抵押貸款執行和交付之日後收購的所有財產，包括房地產、個人財產和混合財產（此處或抵押貸款中的任何財產，如前所補充，明確除外），現已擁有（此處任何財產除外）之前已根據抵押貸款的任何條款被釋放，並正在由FPL出售或處置），或者，根據以下規定 第 87 節 抵押貸款，此後由FPL收購，不論位於何處，包括（不以任何方式限制或損害前述範圍和意圖）所有土地、發電場所、通行權、水權、供水地點、用水量、用水量、水渠、溝渠、水槽，
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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 One Hundred Thirty-Eighth 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
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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 Deutsche Bank Trust Company Americas, 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 One Hundred Thirty-Eighth 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:
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ARTICLE I

One Hundred Thirty-Ninth Series of Bonds
Section 1.(I) There shall be a series of bonds designated “5.00% Series due August 1, 2034,” herein sometimes referred to as the “One Hundred Thirty-Ninth Series,” each of which shall also bear the descriptive title First Mortgage Bond, and the form thereof, which shall be established by Resolution of the Board of Directors of FPL, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the One Hundred Thirty-Ninth Series shall mature on August 1, 2034, and shall be issued as fully registered bonds in denominations of Two Thousand Dollars and, at the option of FPL, in integral multiples of One Thousand Dollars in excess thereof (the exercise of such option to be evidenced by the execution and delivery thereof); they shall bear interest at the rate of 5.00% per annum, payable semi-annually on February 1 and August 1 of each year (each an “Interest Payment Date”) commencing on February 1, 2025; the principal of and interest on each said bond to be payable at the office or agency of FPL in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Bonds of the One Hundred Thirty-Ninth Series shall be dated as in Section 10 of the Mortgage provided. The record date for payments of interest on any Interest Payment Date shall be the close of business on (1) the Business Day (as defined below) immediately preceding such Interest Payment Date so long as all of the bonds of the One Hundred Thirty-Ninth Series are held by a securities depository in book-entry only form, or (2) the 15th calendar day immediately preceding such Interest Payment Date if any of the bonds of the One Hundred Thirty-Ninth Series are not held by a securities depository in book-entry only form. Interest on the bonds of the One Hundred Thirty-Ninth Series will accrue from and including July 30, 2024 to but excluding February 1, 2025 and, thereafter, from and including the last Interest Payment Date to which interest has been paid or duly provided for (and if no interest has been paid on the bonds of the One Hundred Thirty-Ninth Series, from July 30, 2024) to but excluding the next succeeding Interest Payment Date. No interest will accrue on a bond of the One Hundred Thirty-Ninth Series for the day on which such bond matures. The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period shorter than a full semi-annual period for which interest is computed will be computed on the basis of the number of days in the period using 30-day calendar months. If any date on which interest, principal or premium, if any, is payable on the bonds of the One Hundred Thirty-Ninth Series falls on a day that is not a Business Day, then payment of the interest, principal or premium payable on that date will be made on the next succeeding day which is a Business Day, and without any interest or other payment in respect of such delay. A “Business Day” is any day that is not a Saturday, a Sunday, or a day on which banking institutions or trust companies in New York City are generally authorized or required by law or executive order to remain closed.
(II)Bonds of the One Hundred Thirty-Ninth Series shall be redeemable either at the option of FPL or pursuant to the requirements of the Mortgage (including, among other requirements, the application of cash delivered to or deposited with the Trustee pursuant to the provisions of Section 64 of the Mortgage or with proceeds of Released Property) in whole at any
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time, or in part from time to time, prior to maturity of the bonds of the One Hundred Thirty-Ninth Series, upon notice as provided in Section 52 of the Mortgage (the “Redemption Notice”), which notice will be given as required by the Mortgage, as hereto and hereafter supplemented and amended, prior to the date fixed for redemption (the “Redemption Date”), at the price (each a “Redemption Price”) described below.
Prior to May 1, 2034 (three months prior to the maturity date of the bonds of the One Hundred Thirty-Ninth Series) (the “Par Call Date”), FPL may redeem the bonds of the One Hundred Thirty-Ninth Series at its option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the bonds of the One Hundred Thirty-Ninth Series matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points less (b) interest accrued to the Redemption Date, and
(2)100% of the principal amount of the bonds of the One Hundred Thirty-Ninth Series to be redeemed,
plus, in either case, accrued and unpaid interest thereon, if any, to but excluding the Redemption Date.
On or after the Par Call Date, FPL may redeem the bonds of the One Hundred Thirty-Ninth Series, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the bonds of the One Hundred Thirty-Ninth Series being redeemed plus accrued and unpaid interest thereon, if any, to but excluding the Redemption Date.
“Treasury Rate” means, with respect to any Redemption Date, the yield determined by FPL in accordance with the following two paragraphs.
The Treasury Rate shall be determined by FPL after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, FPL shall select, as applicable:
(1)the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or
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(2)if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
(3)if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life.
For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.
If on the third Business Day preceding the Redemption Date H.15 TCM is no longer published, FPL shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, FPL shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, FPL shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
FPL’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
The Trustee shall have no duty to determine, or to verify FPL’s calculations of, the Redemption Price.
(III)At the option of the registered owner, any bonds of the One Hundred Thirty-Ninth Series, upon surrender thereof for exchange at the office or agency of FPL in the Borough of Manhattan, The City of New York, together with a written instrument of transfer wherever required by FPL, duly executed by the registered owner or by his duly authorized attorney, shall (subject to the provisions of Section 12 of the Mortgage) be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.
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Bonds of the One Hundred Thirty-Ninth Series shall be transferable (subject to the provisions of Section 12 of the Mortgage) at the office or agency of FPL in the Borough of Manhattan, The City of New York.
Upon any exchange or transfer of bonds of the One Hundred Thirty-Ninth Series, FPL may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but FPL hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of the One Hundred Thirty-Ninth Series.
ARTICLE II
Consent to Amendments of the Mortgage
Section 2.Each initial and future holder of bonds of the One Hundred Thirty-Ninth Series, by its acquisition of an interest in such bonds, irrevocably (a) consents to the amendments set forth in Article II of the One Hundred Twenty-Eighth Supplemental Indenture, dated as of June 15, 2018, and in Article IV of the One Hundred Thirty-Seventh Supplemental Indenture, dated as of May 1, 2024, in each case without any other or further action by any holder of such bonds, and (b) designates the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise.
ARTICLE III

Miscellaneous Provisions
Section 3. Subject to the amendments provided for in this One Hundred Thirty-Eighth Supplemental Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this One Hundred Thirty-Eighth Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented.
Section 4. The holders of bonds of the One Hundred Thirty-Ninth Series consent that FPL may, but shall not be obligated to, fix a record date for the purpose of determining the holders of bonds of the One Hundred Thirty-Ninth Series entitled to consent to any amendment, supplement or waiver. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than ninety (90) days after such record date.
Section 5. 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:
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The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this One Hundred Thirty-Eighth 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 One Hundred Thirty-Eighth 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 One Hundred Thirty-Eighth Supplemental Indenture.
Section 6. Whenever in this One Hundred Thirty-Eighth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVI and Article 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 One Hundred Thirty-Eighth 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 7. Nothing in this One Hundred Thirty-Eighth 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 One Hundred Thirty-Eighth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this One Hundred Thirty-Eighth 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 8. 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 States of Florida, Georgia and Mississippi, to operate and is to be construed as granting a lien only on such properties and not as a deed passing title thereto.
Section 9. This One Hundred Thirty-Eighth 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 Deutsche Bank Trust Company Americas has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one or more of its Vice Presidents or Assistant Vice Presidents, and its corporate seal to be attested by one of its Vice Presidents, Assistant Vice Presidents, one of its Assistant Secretaries, one of its Associates or one of its Directors, all as of the day and year first above written.
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FLORIDA POWER & LIGHT COMPANY
By:SCOTT BORES
Scott Bores
Vice President, Finance
Attest:
JASON B. PEAR
Jason B. Pear
Assistant Secretary
Executed, sealed and delivered by
FLORIDA POWER & LIGHT COMPANY
in the presence of:
W. JAY FRAZIER
W. Jay Frazier
Florida Power & Light Company
700 Universe Boulevard,
Juno Beach, Florida 33408
SHEILA DELEON
Sheila Deleon
Florida Power & Light Company
700 Universe Boulevard,
Juno Beach, Florida 33408











DB1/ 148492838.2    


STATE OF FLORIDA}
COUNTY OF PALM BEACHSS:


On the 25th day of July, in the year 2024 before me by means of physical presence came Scott Bores, personally known to me, who, being by me duly sworn, did depose and say that he is the Vice President, Finance 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 25th day of July, 2024, before me by means of physical presence appeared Scott Bores and Jason B. Pear, respectively, the Vice President, Finance and an Assistant Secretary of Florida Power & Light Company, a corporation under the laws of the State of Florida, to me personally 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.
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.

K. WRIGHT
Notary Public — State of Florida
Notary Public State of Florida
Kristi Wright
My Commission HH 422112
Expires 7/16/2027






DB1/ 148492838.2


DEUTSCHE BANK TRUST COMPANY AMERICAS
As Trustee
By:IRINA GOLOVASHCHUK
Irina Golovashchuk
Vice President
By:CHRIS NIESZ
Chris Niesz
Vice President
[CORPORATE SEAL]
Attest:
YURI TANAKA
Yuri Tanaka
Assistant Vice President
Executed, sealed and delivered by
DEUTSCHE BANK TRUST COMPANY AMERICAS
in the presence of:
ELLEN JEAN-BAPTISTE
Ellen Jean-Baptiste
Deutsche Bank Trust Company Americas
Trust and Agency Services
1 Columbus Circle, 17th Floor
Mail Stop: NYC01-1710
New York, NY 10019
JUAN-CARLOS CADAVID-GOMEZ
Juan-Carlos Cadavid-Gomez
Deutsche Bank Trust Company Americas
Trust and Agency Services
1 Columbus Circle, 17th Floor
Mail Stop: NYC01-1710
New York, NY 10019

DB1/ 148492838.2



DB1/ 148492838.2


STATE OF NEW YORK}
COUNTY OF NEW YORKSS:


On the 24th day of July in the year 2024, before me by means of physical presence came Irina Golovashchuk and Chris Niesz, personally known to me, who, being by me duly sworn, did depose and say that they are respectively a Vice President and a Vice President of Deutsche Bank Trust Company Americas, one of the corporations described in and which executed the above instrument; that they know 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 they signed their names thereto by like order.
I Hereby Certify, that on this 24th day of July, 2024, before me by means of physical presence appeared Irina Golovashchuk, Chris Niesz and Yuri Tanaka, respectively, a Vice President, a Vice President and an Assistant Vice President of Deutsche Bank Trust Company Americas, a corporation under the laws of the State of New York, personally known to me 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.
Witness my signature and official seal at New York, in the County of New York, and State of New York, the day and year last aforesaid.

BORIS TREYGER
Notary Public — State of New York
Boris Treyger
Notary Public-State of New York
No 01TR6445537
Qualified in New York State County
Commission Expires 12/27/2026