8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2019

DUKE ENERGY FLORIDA, LLC

(Exact Name of Registrant as Specified in its Charter)

Florida	001-3274	59-0247770
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

299 First Avenue North, St. Petersburg, Florida 33701

(Address of Principal Executive Offices, including Zip Code)

(704) 382-3853

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨ Emerging growth company

¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s):	Name of each exchange on which registered:
	None

Item 8.01. Other Events.

On November 26, 2019, Duke Energy Florida, LLC (the “Company”) consummated the issuance and sale of the securities described below pursuant to an underwriting agreement, dated November 21, 2019 (the “Mortgage Bonds Underwriting Agreement”), with BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (the “Mortgage Bonds Underwriters”), pursuant to which the Company agreed to issue and sell to the Mortgage Bonds Underwriters $700,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 2.50% Series due 2029 (the “Mortgage Bonds”). The Mortgage Bonds were sold to the Mortgage Bonds Underwriters at a discount to their principal amount. The Mortgage Bonds were issued under the Indenture, dated as of January 1, 1944, as amended and supplemented from time to time, including by the Fifty-Sixth Supplemental Indenture, dated as of November 1, 2019 (the “Fifty-Sixth Supplemental Indenture”), each between the Company and The Bank of New York Mellon, as successor Trustee, relating to the Mortgage Bonds (collectively, the “Mortgage”).

The foregoing disclosure is qualified in its entirety by the provisions of the Mortgage, the Fifty-Sixth Supplemental Indenture, together with the form of global bond evidencing the Mortgage Bond included therein, which is filed as Exhibit 4.1 hereto, and the Mortgage Bonds Underwriting Agreement, which is filed as Exhibit 99.1 hereto. Such exhibits are incorporated herein by reference. Also, in connection with the issuance and sale of the Mortgage Bonds, the Company is filing a legal opinion regarding the validity of the Mortgage Bonds as Exhibit 5.1 to this Current Report on Form 8-K for the purpose of incorporating the opinion into the Company’s Registration Statement on Form S-3 (No. 333-233896-05).

On November 26, 2019, the Company also consummated the issuance and sale of the securities described below pursuant to an underwriting agreement, dated November 21, 2019 (the “Notes Underwriting Agreement”), with PNC Capital Markets LLC, CastleOak Securities, L.P., Great Pacific Securities, Samuel A. Ramirez & Company, Inc., C.L. King & Associates, Inc. and Drexel Hamilton, LLC, as representatives of the several underwriters named therein (the “Notes Underwriters”), pursuant to which the Company agreed to issue and sell to the Notes Underwriters $200,000,000 aggregate principal amount of the Company’s Series A Floating Rate Senior Notes due 2021 (the “Notes”). The Notes were sold to the Notes Underwriters at par. The Notes were issued under the Indenture (For Debt Securities), dated as of December 7, 2005, as supplemented from time to time, including by the Second Supplemental Indenture, dated as of November 26, 2019 (the “Second Supplemental Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor Trustee and Calculation Agent, relating to the Notes (collectively, the “Indenture”).

The foregoing disclosure is qualified in its entirety by the provisions of the Indenture, the Second Supplemental Indenture, together with the form of global note evidencing the Note included therein, which is filed as Exhibit 4.2 hereto, and the Notes Underwriting Agreement, which is filed as Exhibit 99.2 hereto. Such exhibits are incorporated herein by reference. Also, in connection with the issuance and sale of the Notes, the Company is filing a legal opinion regarding the validity of the Notes as Exhibit 5.1 to this Current Report on Form 8-K for the purpose of incorporating the opinion into the Company’s Registration Statement on Form S-3 (No. 333-233896-05).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
Exhibit 4.1	Fifty-Sixth Supplemental Indenture, dated as of November 1, 2019, between the Company and The Bank of New York Mellon, as successor Trustee
Exhibit 4.2	Second Supplemental Indenture, dated as of November 26, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor Trustee and Calculation Agent
Exhibit 5.1	Opinion regarding validity of the Mortgage Bonds and the Notes
Exhibit 23.1	Consent (included as part of Exhibit 5.1)
Exhibit 99.1	Underwriting Agreement, dated November  21, 2019, among the Company and BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein
Exhibit 99.2	Underwriting Agreement, dated November  21, 2019, among the Company and PNC Capital Markets LLC, CastleOak Securities, L.P., Great Pacific Securities, Samuel A. Ramirez & Company, Inc., C.L. King & Associates, Inc. and Drexel Hamilton, LLC, as representatives of the several underwriters named therein
Exhibit 104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within Inline XBRL document.

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DUKE ENERGY FLORIDA, LLC
Date: November 26, 2019	By:	/s/ Robert T. Lucas III, Esq.
		Name:	Robert T. Lucas III, Esq.
		Title:	Assistant Secretary

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EX-4.1

Exhibit 4.1

This instrument was prepared

under the supervision of:

Dianne M. Triplett, Deputy General Counsel

Duke Energy Business Services LLC

550 S. Tryon Street

Charlotte, North Carolina 28202

DUKE ENERGY FLORIDA, LLC

TO

THE BANK OF NEW YORK MELLON, TRUSTEE

FIFTY-SIXTH

SUPPLEMENTAL INDENTURE

Dated as of November 1, 2019 

This is a security agreement covering personal property as

well as a mortgage upon real estate and other property.

SUPPLEMENT TO INDENTURE

DATED AS OF JANUARY 1, 1944, AS SUPPLEMENTED

NOTE TO RECORDER: Nonrecurring Intangible Taxes and Documentary Stamp Taxes have been collected by the Pinellas County Circuit Court Clerk. With respect to the Nonrecurring Intangible Taxes due, the Intangible Tax Base was calculated in compliance with Subsections (1) and (2) of Section 199.133 of the Florida Statutes and is $57,470,000.

TABLE OF CONTENTS*

	Page
RECITALS	1
Granting Language	4
ARTICLE I
THE NEW SERIES BONDS	6
A. CREATION OF FIRST MORTGAGE BONDS, 2.50% SERIES DUE 2029	6
B. FORM OF THE NEW SERIES BONDS	10
C. INTEREST ON THE NEW SERIES BONDS	16
ARTICLE II	17
ADDITIONAL COVENANTS	17
ARTICLE III
SUNDRY PROVISIONS	18

EXHIBIT:

Exhibit A—Recording Information A-1

* The headings listed in this Table of Contents are for convenience only and should not be included for substantive purposes as part of this Supplemental Indenture.

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RECITALS

SUPPLEMENTAL INDENTURE, dated as of the 1st day of November 2019, made and entered into by and between DUKE ENERGY FLORIDA, LLC, a limited liability company of the State of Florida (hereinafter sometimes called the “Company”), party of the first part, and THE BANK OF NEW YORK MELLON (formerly known of record as The Bank of New York), a New York banking corporation, whose post office address is 240 Greenwich Street, New York, New York 10286, as successor trustee (hereinafter sometimes called the “Trustee”), party of the second part.

WHEREAS, the Company has heretofore executed and delivered an indenture of mortgage and deed of trust, titled the Indenture, dated as of January 1, 1944, and the same has been recorded in the public records and on the dates listed on Exhibit A hereto, and for the purpose of preventing the extinguishment of said Indenture under Chapter 712, Florida Statutes, the above-referred-to Indenture applicable to each county in which this instrument is recorded is hereby incorporated herein and made a part hereof by this reference thereto (said Indenture is hereinafter referred to as the “Original Indenture” and with the below-mentioned fifty-five Supplemental Indentures and this Supplemental Indenture and all other indentures, if any, supplemental to the Original Indenture collectively referred to as the “Indenture”), in and by which the Company conveyed and mortgaged to the Trustee certain property therein described to secure the payment of all bonds of the Company to be issued thereunder in one or more series; and

WHEREAS, pursuant to and under the terms of the Original Indenture, the Company issued $16,500,000 First Mortgage Bonds, 3 3/8% Series due 1974; and

WHEREAS, subsequent to the date of the execution and delivery of the Original Indenture, the Company has from time to time executed and delivered fifty-five indentures supplemental to the Original Indenture (together with this Supplemental Indenture, collectively, the “Supplemental Indentures”), providing for the creation of additional series of bonds secured by the Original Indenture and/or for amendment of certain terms and provisions of the Original Indenture and of indentures supplemental thereto, such Supplemental Indentures, and the purposes thereof, being as follows:

Supplemental Indenture and Date	Providing for:
First July 1, 1946	$4,000,000 First Mortgage Bonds, 2 7/8% Series due 1974
Second November 1, 1948	$8,500,000 First Mortgage Bonds, 3 1/4% Series due 1978
Third July 1, 1951	$14,000,000 First Mortgage Bonds, 3 3/8% Series due 1981
Fourth November 1, 1952	$15,000,000 First Mortgage Bonds, 3 3/8% Series due 1982
Fifth November 1, 1953	$10,000,000 First Mortgage Bonds, 3 5/8% Series due 1983
Sixth July 1, 1954	$12,000,000 First Mortgage Bonds, 3 1/8% Series due 1984
Seventh July 1, 1956	$20,000,000 First Mortgage Bonds, 3 7/8% Series due 1986, and amendment of certain provisions of the Original Indenture
Eighth July 1, 1958	$25,000,000 First Mortgage Bonds, 4 1/8% Series due 1988, and amendment of certain provisions of the Original Indenture
Ninth October 1, 1960	$25,000,000 First Mortgage Bonds, 4 3/4% Series due 1990
Tenth May 1, 1962	$25,000,000 First Mortgage Bonds, 4 1/4% Series due 1992
Eleventh April 1, 1965	$30,000,000 First Mortgage Bonds, 4 5/8% Series due 1995
Twelfth November 1, 1965	$25,000,000 First Mortgage Bonds, 4 7/8% Series due 1995

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Supplemental Indenture and Date	Providing for:
Thirteenth August 1, 1967	$25,000,000 First Mortgage Bonds, 6 1/8% Series due 1997
Fourteenth November 1, 1968	$30,000,000 First Mortgage Bonds, 7% Series due 1998
Fifteenth August 1, 1969	$35,000,000 First Mortgage Bonds, 7 7/8% Series due 1999
Sixteenth February 1, 1970	Amendment of certain provisions of the Original Indenture
Seventeenth November 1, 1970	$40,000,000 First Mortgage Bonds, 9% Series due 2000
Eighteenth October 1, 1971	$50,000,000 First Mortgage Bonds, 7 3/4% Series due 2001
Nineteenth June 1, 1972	$50,000,000 First Mortgage Bonds, 7 3/8% Series due 2002
Twentieth November 1, 1972	$50,000,000 First Mortgage Bonds, 7 1/4% Series A due 2002
Twenty-First June 1, 1973	$60,000,000 First Mortgage Bonds, 7 3/4% Series due 2003
Twenty-Second December 1, 1973	$70,000,000 First Mortgage Bonds, 8% Series A due 2003
Twenty-Third October 1, 1976	$80,000,000 First Mortgage Bonds, 8 3/4% Series due 2006
Twenty-Fourth April 1, 1979	$40,000,000 First Mortgage Bonds, 6 3/4-6 7/8% Series due 2004-2009
Twenty-Fifth April 1, 1980	$100,000,000 First Mortgage Bonds, 13 5/8% Series due 1987
Twenty-Sixth November 1, 1980	$100,000,000 First Mortgage Bonds, 13.30% Series A due 1990
Twenty-Seventh November 15, 1980	$38,000,000 First Mortgage Bonds, 10-10 1/4% Series due 2000-2010
Twenty-Eighth May 1, 1981	$50,000,000 First Mortgage Bonds, 9 1/4% Series A due 1984
Twenty-Ninth September 1, 1982	Amendment of certain provisions of the Original Indenture
Thirtieth October 1, 1982	$100,000,000 First Mortgage Bonds, 13 1/8% Series due 2012
Thirty-First November 1, 1991	$150,000,000 First Mortgage Bonds, 8 5/8% Series due 2021
Thirty-Second December 1, 1992	$150,000,000 First Mortgage Bonds, 8% Series due 2022
Thirty-Third December 1, 1992	$75,000,000 First Mortgage Bonds, 6 1/2% Series due 1999
Thirty-Fourth February 1, 1993	$80,000,000 First Mortgage Bonds, 6-7/8% Series due 2008
Thirty-Fifth March 1, 1993	$70,000,000 First Mortgage Bonds, 6-1/8% Series due 2003
Thirty-Sixth July 1, 1993	$110,000,000 First Mortgage Bonds, 6% Series due 2003
Thirty-Seventh December 1, 1993	$100,000,000 First Mortgage Bonds, 7% Series due 2023
Thirty-Eighth July 25, 1994	Appointment of First Chicago Trust Company of New York as successor Trustee and resignation of former Trustee and Co-Trustee
Thirty-Ninth July 1, 2001	$300,000,000 First Mortgage Bonds, 6.650% Series due 2011

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Supplemental Indenture and Date	Providing for:
Fortieth July 1, 2002	$240,865,000 First Mortgage Bonds in three series as follows: (i) $108,550,000 Pollution Control Series 2002A Bonds due 2027; (ii) $100,115,000 Pollution Control Series 2002B Bonds due 2022; and (iii) $32,200,000 Pollution Control Series 2002C Bonds due 2018; and reservation of amendment of certain provisions of the Original Indenture
Forty-First February 1, 2003	$650,000,000 First Mortgage Bonds in two series as follows: (i) $425,000,000 4.80% Series due 2013 and (ii) $225,000,000 5.90% Series due 2033; and reservation of amendment of certain provisions of the Original Indenture
Forty-Second April 1, 2003	Amendment of certain provisions of the Original Indenture; appointment of Bank One, N.A. as successor Trustee and resignation of former Trustee; and reservation of amendment of certain provisions of the Original Indenture
Forty-Third November 1, 2003	$300,000,000 First Mortgage Bonds, 5.10% Series due 2015; and reservation of amendment of certain provisions of the Original Indenture
Forty-Fourth August 1, 2004	Amendment of certain provisions of the Original Indenture
Forty-Fifth May 1, 2005	$300,000,000 First Mortgage Bonds, 4.50% Series due 2010
Forty-Sixth September 1, 2007	$750,000,000 First Mortgage Bonds in two series as follows: (i) $250,000,000 5.80% Series due 2017 and (ii) $500,000,000 6.35% Series due 2037
Forty-Seventh December 1, 2007	Appointment of The Bank of New York Mellon as successor Trustee and resignation of former Trustee
Forty-Eighth June 1, 2008	$1,500,000,000 First Mortgage Bonds in two series as follows: (i) $500,000,000 5.65% Series due 2018 and (ii) $1,000,000,000 6.40% Series due 2038
Forty-Ninth March 1, 2010	$600,000,000 First Mortgage Bonds in two series as follows: (i) $250,000,000 4.55% Series due 2020 and (ii) $350,000,000 5.65% Series due 2040
Fiftieth August 1, 2011	$300,000,000 First Mortgage Bonds, 3.10% Series due 2021
Fifty-First November 1, 2012	$650,000,000 First Mortgage Bonds in two series as follows: (i) $250,000,000 0.65% Series due 2015 and (ii) $400,000,000 3.85% Series due 2042
Fifty-Second August 1, 2015	Amendment of certain provisions of the Original Indenture
Fifty-Third September 1, 2016	$600,000,000 First Mortgage Bonds, 3.40% Series due 2046
Fifty-Fourth January 1, 2017	$900,000,000 First Mortgage Bonds in two series as follows: (i) $250,000,000 1.85% Series due 2020 and (ii) $650,000,000 3.20% Series due 2027
Fifty-Fifth June 1, 2018	$1,000,000,000 First Mortgage Bonds in two series as follows: (i) $600,000,000 3.80% Series due 2028 and (ii) $400,000,000 4.20% Series due 2048

WHEREAS, such Supplemental Indentures have each been recorded in the public records of the counties listed on Exhibit A hereto, on the dates and in the official record books and at the page numbers listed thereon; and

WHEREAS, the Company converted its form of organization effective August 1, 2015 from a Florida corporation to a Florida limited liability company named “Duke Energy Florida, LLC,” and evidence of such conversion was recorded in all counties in the State of Florida in which this Supplemental Indenture is to be recorded; and

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WHEREAS, subsequent to the date of the execution and delivery of the Fifty-Fifth Supplemental Indenture the Company has purchased, constructed or otherwise acquired certain property hereinafter referred to, and the Company desires by this Supplemental Indenture to confirm the lien of the Original Indenture on such property; and

WHEREAS, pursuant to the Forty-Seventh Supplemental Indenture, JPMorgan Chase Bank, N.A., resigned as Trustee and The Bank of New York Mellon was appointed as the successor Trustee, effective December 13, 2007; and

WHEREAS, The Bank of New York Mellon is eligible and qualified to serve as Trustee under the Indenture; and

WHEREAS, the Company desires by this Supplemental Indenture to create a new series of bonds to be designated as First Mortgage Bonds, 2.50% Series due 2029 (the “ 2029 Bonds” or the “New Series Bonds”), to be issued under the Original Indenture pursuant to Section 2.01 of the Original Indenture, and also desires to deliver to the Trustee prior to or simultaneously with the authentication and delivery of the initial issue of Seven Hundred Million Dollars ($700,000,000) aggregate principal amount of New Series Bonds pursuant to Section 4.03 of the Original Indenture the documents and instruments required by said section; and

WHEREAS, the Company in the exercise of the powers and authority conferred upon and reserved to it under and by virtue of the Indenture, and pursuant to the resolutions of its Board of Directors (as defined in the Indenture, which definition includes any duly authorized committee of the Board of Directors, including the First Mortgage Bond Indenture Committee of the Board of Directors) has duly resolved and determined to make, execute and deliver to the Trustee a Supplemental Indenture in the form hereof for the purposes herein provided; and

WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized;

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That the Company, in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, according to their tenor and effect, does hereby confirm the grant, sale, resale, conveyance, assignment, transfer, mortgage and pledge of the property described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and hath granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto The Bank of New York Mellon, as Trustee, and to its successors in the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company on the date of the execution of this Supplemental Indenture or which may be hereafter acquired by it, including (but not limited to) all property which it has acquired subsequent to the date of execution of the Fifty-Fifth Supplemental Indenture and situated in the State of Florida (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing, all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights-of-way and other rights in or relating to real estate or the use and occupancy of the same (except as herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore, or in the Original Indenture and said Supplemental Indentures, described.

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IT IS HEREBY AGREED by the Company that all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted) shall, subject to the provisions of Section 9.01 of the Original Indenture and to the extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby.

TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 9.01 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid mortgaged property and every part and parcel thereof.

TO HAVE AND TO HOLD THE SAME unto The Bank of New York Mellon, as Trustee, and its successors in the trust and its assigns forever, but IN TRUST NEVERTHELESS upon the terms and trusts set forth in the Indenture, for the benefit and security of those who shall hold the bonds and coupons issued and to be issued under the Indenture, without preference, priority or distinction as to lien of any of said bonds and coupons over any others thereof by reason or priority in the time of the issue or negotiation thereof, or otherwise howsoever, subject, however, to the provisions of Sections 10.03 and 10.12 of the Original Indenture.

SUBJECT, HOWEVER, to the reservations, exceptions, conditions, limitations and restrictions contained in the several deeds, servitudes and contracts or other instruments through which the Company acquired, and/or claims title to and/or enjoys the use of the aforesaid properties; and subject also to encumbrances of the character defined in the Original Indenture as “excepted encumbrances” in so far as the same may attach to any of the property embraced herein.

Without derogating from the security and priority presently afforded by the Indenture and by law for all of the bonds of the Company that have been, are being, and may in the future be, issued pursuant to the Indenture, for purposes of obtaining any additional benefits and security provided by Section 697.04 of the Florida Statutes, the following provisions of this paragraph shall be applicable. The Indenture also shall secure the payment of both principal and interest and premium, if any, on the bonds from time to time hereafter issued pursuant to the Indenture, according to their tenor and effect, and the performance and observance of all the provisions of the Indenture (including any indentures supplemental thereto and any modification or alteration thereof made as therein provided), whether the issuance of such bonds may be optional or mandatory, and for any purpose, within twenty (20) years from the date of this Supplemental Indenture. The total amount of indebtedness secured by the Indenture may decrease or increase from time to time, but the total unpaid balance so secured at any one time shall not exceed the maximum principal amount of $10,000,000,000, plus interest and premium, if any, as well as any disbursements made for the payment of taxes, levies or insurance on the property encumbered by the Indenture, with interest on those disbursements, plus any increase in the principal balance as the result of negative amortization or deferred interest. For purposes of Section 697.04 of the Florida Statutes, the Original Indenture, as well as all of the indentures supplemental thereto that have been executed prior to the date of this Supplemental Indenture, are incorporated herein by this reference with the same effect as if they had been set forth in full herein.

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And, upon the consideration hereinbefore set forth, the Company does hereby covenant and agree to and with the Trustee and its successors in trust under the Indenture for the benefit of those who shall hold bonds and coupons issued and to be issued under the Indenture, as follows:

ARTICLE I

THE NEW SERIES BONDS

A. CREATION OF FIRST MORTGAGE BONDS, 2.50% SERIES DUE 2029

Section 1. The Company hereby creates a new series of bonds, not limited in principal amount except as provided in the Original Indenture, to be issued under and secured by the Original Indenture, to be designated by the title “First Mortgage Bonds, 2.50% Series due 2029.” The initial issue of the 2029 Bonds shall consist of Seven Hundred Million Dollars ($700,000,000) principal amount thereof. Subject to the terms of the Indenture, the principal amount of the 2029 Bonds is unlimited. The Company may, at its option in the future, issue additional 2029 Bonds.

The 2029 Bonds shall be issued only as registered bonds without coupons in the denomination of Two Thousand Dollars ($2,000) and any integral multiple of One Thousand Dollars ($1,000) above that amount.

Section 2. (a) The 2029 Bonds shall be issued in registered form without coupons and shall be issued initially in the form of one or more Global Bonds (each such Global Bond, a “2029 Global Bond”) to or on behalf of The Depository Trust Company (“DTC”), as depositary therefor (in such capacity, the “Depositary”), and registered in the name of such Depositary or its nominee. Any 2029 Bonds to be issued or transferred to, or to be held by or on behalf of DTC as such Depositary or such nominee (or any successor of such nominee) for such purpose shall bear the depositary legends in substantially the form set forth at the top of the form of the 2029 Bonds in Section B of this Article I, unless otherwise agreed by the Company, and in the case of a successor Depositary, such legend or legends as such Depositary and/or the Company shall require and to which each shall agree, in each case such agreement to be confirmed in writing to the Trustee. Principal of, and interest on, the 2029 Bonds and the 2029 Bonds Redemption Price (as defined below), if applicable, will be payable, the transfer of the 2029 Bonds will be registrable and the 2029 Bonds will be exchangeable for the 2029 Bonds bearing identical terms and provisions, at the office or agency of the Company in the Borough of Manhattan, The City and State of New York; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holders thereof at their registered address; and further provided, however, that with respect to a 2029 Global Bond, the Company may make payments of principal of, and interest on, the 2029 Global Bond and the 2029 Bonds Redemption Price, if applicable, and interest on such 2029 Global Bond pursuant to and in accordance with such arrangements as are agreed upon by the Company and the Depositary for such 2029 Global Bond. The 2029 Bonds shall have the terms set forth in the form of the New Series Bond set forth in Section C of this Article I.

(b)Notwithstanding any other provision of this Subsection A.2 of this Article I or of Section 2.03 of the Original Indenture, except as contemplated by the provisions of paragraph (c) below, a 2029 Global Bond may be transferred, in whole but not in part and in the manner provided in Section 2.03 of the Original Indenture, only to a nominee of the Depositary for such 2029 Global Bond, or to the Depositary, or to a successor Depositary for such 2029 Global Bond selected or approved by the Company, or to a nominee of such successor Depositary.

(c)(1) If at any time the Depositary for a 2029 Global Bond notifies the Company that it is unwilling or unable to continue as the Depositary for such 2029 Global Bond or if at any time the Depositary for a 2029 Global Bond ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary, the Company shall appoint a successor Depositary with respect to such 2029 Global Bond. If a successor Depositary for such 2029 Global Bond is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such cessation, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of 2029 Bonds in the form of definitive certificates in exchange for such 2029 Global Bond, will authenticate and deliver, without service charge, 2029 Bonds in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the 2029 Global Bond in exchange for such 2029 Global Bond. Such 2029 Bonds will be issued to and registered in the name of such person or persons as are specified by the Depositary.

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(2)The Company may at any time and in its sole discretion (subject to the procedures of the Depositary) determine that any 2029 Bonds issued or issuable in the form of one or more 2029 Global Bonds shall no longer be represented by such 2029 Global Bond or Bonds. In any such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of 2029 Bonds in the form of definitive certificates in exchange in whole or in part for such 2029 Global Bond or Bonds, will authenticate and deliver, without service charge, to each person specified by the Depositary, 2029 Bonds in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such 2029 Global Bond or the aggregate principal amount of such 2029 Global Bonds in exchange for such 2029 Global Bond or Bonds.

(3)If at any time a completed default has occurred and is continuing with respect to the 2029 Bonds and beneficial owners of a majority in aggregate principal amount of the 2029 Bonds represented by 2029 Global Bonds advise the Depositary to cease acting as the Depositary, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of 2029 Bonds in the form of definitive certificates in exchange for such 2029 Global Bond, will authenticate and deliver, without service charge, 2029 Bonds in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the 2029 Global Bond in exchange for such 2029 Global Bond. Such 2029 Bonds will be issued to and registered in the name of such person or persons as are specified by the Depositary.

(4)In any exchange provided for in any of the preceding three subparagraphs, the Company shall execute and the Trustee shall authenticate and deliver 2029 Bonds in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a 2029 Global Bond for 2029 Bonds in the form of definitive certificates, such 2029 Global Bond shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, 2029 Bonds issued in exchange for a 2029 Global Bond pursuant to Subsection A.2 of this Article I shall be registered in such names and in such authorized denominations as the Depositary for such 2029 Global Bond, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such 2029 Bonds to the persons in whose names the 2029 Bonds are so to be registered.

(5)Any endorsement of a 2029 Global Bond to reflect the principal amount thereof, or any increase or decrease in such principal amount, shall be made in such manner and by such person or persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such 2029 Global Bond or in the Company order delivered or to be delivered pursuant to Section 4.07 of the Original Indenture with respect thereto. Subject to the provisions of Section 4.07 of the Original Indenture, the Trustee shall deliver and redeliver any such 2029 Global Bond in the manner and upon instructions given by the person or persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such 2029 Global Bond or in any applicable Company order. If a Company order pursuant to Section 4.07 of the Original Indenture is so delivered, any instructions by the Company with respect to such 2029 Global Bond contained therein shall be in writing but need not be accompanied by or contained in an officers’ certificate and need not be accompanied by an opinion of counsel.

(6)The Depositary or, if there be one, its nominee, shall be the holder of a 2029 Global Bond for all purposes under the Indenture and the 2029 Bonds and beneficial owners with respect to such 2029 Global Bond shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee and any bond registrar shall be entitled to deal with such Depositary for all purposes of the Indenture relating to such 2029 Global Bond (including the payment of principal, the 2029 Bonds Redemption Price, if applicable, and interest and the giving of instructions or directions by or to the beneficial owners of such 2029 Global Bond as the sole holder of such 2029 Global Bond and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary)). None of the Company, the Trustee, any paying agent or bond registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a beneficial owner in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such 2029 Global Bond or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

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Section 3. (a)    November 26, 2019, shall be the date of the beginning of the first interest period for the 2029 Bonds. The first Interest Payment Date (as defined below) shall be June 1, 2020. The 2029 Bonds shall be dated as provided in Section 2.01 of the Original Indenture. The 2029 Bonds shall be payable on December 1, 2029 in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and shall bear interest, payable in like coin or currency, at the rate of 2.50% per annum, payable semi-annually on June 1 and December 1 of each year (each an “Interest Payment Date”) to the person(s) in whose name(s) the 2029 Bonds are registered at the close of business on the record date for the applicable Interest Payment Date, which will be (i) the close of business on the business day immediately preceding such Interest Payment Date so long as all of the 2029 Bonds remain in book-entry only form or (ii) the tenth calendar day immediately preceding such Interest Payment Date if any of the 2029 Bonds do not remain in book-entry only form (each a “Regular Record Date”), in each case, subject to certain exceptions provided in this Supplemental Indenture and the Indenture), until maturity, according to the terms of the bonds or on prior redemption or by declaration or otherwise, and at the highest rate of interest borne by any of the bonds outstanding under the Indenture from such date of maturity until they shall be paid or payment thereof shall have been duly provided for. Principal of, and interest on, the 2029 Bonds and the 2029 Bonds Redemption Price, if applicable, shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed by the Company or its affiliate to the person entitled thereto at his registered address. If a due date for the payment of interest, principal or the 2029 Bonds Redemption Price, if applicable, falls on a day that is not a business day, then the payment will be made on the next succeeding business day, and no interest will accrue on the amounts payable for the period from and after the original due date and until the next business day. The term “business day” means any day other than a Saturday or Sunday or day on which banking institutions in The City of New York are required or authorized to close.

(b)       At any time before September 1, 2029 (the “2029 Par Call Date”), the 2029 Bonds shall be redeemable, in whole or in part and from time to time, at the option of the Company, on any date (a “Redemption Date”), at a redemption price (the “2029 Bonds Make-Whole Redemption Price”) equal to the greater of (i) 100% of the principal amount of the 2029 Bonds being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2029 Bonds being redeemed that would be due if the 2029 Bonds matured on the 2029 Par Call Date (exclusive of interest accrued to such Redemption Date), discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, such Redemption Date.

At any time on or after the 2029 Par Call Date, the 2029 Bonds shall be redeemable, in whole or in part and from time to time, at the option of the Company, at a redemption price (together with any 2029 Bonds Make-Whole Redemption Price, each a “2029 Bonds Redemption Price”) equal to 100% of the principal amount of the 2029 Bonds being redeemed plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, such Redemption Date.

For purposes of this Section 3(b), the following terms have the following meanings:

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the 2029 Bonds to be redeemed (assuming, for this purpose, that the 2029 Bonds matured on the 2029 Par Call Date), that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2029 Bonds.

“Comparable Treasury Price” means, with respect to any Redemption Date for the 2029 Bonds, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four of such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations as determined by the Company.

“Quotation Agent” means a Reference Treasury Dealer appointed by the Company.

“Reference Treasury Dealer” means each of (i) BNP Paribas Securities Corp., RBC Capital Markets, LLC and TD Securities (USA) LLC and (ii) a Primary Treasury Dealer (as defined below) selected by each of MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and U.S. Bancorp Investments, Inc., or their respective affiliates or successors, each of which is a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”); provided, however, that if any of the foregoing or their affiliates or successors shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.

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“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date for the 2029 Bonds, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such Redemption Date.

“Treasury Rate” means, with respect to any Redemption Date for the 2029 Bonds, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated by the Company on the third business day preceding the Redemption Date.

So long as the 2029 Bonds are registered in the name of DTC, its nominee or a successor depositary, if the Company elects to redeem less than all of the 2029 Bonds, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in the 2029 Bonds to be redeemed. At all other times, the Trustee shall draw by lot, in such manner as it deems appropriate, the particular 2029 Bonds, or portions of them, to be redeemed.

Notwithstanding the provisions of Article VIII of the Original Indenture, any notice of redemption pursuant to this Section 3(b) hereof may state that the redemption will be conditional upon the Trustee receiving sufficient funds to pay the principal, premium, if any, and interest on the 2029 Bonds to be redeemed on the Redemption Date and that if the Trustee does not receive such funds, the redemption notice will not apply, and the Company will not be required to redeem such 2029 Bonds. In the event of any such redemption, the Company will notify the Trustee of its election at least 15 days prior to the Redemption Date. The Company will provide the Trustee a reasonably detailed computation of the 2029 Bonds Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).

Any notice of redemption pursuant to this Section 3(b) hereof shall be delivered or given by mail not less than 10 nor more than 90 days prior to the Redemption Date to the holders of the 2029 Bonds to be redeemed (which, as long as the 2029 Bonds are held in the book-entry only system, will be the Depositary, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the 2029 Bonds so called for redemption.

(c)       The 2029 Bonds shall also be redeemable, as a whole but not in part, at the 2029 Bonds Make-Whole Redemption Price in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all series, the Redemption Date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Indenture as a first lien shall be released from the lien of the Indenture pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event.

In the event of any redemption pursuant to this Section 3(c) hereof, the Company has agreed that before any such Redemption Date, the Company will deposit with the Trustee a sum of money equal to the 2029 Bonds Make-Whole Redemption Price.

Any notice of redemption pursuant to this Section 3(c) hereof shall be delivered or given by mail not less than 30 nor more than 90 days prior to the Redemption Date to the holders of 2029 Bonds to be redeemed (which, as long as the 2029 Bonds are held in the book-entry only system, will be the Depositary, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the 2029 Bonds so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the 2029 Bonds Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).

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(d)       The 2029 Bonds of the several denominations are exchangeable for a like aggregate principal amount of other 2029 Bonds of other authorized denominations. Notwithstanding the provisions of Section 2.03 of the Original Indenture, for any exchange of the 2029 Bonds for other 2029 Bonds of different authorized denominations, or for any transfer of 2029 Bonds, the Company may require the payment of a sum sufficient to reimburse it for any tax or other governmental charge incident thereto only. The 2029 Bonds may be presented for transfer or exchange at the corporate trust office of the Trustee in New York, New York.

B. FORM OF THE NEW SERIES BONDS

The New Series Bonds shall be substantially in the following form, with such inclusions, omissions, and variations as the Board of Directors of the Company may determine in accordance with the provisions of the Indenture:

[FORM OF THE NEW SERIES BONDS]

[Insert applicable depositary legend or legends, which initially shall be the following:

THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO DUKE ENERGY FLORIDA, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS FIRST MORTGAGE BOND, 2.50% SERIES DUE 2029 MAY, UNDER CONDITIONS PROVIDED IN THE INDENTURE, BE EXCHANGED FOR FIRST MORTGAGE BONDS, 2.50% SERIES DUE 2029 IN THE FORM OF DEFINITIVE CERTIFICATES OF LIKE TENOR AND OF AN EQUAL AGGREGATE PRINCIPAL AMOUNT, IN AUTHORIZED DENOMINATIONS, REGISTERED IN THE NAMES OF SUCH PERSONS AS THE DEPOSITARY SHALL INSTRUCT THE TRUSTEE. ANY SUCH EXCHANGE SHALL BE MADE UPON RECEIPT BY THE TRUSTEE OF AN OFFICERS’ CERTIFICATE THEREFOR AND A WRITTEN INSTRUCTION FROM THE DEPOSITARY SETTING FORTH THE NAME OR NAMES IN WHICH THE TRUSTEE IS TO REGISTER SUCH FIRST MORTGAGE BONDS, 2.50% SERIES DUE 2029 IN THE FORM OF DEFINITIVE CERTIFICATES.]

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REGISTERED BOND CUSIP No.

DUKE ENERGY FLORIDA, LLC

(Organized under the laws of the State of Florida)

FIRST MORTGAGE BOND,
2.50% SERIES DUE 2029

DUE DECEMBER 1, 2029

No. $

DUKE ENERGY FLORIDA, LLC, a limited liability company of the State of Florida (hereinafter called the Company), for value received, hereby promises to pay to                    or registered assigns, on December 1, 2029 at the office or agency of the Company in the Borough of Manhattan, The City of New York,                    Dollars ($                  ) in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and to pay interest thereon, semi-annually on June 1 and December 1 of each year, commencing June 1, 2020, to the person in whose name this bond is registered at the close of business on the record date for the applicable interest payment date, which will be (i) the close of business on the business day immediately preceding such interest payment date so long as all of the Bonds of this Series (as hereinafter defined) remain in book-entry only form or (ii) the tenth calendar day immediately preceding such interest payment date if any of the Bonds of this Series do not remain in book-entry only form, in each case, subject to certain exceptions provided in the Mortgage hereinafter mentioned), at the rate of 2.50% per annum, at said office or agency in like coin or currency, from the date hereof until this bond shall mature, according to its terms or on prior redemption or by declaration or otherwise, and at the highest rate of interest borne by any of the bonds outstanding under the Mortgage hereinafter mentioned from such date of maturity until this bond shall be paid or the payment hereof shall have been duly provided for; provided, however, that payment of interest may be made at the option of the Company by check mailed by the Company or its affiliate to the person entitled thereto at his registered address. If a due date for the payment of interest, principal, or the Redemption Price, if applicable, falls on a day that is not a business day, then the payment will be made on the next succeeding business day, and no interest will accrue on the amounts payable for the period from and after the original due date and until the next business day. The term “business day” means any day other than a Saturday or Sunday or day on which banking institutions in The City of New York are required or authorized to close.

Additional provisions of this bond are set forth on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth at this place.

This bond shall not become valid or obligatory for any purpose until The Bank of New York Mellon, or its successor as Trustee under the Mortgage, shall have signed the certificate of authentication endorsed hereon.

IN WITNESS WHEREOF, DUKE ENERGY FLORIDA, LLC has caused this bond to be signed in its name by its President or one of its Vice Presidents by his signature or a facsimile thereof, and its company seal, or a facsimile thereof, to be affixed hereto and attested by its Secretary or one of its Assistant Secretaries by his signature or a facsimile thereof.

Dated: November             , 2019

DUKE ENERGY FLORIDA, LLC

By:

Name:

Title:

[SEAL]

Attest:

Name:

Title:

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TRUSTEE’S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.

THE BANK OF NEW YORK MELLON

By:

Name:

Title:

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[TEXT APPEARING ON REVERSE SIDE OF BOND]

DUKE ENERGY FLORIDA, LLC

FIRST MORTGAGE BOND
2.50% SERIES DUE 2029
DUE DECEMBER 1, 2029

This bond is one of an issue of bonds of the Company (herein referred to as the bonds), not limited in principal amount except as provided in the Mortgage hereinafter mentioned, issuable in series, which different series may mature at different times, may bear interest at different rates, and may otherwise vary as provided in the Mortgage hereinafter mentioned, and is one of a series known as its First Mortgage Bonds, 2.50% Series due 2029 (herein referred to as the “Bonds of this Series”), all bonds of all series issued and to be issued under and equally and ratably secured (except insofar as any sinking or analogous fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by an Indenture dated as of January 1, 1944 (the “Original Indenture” and herein, together with all indentures supplemental thereto including the Fifty-Sixth Supplemental Indenture dated as of November 1, 2019 (the “Fifty- Sixth Supplemental Indenture”) between the Company and The Bank of New York Mellon, as Trustee, called the “Mortgage”), to which reference is made for the nature and extent of the security, the rights of the holders of bonds and of the Company in respect thereof, the rights, duties and immunities of the Trustee, and the terms and conditions upon which the bonds are, and are to be, issued and secured. The Mortgage contains provisions permitting the holders of not less than seventy-five per centum (75%) in principal amount of all the bonds at the time outstanding, determined and evidenced as provided in the Mortgage, or in case the rights under the Mortgage of the holders of bonds of one or more, but less than all, of the series of bonds outstanding shall be affected, the holders of not less than seventy-five per centum (75%) in principal amount of the bonds at the time outstanding of all series affected, determined and evidenced as provided in the Mortgage, on behalf of the holders of all the bonds to waive any past default under the Mortgage and its consequences except a completed default, as defined in the Mortgage, in respect of the payment of the principal of or interest on any bond or default arising from the creation of any lien ranking prior to or equal with the lien of the Mortgage on any of the mortgaged and pledged property. The Mortgage also contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than seventy-five per centum (75%) in principal amount of all the bonds at the time outstanding, determined and evidenced as provided in the Mortgage, or in case the rights under the Mortgage of the holders of bonds of one or more, but less than all, of the series of bonds outstanding shall be affected, then with the consent of the holders of not less than seventy-five per centum (75%) in principal amount of the bonds at the time outstanding of all series affected, determined and evidenced as provided in the Mortgage, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Mortgage or modifying in any manner the rights of the holders of the bonds and coupons; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any bonds, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, without the express consent of the holder of each bond so affected, or (ii) reduce the aforesaid percentage of bonds, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all bonds then outstanding, or (iii) permit the creation of any lien ranking prior to or equal with the lien of the Mortgage on any of the mortgaged and pledged property, or (iv) deprive the holder of any outstanding bond of the lien of the Mortgage on any of the mortgaged and pledged property. Any such waiver or consent by the registered holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond, irrespective of whether or not any notation of such waiver or consent is made upon this bond. No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this bond at the time and place and at the rate and in the coin or currency herein prescribed.

The Bonds of this Series are issuable in denominations of Two Thousand Dollars ($2,000) and any integral multiple of One Thousand Dollars ($1,000) above that amount and are exchangeable for a like aggregate principal amount of Bonds of this Series of other authorized denominations. This bond is transferable as prescribed in the Mortgage by the registered holder hereof in person, or by his duly authorized attorney, at the office or agency of the Company in said Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, and upon payment, if the Company shall require it, of the transfer charges prescribed in the Fifty-Sixth Supplemental Indenture hereinabove referred to, and thereupon a new fully registered bond or bonds of authorized denominations of the same series and for the same aggregate principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustee, any paying agent and any bond registrar may deem and treat the person in whose name this bond is registered as the absolute owner hereof, whether or not this bond shall be overdue, for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustee nor any paying agent nor any bond registrar shall be affected by any notice to the contrary.

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Optional Redemption

At any time before September 1, 2029 (the “Par Call Date”), the Bonds of this Series shall be redeemable, in whole or in part and from time to time, at the option of the Company, on any date (a “Redemption Date”), at a redemption price (the “Make-Whole Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Bonds of this Series being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Bonds of this series being redeemed that would be due if the Bonds of this series matured on the Par Call Date (exclusive of interest accrued to such Redemption Date), discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, such Redemption Date.

At any time on or after the Par Call Date, the Bonds of this Series shall be redeemable, in whole or in part and from time to time, at the option of the Company, at a redemption price (together with any Make-Whole Redemption Price, each a “Redemption Price”) equal to 100% of the principal amount of the Bonds of this Series being redeemed plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, such Redemption Date.

For purposes of the second immediately preceding paragraph, the following terms have the following meanings:

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Bonds of this Series to be redeemed (assuming, for this purpose, that the Bond of this series matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Bonds of this Series.

“Comparable Treasury Price” means, with respect to any Redemption Date for the Bonds of this Series, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four of such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations as determined by the Company.

“Quotation Agent” means a Reference Treasury Dealer appointed by the Company.

“Reference Treasury Dealer” means each of (i) BNP Paribas Securities Corp., RBC Capital Markets, LLC and TD Securities (USA) LLC and (ii) a Primary Treasury Dealer (as defined below) selected by each of MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and U.S. Bancorp Investments, Inc., or their respective affiliates or successors, each of which is a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”); provided, however, that if any of the foregoing or their affiliates or successors shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date for the Bonds of this Series, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such Redemption Date.

14

“Treasury Rate” means, with respect to any Redemption Date for the Bonds of this Series, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated by the Company on the third business day preceding the Redemption Date.

So long as the Bonds of this Series are registered in the name of DTC, its nominee or a successor depositary, if the Company elects to redeem less than all of the Bonds of this Series, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in the Bonds of this Series to be redeemed. At all other times, the Trustee shall draw by lot, in such manner as it deems appropriate, the particular Bonds of this Series, or portions of them, to be redeemed.

Notwithstanding the provisions of Article VIII of the Original Indenture, any notice of redemption as described under “Optional Redemption” may state that the redemption will be conditional upon the Trustee receiving sufficient funds to pay the principal, premium, if any, and interest on the Bonds of this Series to be redeemed on the Redemption Date and that if the Trustee does not receive such funds, the redemption notice will not apply, and the Company will not be required to redeem such Bonds of this Series. In the event of any such redemption, the Company will notify the Trustee of its election at least 15 days prior to the Redemption Date. The Company will provide the Trustee a reasonably detailed computation of the Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).

Any notice of redemption as described under “Optional Redemption” shall be delivered or given by mail not less than 10 nor more than 90 days prior to the Redemption Date to the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the Bonds of this Series so called for redemption.

Special Optional Redemption

The Bonds of this Series shall also be redeemable, as a whole but not in part, at the Make-Whole Redemption Price in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all series, the Redemption Date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event.

In the event of any redemption as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Date, the Company will deposit with the Trustee a sum of money equal to the Make-Whole Redemption Price.

Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given by mail not less than 30 nor more than 90 days prior to the Redemption Date to the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the Bonds of this Series so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).

15

Miscellaneous

The Mortgage provides that if the Company shall deposit with The Bank of New York Mellon or its successor as Trustee in trust for the purpose funds sufficient to pay the principal of all the bonds of any series, or such of the bonds of any series as have been or are to be called for redemption (including any portions, constituting $1,000 or an integral multiple thereof, of fully registered bonds), and premium, if any, thereon, and all interest payable on such bonds (or portions) to the date on which they become due and payable at maturity or upon redemption or otherwise, and complies with the other provisions of the Mortgage in respect thereof, then from the date of such deposit such bonds (or portions) shall no longer be secured by the lien of the Mortgage.

The Mortgage provides that, upon any partial redemption of a fully registered bond, upon surrender thereof endorsed for transfer, new bonds of the same series and of authorized denominations in principal amount equal to the unredeemed portion of such fully registered bond will be delivered in exchange therefor.

The principal hereof may be declared or may become due prior to the express date of the maturity hereof on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided.

No recourse shall be had for the payment of the principal of, the Redemption Price, if applicable, or interest on this bond, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Mortgage or under or upon any obligation, covenant or agreement contained in the Mortgage, against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director, as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any predecessor or successor corporation under any present or future rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the holder and owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

C. INTEREST ON THE NEW SERIES BONDS

Interest on any New Series Bond which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that bond (or one or more predecessor bonds) is registered at the close of business on the Regular Record Date for such interest specified in the provisions of this Supplemental Indenture. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months.

Any interest on any New Series Bond which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant Regular Record Date solely by virtue of such holder having been such holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Subsection A or B below:

A.The Company may elect to make payment of any Defaulted Interest on the New Series Bonds to the persons in whose names such bonds (or their respective predecessor bonds) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner (a “Special Record Date”). The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each bond and the date of the proposed payment (which date shall be such as will enable the Trustee to comply with the next sentence hereof), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this Subsection provided and not to be deemed part of the trust estate or trust moneys. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each holder of a bond of the New Series Bonds at the address as it appears in the bond register not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion in the name and at the expense of the Company, cause a similar notice to be published at least once in a newspaper approved by the Company in each place of payment of the New Series Bonds, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the New Series Bonds (or their respective predecessor bonds) are registered on such Special Record Date and shall no longer be payable pursuant to the following Subsection B.

16

B.The Company may make payment of any Defaulted Interest on the New Series Bonds in any other lawful manner not inconsistent with the requirements of any securities exchange on which such bonds may be listed and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Subsection, such payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each New Series Bond delivered under this Supplemental Indenture upon transfer of or in exchange for or in lieu of any other New Series Bonds shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other bond and each such bond shall bear interest from such date, that neither gain nor loss in interest shall result from such transfer, exchange or substitution.

ARTICLE II 

ADDITIONAL COVENANTS

The Company hereby covenants as follows:

Section 1.  That it will, prior to or simultaneously with the initial authentication and delivery by the Trustee of the New Series Bonds under Section 4.03 of the Original Indenture, deliver to the Trustee the instruments required by said Section.

Section 2. That, so long as any of the New Series Bonds shall be outstanding, it will not declare or pay any dividends (except a dividend in its own common stock) upon its common stock, or make any other distribution (by way of purchase, or otherwise) to the holders thereof, except a payment or distribution out of net income of the Company subsequent to December 31, 1943; and that it will not permit any subsidiary of the Company to purchase any shares of common stock of the Company. The terms (i) “dividend” shall be interpreted so as to include distributions and (ii) “common stock” and “shares of common stock” shall be interpreted so as to include membership interests.

For the purpose of this Section, net income of the Company shall be determined by regarding as charges or credits to income, as the case may be, any and all charges or credits to earned surplus subsequent to December 31, 1943, representing adjustments on account of excessive or deficient accruals to income for taxes, and operating expenses shall include all proper charges for the maintenance and repairs of the property owned by the Company and appropriations out of income for the retirement or depreciation of the property used in its electric business in an amount of not less than the amount of the minimum provision for depreciation determined as provided in clause (5) of paragraph A of Section 1.05 of the Original Indenture.

17

article III

SUNDRY PROVISIONS

Section 1. This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture, and shall form a part thereof and all of the provisions contained in the Original Indenture in respect to the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect hereof as fully and with like effect as if set forth herein in full. The Trustee agrees to accept and act upon instructions or directions pursuant to this Supplemental Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Company shall provide to the Trustee an incumbency certificate listing designated persons authorized to provide such instructions, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee e-mail or facsimile instructions pursuant to this Supplemental Indenture (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling in the absence of manifest error. Subject to Sections 14.02 and 14.03 of the Indenture, the Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding whether such instructions conflict or are inconsistent with a subsequent written instruction. Subject to Sections 14.02 and 14.03 of the Indenture, the Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee pursuant to this Supplemental Indenture, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

Section 2. This Supplemental Indenture may be simultaneously executed in any number of counterparts, and all of said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.

Section 3. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or of the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely.

Section 4. Although this Supplemental Indenture is dated for convenience and for purposes of reference as of November 1, 2019, the actual dates of execution by the Company and by the Trustee are as indicated by the respective acknowledgments hereto annexed.

[signature page follows]

18

IN WITNESS WHEREOF, DUKE ENERGY FLORIDA, LLC has caused this Supplemental Indenture to be signed in its name and behalf by its Assistant Treasurer, and its company seal to be hereunto affixed and attested by its Assistant Secretary, and THE BANK OF NEW YORK MELLON has caused this Supplemental Indenture to be signed and sealed in its name and behalf by a Vice President, and its company seal to be attested by a Vice President, all as of the day and year first above written.

DUKE ENERGY FLORIDA, LLC
By:	/s/ John L. Sullivan, III
	John L. Sullivan, III, Assistant Treasurer
	299 First Avenue North
	St. Petersburg, Florida 33701

[SEAL]

Attest:

/s/ Robert T. Lucas III

Robert T. Lucas III, Assistant Secretary

299 First Avenue North

St. Petersburg, Florida 33701

Signed, sealed and delivered by said

DUKE ENERGY FLORIDA, LLC

in the presence of:

/s/ Aloma M. Felder

Aloma M. Felder

/s/ Jenny Pattana

Jenny Pattana

[Company’s Signature Page of Fifty-Sixth Supplemental Indenture] 

THE BANK OF NEW YORK MELLON, as Trustee
By:	/S/ Latoya S. Elvin
	Latoya S. Elvin, Vice President
	385 Rifle Camp Road, 3rd Floor
	Woodland Park, NJ 07424

[SEAL]

Attest:

/s/ John D. Bowman

John D. Bowman, Vice President

385 Rifle Camp Road, 3rd Floor

Woodland Park, NJ 07424

Signed, sealed and delivered by said

THE BANK OF NEW YORK MELLON

in the presence of:

/s/ Janet Russo

Janet Russo

/s/ Brett Anderson

Brett Anderson

[Trustee’s Signature Page of Fifty-Sixth Supplemental Indenture]

STATE OF NORTH CAROLINA )

SS:

COUNTY OF MECKLENBURG )

Before me, the undersigned, a notary public in and for the State and County aforesaid, an officer duly authorized to take acknowledgments of deeds and other instruments, personally appeared John L. Sullivan, III, Assistant Treasurer of DUKE ENERGY FLORIDA, LLC, a limited liability company, the limited liability company party of the first part in and to the above written instrument, and also personally appeared before me Robert T. Lucas III, Assistant Secretary of the said limited liability company; such persons being severally personally known to me, who did take an oath and are known by me to be the same individuals who as such Assistant Treasurer and as such Assistant Secretary executed the above written instrument on behalf of said limited liability company; and he, the said Assistant Treasurer, acknowledged that as such Assistant Treasurer, he subscribed the said company name to said instrument on behalf and by authority of said limited liability company, and he, the said Assistant Secretary, acknowledged that he affixed the seal of said limited liability company to said instrument and attested the same by subscribing his name as Assistant Secretary of said limited liability company, by authority and on behalf of said limited liability company, and each of the two persons above named acknowledged that, being informed of the contents of said instrument, they, as such Assistant Treasurer and Assistant Secretary, delivered said instrument by authority and on behalf of said limited liability company and that all such acts were done freely and voluntarily and for the uses and purposes in said instrument set forth and that such instrument is the free act and deed of said limited liability company; and each of said persons further acknowledged and declared that he/she knows the seal of said limited liability company, and that the seal affixed to said instrument is the company seal of the limited liability company aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 26^th day of November, 2019 at Charlotte in the State and County aforesaid.

	/s/ Phoebe P. Elliot
	Phoebe P. Elliott
	Notary Public, State of North Carolina
	My commission expires: June 26, 2021
[NOTARIAL SEAL]

STATE OF NEW JERSEY )

SS:

COUNTY OF PASSAIC )

Before me, the undersigned, a notary public in and for the State of New York, an officer duly authorized to take acknowledgments of deeds and other instruments, personally appeared Latoya S. Elvin, Vice President (the “Executing Vice President”) of THE BANK OF NEW YORK MELLON, a New York banking corporation, the corporate party of the second part in and to the above written instrument, and also personally appeared before me John D. Bowman, Vice President (the “Attesting Vice President”) of the said corporation; said persons being severally personally known to me, who did take an oath and are known by me to be the same individuals who as such Executing Vice President and as such Attesting Vice President executed the above written instrument on behalf of said corporation; and she, the said Executing Vice President, acknowledged that as such Executing Vice President she subscribed the said corporate name to said instrument and affixed the seal of said corporation to said instrument on behalf and by authority of said corporation, and he, the said Attesting Vice President, acknowledged that he attested the same by subscribing his name as Vice President of said corporation, by authority and on behalf of said corporation, and each of the two persons above named acknowledged that, being informed of the contents of said instrument, they, as such Executing Vice President and Attesting Vice President, delivered said instrument by authority and on behalf of said corporation and that all such acts were done freely and voluntarily and for the uses and purposes in said instrument set forth and that such instrument is the free act and deed of said corporation, and each of said persons further acknowledged and declared that he knows the seal of said corporation, and that the seal affixed to said instrument is the corporate seal of the Company aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 22^nd day of November, 2019, at Woodland Park, in the State and County aforesaid.

	/s/ Rosemarie Socorro-Garcia
	Rosemarie Socorro-Garcia
	Notary Public, State of New Jersey
	My Commission Expires December 5, 2021
[NOTARIAL SEAL]

EXHIBIT A

Recording Information

ORIGINAL INDENTURE dated January 1, 1944

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	02/25/44		121		172
Bay	10/20/47		59		18
Brevard	10/30/91		3157		3297
Citrus	02/25/44		18		1
Columbia	02/25/44		42		175
Dixie	02/25/44		3		127
Flagler	10/30/91		456		288
Franklin	02/25/44		0		83
Gadsden	02/26/44		A-6		175
Gilchrist	02/25/44		5		60
Gulf	02/26/44		6		193
Hamilton	02/25/44		42		69
Hardee	02/25/44		23		1
Hernando	02/25/44		90		1
Highlands	02/25/44		48		357
Hillsborough	02/25/44		662		105
Jackson	02/26/44		370		1
Jefferson	07/02/51		25		1
Lafayette	02/25/44		22		465
Lake	02/25/44		93		1
Leon	02/25/44		41		1
Levy	02/25/44		3		160
Liberty	02/25/44		“H”		116
Madison	07/02/51		61		86
Marion	02/25/44		103		1
Orange	02/25/44		297		375
Osceola	02/25/44		20		1
Pasco	02/25/44		39		449
Pinellas	02/26/44		566		1
Polk	02/25/44		666		305
Seminole	02/25/44		65		147
Sumter	02/25/44		25		1
Suwanee	02/25/44		58		425
Taylor	07/03/51		36		1
Volusia	02/25/44		135		156
Wakulla	02/25/44		14		1

STATE OF GEORGIA

County	Date of Recordation	Book		Page
Cook	02/25/44		24		1
Echols	02/25/44		A-1		300
Lowndes	02/25/44		5-0		1

A-1

SUPPLEMENTAL INDENTURE (First) dated July 1, 1946

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	11/12/46		166		1
Bay	10/20/47		59		1
Brevard	10/30/91		3157		3590
Citrus	11/12/46		17		362
Columbia	11/12/46		49		283
Dixie	11/14/46		3		357
Flagler	10/30/91		456		579
Franklin	11/13/46		“P”		80
Gadsden	11/13/46		A-9		148
Gilchrist	11/14/46		7		120
Gulf	11/13/46		10		313
Hamilton	11/12/46		40		371
Hardee	11/12/46		24		575
Hernando	11/14/46		99		201
Highlands	11/12/46		55		303
Hillsborough	11/06/46		95		375
Jackson	11/13/46		399		1
Jefferson	07/02/51		25		287
Lafayette	11/14/46		23		156
Lake	11/13/46		107		209
Leon	11/13/46		55		481
Levy	11/14/46		4		133
Liberty	11/13/46		“H”		420
Madison	07/02/51		61		373
Marion	11/12/46		110		1
Orange	11/12/46		338		379
Osceola	11/12/46		20		164
Pasco	11/14/46		44		169
Pinellas	11/06/46		632		161
Polk	11/12/46		744		511
Seminole	11/13/46		74		431
Sumter	11/13/46		25		467
Suwanee	11/12/46		63		316
Taylor	07/03/51		36		145
Volusia	11/13/46		158		203
Wakulla	11/13/36		14		299

A-2

SUPPLEMENTAL INDENTURE (Second) dated November 1, 1948

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	01/08/49		196		287
Bay	01/10/49		64		395
Brevard	10/30/91		3157		3607
Citrus	01/13/49		18		414
Columbia	01/08/49		55		493
Dixie	01/10/49		4		201
Flagler	10/30/91		456		601
Franklin	01/10/49		“Q”		1
Gadsden	01/10/49		A-13		157
Gilchrist	01/08/49		6		274
Gulf	01/10/49		13		74
Hamilton	01/10/49		44		1
Hardee	01/08/49		28		110
Hernando	01/08/49		109		448
Highlands	01/08/49		61		398
Hillsborough	01/13/49		810		452
Jackson	01/10/49		400		563
Jefferson	07/02/51		25		320
Lafayette	01/10/49		25		210
Lake	01/08/49		119		555
Leon	01/10/49		82		303
Levy	01/08/49		5		242
Liberty	01/08/49		“H”		587
Madison	07/02/51		61		407
Marion	01/11/49		122		172
Orange	01/08/49		388		604
Osceola	01/08/49		25		104
Pasco	01/08/49		47		549
Pinellas	01/05/49		716		11
Polk	01/07/49		807		411
Seminole	01/06/49		84		389
Sumter	01/08/49		28		41
Suwanee	01/08/49		69		150
Taylor	07/03/51		36		162
Volusia	01/06/49		192		167
Wakulla	01/10/49		16		1

A-3

SUPPLEMENTAL INDENTURE (Third) dated July 1, 1951

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	08/02/51		234		340
Bay	08/03/51		93		155
Brevard	10/30/91		3157		3630
Citrus	07/30/51		20		251
Columbia	08/02/51		66		503
Dixie	08/02/51		5		271
Flagler	10/30/91		456		624
Franklin	08/03/51		“Q”		522
Gadsden	08/03/51		A-19		271
Gilchrist	08/02/51		7		422
Gulf	08/03/51		16		59
Hamilton	08/03/51		51		347
Hardee	08/02/51		32		1
Hernando	08/02/51		118		537
Highlands	08/02/51		69		344
Hillsborough	08/02/51		927		174
Jefferson	08/03/51		25		359
Lafayette	08/03/51		27		305
Lake	07/31/51		139		323
Leon	08/02/51		113		465
Levy	08/02/51		7		211
Liberty	07/25/51		1		232
Madison	08/07/51		62		1
Marion	08/02/51		142		143
Orange	08/07/51		460		60
Osceola	08/02/51		31		385
Pasco	08/10/51		56		1
Pinellas	08/02/51		847		301
Polk	08/01/51		899		539
Seminole	08/07/51		100		403
Sumter	08/02/51		32		345
Suwanee	08/02/51		76		413
Taylor	08/07/51		36		182
Volusia	08/07/51		245		393
Wakulla	08/03/51		17		259

STATE OF GEORGIA

County	Date of Recordation	Book		Page
Cook	08/08/51		35		566
Echols	08/02/51		A-3		521
Lowndes	08/04/51		7-E		188

A-4

FOURTH SUPPLEMENTAL INDENTURE November 1, 1952

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	12/31/52		256		288
Bay	01/01/53		104		571
Brevard	10/30/91		3157		3663
Citrus	12/31/52		22		321
Columbia	12/31/52		72		521
Dixie	12/31/52		6		135
Flagler	10/31/91		456		657
Franklin	12/31/52		R		477
Gadsden	12/31/52		A-22		511
Gilchrist	12/31/52		9		124
Gulf	01/02/53		17		7
Hamilton	12/31/52		54		293
Hardee	12/31/52		33		433
Hernando	12/31/52		125		361
Highlands	01/02/53		74		131
Hillsborough	12/29/52		993		545
Jefferson	12/31/52		27		1
Lafayette	12/31/52		28		445
Lake	01/02/53		150		343
Leon	12/31/52		130		1
Levy	12/31/52		8		362
Liberty	01/09/53		1		462
Madison	01/02/53		65		134
Marion	01/02/53		153		434
Orange	12/31/52		505		358
Osceola	12/31/52		36		145
Pasco	01/02/53		61		563
Pinellas	12/29/52		926		561
Polk	01/12/53		974		177
Seminole	01/02/53		111		41
Sumter	12/31/52		35		441
Suwanee	01/02/53		82		27
Taylor	12/31/52		37		325
Volusia	01/10/53		278		107
Wakulla	01/02/53		18		383

STATE OF GEORGIA

County	Date of Recordation	Book		Page
Cook	01/01/53		39		95
Echols	01/01/53		A-4		110
Lowndes	12/31/52		7-0		540

A-5

FIFTH SUPPLEMENTAL INDENTURE November 1, 1953

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	12/29/53		271		24
Bay	01/01/54		115		505
Brevard	10/30/91		3157		3690
Citrus	12/28/53		2		73
Columbia	12/28/53		7		3
Dixie	12/23/53		6		466
Flagler	10/30/91		456		684
Franklin	12/28/53		1		447
Gadsden	12/24/53		A-26		251
Gilchrist	12/23/53		9		317
Gulf	12/28/53		11		229
Hamilton	12/28/53		58		220
Hardee	12/23/53		35		518
Hernando	12/23/53		130		409
Highlands	12/29/53		78		1
Hillsborough	01/04/54		1050		229
Jefferson	12/29/53		28		91
Lafayette	12/24/53		30		16
Lake	12/23/53		160		189
Leon	12/23/53		144		268
Levy	12/23/53		9		368
Liberty	01/06/54		J		40
Madison	12/26/53		67		381
Marion	12/28/53		168		179
Orange	12/24/53		541		253
Osceola	12/24/53		39		42
Pasco	12/23/53		67		1
Pinellas	12/22/53		988		333
Polk	01/05/54		1021		473
Seminole	12/29/53		118		535
Sumter	12/28/53		37		466
Suwanee	12/28/53		85		346
Taylor	12/24/53		43		225
Volusia	12/24/53		303		454
Wakulla	12/30/53		19		380

STATE OF GEORGIA

County	Date of Recordation	Book		Page
Cook	01/15/54		39		437
Echols	01/15/54		A-4		418
Lowndes	12/29/53		7-X		235

A-6

SIXTH SUPPLEMENTAL INDENTURE dated July 1, 1954

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	11/19/54		286		129
Bay	11/22/54		125		502
Brevard	10/30/91		3157		3719
Citrus	11/19/54		9		525
Columbia	11/20/54		17		479
Dixie	11/19/54		7		299
Flagler	10/30/91		456		713
Franklin	11/19/54		5		465
Gadsden	11/20/54		A-29		411
Gilchrist	11/19/54		9		530
Gulf	11/22/54		19		284
Hamilton	11/22/54		59		425
Hardee	11/19/54		37		307
Hernando	11/19/54		7		335
Highlands	11/19/54		82		403
Hillsborough	11/26/54		1116		164
Jefferson	11/19/54		29		17
Lafayette	11/19/54		31		138
Lake	11/19/54		170		225
Leon	11/19/54		159		209
Levy	11/19/54		10		523
Liberty	11/30/54		“J”		215
Madison	11/20/54		69		483
Marion	11/20/54		181		573
Orange	11/23/54		578		123
Osceola	11/20/54		42		216
Pasco	11/22/54		15		568
Pinellas	11/18/54		1046		507
Polk	11/23/54		1068		22
Seminole	11/19/54		28		374
Sumter	11/30/54		40		81
Suwanee	11/23/54		89		1
Taylor	11/20/54		45		377
Volusia	11/23/54		327		538
Wakulla	11/19/54		20		445

STATE OF GEORGIA

County	Date of Recordation	Book		Page
Cook	11/20/54		55		385
Echols	11/20/54		5		86
Lowndes	11/20/54		3		387

A-7

SEVENTH SUPPLEMENTAL INDENTURE dated July 1, 1956

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	07/27/56		320		309
Bay	07/27/56		145		395
Brevard	10/30/91		3157		3746
Citrus	07/25/56		28		403
Columbia	07/26/56		38		279
Dixie	07/30/56		9		1
Flagler	10/30/91		456		740
Franklin	07/27/56		16		392
Gadsden	07/26/56		A-36		100
Gilchrist	07/31/56		11		289
Gulf	08/02/56		23		475
Hamilton	07/27/56		11		79
Hardee	07/31/56		43		1
Hernando	07/26/56		21		88
Highlands	07/31/56		11		571
Hillsborough	08/06/56		1260		125
Jefferson	07/25/56		30		295
Lafayette	07/25/56		33		117
Lake	07/26/56		189		613
Leon	07/25/56		190		301
Levy	07/30/56		14		13
Liberty	07/31/56		“J”		531
Madison	07/26/56		74		12
Marion	07/26/56		208		223
Orange	07/27/56		126		165
Osceola	07/26/56		49		1
Pasco	08/02/56		51		353
Pinellas	07/24/56		1168		481
Polk	08/20/56		1180		30
Seminole	07/27/56		90		5
Sumter	08/02/56		43		523
Suwanee	07/26/56		96		67
Taylor	07/25/56		52		451
Volusia	07/26/56		384		195
Wakulla	07/25/56		22		281

STATE OF GEORGIA

County	Date of Recordation	Book		Page
Cook	07/26/56		48		36
Echols	07/26/56		5		401
Lowndes	07/25/56		22		419

A-8

EIGHTH SUPPLEMENTAL INDENTURE dated July 1, 1958

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	07/23/58		20		227
Bay	08/05/58		170		295
Brevard	10/30/91		3157		3785
Citrus	07/24/58		55		336
Columbia	07/23/58		66		365
Dixie	07/22/58		11		166
Flagler	10/30/91		456		779
Franklin	07/22/58		29		248
Gadsden	07/23/58		9		48
Gilchrist	07/22/58		12		341
Gulf	07/24/58		29		40
Hamilton	07/22/58		23		1
Hardee	07/22/58		49		451
Hernando	07/25/58		39		358
Highlands	07/29/58		50		514
Hillsborough	07/29/58		111		108
Jefferson	07/23/58		33		19
Lafayette	07/23/58		35		120
Lake	07/31/58		56		297
Leon	07/23/58		216		129
Levy	07/22/58		18		63
Liberty	07/24/58		“K”		413
Madison	07/23/58		78		310
Marion	07/29/58		237		447
Orange	07/23/58		403		300
Osceola	07/23/58		26		462
Pasco	07/25/58		96		455
Pinellas	07/24/58		381		683
Polk	07/24/58		165		452
Seminole	07/23/58		178		26
Sumter	08/01/58		5		66
Suwanee	07/23/58		102		360
Taylor	07/22/58		4		254
Volusia	07/23/58		129		244
Wakulla	07/25/58		24		375

A-9

NINTH SUPPLEMENTAL INDENTURE dated October 1, 1960

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	11/23/60		119		158
Bay	11/25/60		28		411
Brevard	10/30/91		3157		3822
Citrus	12/01/60		93		370
Columbia	11/17/60		105		133
Dixie	11/16/60		13		331
Flagler	10/30/91		456		816
Franklin	11/17/60		49		375
Gadsden	11/17/60		29		655
Gilchrist	11/16/60		1		473
Gulf	11/21/60		5		409
Hamilton	11/18/60		37		171
Hardee	11/17/60		60		76
Hernando	11/16/60		65		688
Highlands	11/18/60		108		421
Hillsborough	11/23/60		629		675
Jefferson	11/18/60		8		290
Lafayette	11/16/60		38		185
Lake	11/21/60		141		619
Leon	11/23/60		254		479
Levy	11/16/60		23		537
Liberty	11/17/60		“M”		525
Madison	11/22/60		11		153
Marion	11/18/60		54		420
Orange	11/22/60		817		569
Osceola	11/16/60		68		410
Pasco	11/21/60		158		530
Pinellas	11/16/60		1036		239
Polk	11/18/60		440		179
Seminole	11/21/60		332		203
Sumter	11/30/60		25		318
Suwanee	11/17/60		111		282
Taylor	11/18/60		21		626
Volusia	11/21/60		330		281
Wakulla	11/21/60		28		185

A-10

TENTH SUPPLEMENTAL INDENTURE dated May 1, 1962

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	06/07/62		188		123
Bay	06/15/62		70		173
Brevard	10/30/91		3157		3858
Citrus	06/08/62		120		221
Columbia	06/05/62		130		187
Dixie	06/05/62		15		36
Flagler	10/30/91		456		852
Franklin	06/06/62		58		333
Gadsden	06/05/62		45		493
Gilchrist	06/05/62		7		261
Gulf	06/06/62		14		147
Hamilton	06/05/62		46		407
Hardee	06/05/62		16		449
Hernando	06/05/62		82		326
Highlands	06/11/62		148		617
Hillsborough	06/11/62		949		738
Jefferson	06/05/62		13		606
Lafayette	06/08/62		39		385
Lake	06/06/62		204		1
Leon	06/11/62		48		49
Levy	06/05/62		27		574
Liberty	06/06/62		0		214
Madison	06/05/62		20		76
Marion	06/15/62		112		412
Orange	06/06/62		1060		464
Osceola	06/05/62		90		389
Pasco	06/08/62		202		457
Pinellas	06/01/62		1438		571
Polk	06/14/62		605		696
Seminole	06/13/62		408		102
Sumter	06/13/62		40		85
Suwanee	06/05/62		116		273
Taylor	06/05/62		34		330
Volusia	06/20/62		456		46
Wakulla	06/11/62		31		349

A-11

ELEVENTH SUPPLEMENTAL INDENTURE dated April 1, 1965

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	05/21/65		324		610
Bay	05/28/65		158		231
Brevard	10/30/91		3157		3894
Citrus	05/13/65		179		485
Columbia	05/17/65		184		314
Dixie	05/13/65		6		485
Flagler	10/30/91		456		888
Franklin	05/19/65		72		497
Gadsden	05/18/65		73		410
Gilchrist	05/13/65		17		11
Gulf	05/18/65		24		717
Hamilton	05/13/65		63		327
Hardee	05/13/65		47		377
Hernando	05/13/65		112		236
Highlands	05/21/65		232		421
Hillsborough	05/12/65		1448		57
Jefferson	05/14/65		23		198
Lafayette	05/13/65		1		687
Lake	05/19/65		287		74
Leon	05/21/65		178		48
Levy	05/21/65		34		519
Liberty	05/14/65		6		1
Madison	05/14/65		34		399
Marion	05/24/65		228		528
Orange	05/25/65		1445		830
Osceola	05/18/65		132		351
Pasco	05/13/65		291		437
Pinellas	05/12/65		2154		77
Polk	05/17/65		929		371
Seminole	05/19/65		535		241
Sumter	05/14/65		68		83
Suwanee	05/17/65		24		673
Taylor	05/17/65		56		129
Volusia	05/19/65		708		531
Wakulla	05/17/65		8		6

A-12

TWELFTH SUPPLEMENTAL INDENTURE dated November 1, 1965

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	12/10/65		355		229
Bay	12/20/65		174		619
Brevard	10/30/91		3157		3931
Citrus	12/22/65		192		309
Columbia	12/10/65		194		338
Dixie	12/10/65		9		42
Flagler	10/30/91		456		925
Franklin	12/13/65		76		249
Gadsden	12/10/65		78		606
Gilchrist	12/10/65		19		447
Gulf	12/10/65		26		692
Hamilton	12/10/65		66		303
Hardee	12/10/65		53		426
Hernando	12/13/65		118		441
Highlands	12/20/65		248		20
Hillsborough	12/17/65		1548		603
Jefferson	12/10/65		24		595
Lafayette	12/10/65		2		671
Lake	12/20/65		301		528
Leon	12/20/65		205		170
Levy	12/20/65		36		184
Liberty	12/10/65		6		477
Madison	12/11/65		36		806
Marion	12/27/65		254		153
Orange	12/10/65		1499		785
Osceola	12/10/65		140		445
Pasco	12/13/65		312		19
Pinellas	12/09/65		2283		186
Polk	12/20/65		984		641
Seminole	12/22/65		559		591
Sumter	12/14/65		73		283
Suwanee	12/14/65		30		218
Taylor	12/10/65		59		361
Volusia	12/10/65		755		174
Wakulla	12/20/65		9		390

A-13

THIRTEENTH SUPPLEMENTAL INDENTURE dated August 1, 1967

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	08/22/67		458		347
Bay	08/28/67		223		457
Brevard	10/30/91		3157		3964
Citrus	08/28/67		218		756
Columbia	08/22/67		225		304
Dixie	08/22/67		15		367
Flagler	10/30/91		456		962
Franklin	08/28/67		83		556
Gadsden	08/23/67		96		29
Gilchrist	08/22/67		25		131
Gulf	08/22/67		33		618
Hamilton	08/23/67		76		465
Hardee	08/22/67		71		366
Hernando	08/28/67		137		646
Highlands	08/30/67		288		585
Hillsborough	08/28/67		1795		635
Jefferson	08/23/67		30		662
Lafayette	08/22/67		5		694
Lake	08/25/67		342		196
Leon	08/30/67		280		594
Levy	08/28/67		41		262
Liberty	08/23/67		10		90
Madison	08/23/67		44		606
Marion	09/01/67		324		444
Orange	08/24/67		1660		421
Osceola	08/22/67		164		335
Pasco	08/28/67		370		728
Pinellas	08/21/67		2659		498
Polk	09/06/67		1108		900
Seminole	08/31/67		628		506
Sumter	09/06/67		87		602
Suwanee	08/23/67		47		228
Taylor	08/24/67		67		782
Volusia	08/24/67		964		254
Wakulla	08/31/67		14		755

A-14

FOURTEENTH SUPPLEMENTAL INDENTURE dated November 1, 1968

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	12/06/68		543		198
Bay	12/18/68		262		487
Brevard	10/30/91		3157		3984
Citrus	12/09/68		239		487
Columbia	12/09/68		242		397
Dixie	12/09/68		20		109
Flagler	10/30/91		456		983
Franklin	12/06/68		88		538
Gadsden	12/12/68		110		7
Gilchrist	12/06/68		29		281
Gulf	12/09/68		38		359
Hamilton	12/06/68		82		245
Hardee	12/06/68		83		221
Hernando	12/09/68		164		395
Highlands	12/11/68		319		390
Hillsborough	12/19/68		1977		890
Jefferson	12/09/68		35		32
Lafayette	12/06/68		9		170
Lake	12/06/68		371		438
Leon	12/19/68		342		572
Levy	12/09/68		44		215
Liberty	12/09/68		12		41
Madison	12/09/68		49		627
Marion	12/20/68		375		12
Orange	12/06/68		1785		837
Osceola	12/06/68		183		688
Pasco	12/06/68		423		607
Pinellas	12/06/68		2964		580
Polk	12/10/68		1193		854
Seminole	12/18/68		695		638
Sumter	01/02/69		98		509
Suwanee	12/06/68		60		50
Taylor	12/09/68		73		494
Volusia	12/09/68		1060		466
Wakulla	12/19/68		18		593

A-15

FIFTEENTH SUPPLEMENTAL INDENTURE dated August 1, 1969

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	08/26/69		592		206
Bay	09/03/69		283		513
Brevard	10/30/91		3157		4002
Citrus	08/26/69		251		437
Columbia	09/05/69		251		586
Dixie	08/26/69		21		705
Flagler	10/30/91		456		1001
Franklin	08/26/69		92		363
Gadsden	08/26/69		116		723
Gilchrist	09/04/69		31		539
Gulf	08/26/69		41		23
Hamilton	08/26/69		85		292
Hardee	08/26/69		91		19
Hernando	09/03/69		191		745
Highlands	09/05/69		339		90
Hillsborough	09/03/69		2073		501
Jefferson	08/26/69		37		193
Lafayette	08/26/69		12		235
Lake	09/11/69		389		148
Leon	09/05/69		377		548
Levy	08/26/69		6		348
Liberty	08/29/69		12		680
Madison	08/26/69		52		263
Marion	09/08/69		399		668
Orange	08/27/69		1867		156
Osceola	09/03/69		192		726
Pasco	08/26/69		459		315
Pinellas	08/26/69		3149		131
Polk	09/04/69		1241		971
Seminole	09/05/69		740		500
Sumter	09/05/69		104		504
Suwanee	08/26/69		66		489
Taylor	08/26/69		77		44
Volusia	08/26/69		1123		577
Wakulla	09/05/69		21		231

A-16

SIXTEENTH SUPPLEMENTAL INDENTURE dated February 1, 1970

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	03/13/70		625		297
Bay	03/23/70		298		539
Brevard	10/30/91		3157		4019
Citrus	03/16/70		261		729
Columbia	03/13/70		257		622
Dixie	03/13/70		23		107
Flagler	10/30/91		456		1019
Franklin	03/13/70		94		507
Gadsden	03/13/70		121		571
Gilchrist	03/20/70		33		449
Gulf	03/16/70		43		244
Hamilton	03/14/70		87		291
Hardee	03/16/70		97		225
Hernando	03/20/70		212		536
Highlands	03/20/70		352		25
Hillsborough	03/20/70		2146		824
Jefferson	03/13/70		38		643
Lafayette	03/16/70		14		42
Lake	03/13/70		400		545
Leon	04/02/70		406		203
Levy	03/20/70		11		150
Liberty	03/13/70		13		494
Madison	03/13/70		54		152
Marion	03/20/70		419		113
Orange	03/20/70		1927		853
Osceola	03/13/70		199		282
Pasco	03/13/70		487		207
Pinellas	03/23/70		3294		582
Polk	03/27/70		1278		4
Seminole	03/20/70		771		384
Sumter	03/27/70		109		1
Suwanee	03/13/70		71		61
Taylor	03/16/70		79		282
Volusia	03/13/70		1183		353
Wakulla	03/24/70		23		36

A-17

SEVENTEENTH SUPPLEMENTAL INDENTURE dated November 1, 1970

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	12/15/70		678		70
	01/08/71		682		405B
Bay	01/11/71		321		565
Brevard	10/30/91		3157		4030
Citrus	01/07/71		277		324
Columbia	12/16/70		266		25
	01/07/71		266		351
Dixie	01/07/71		25		246
Flagler	10/30/91		456		1030
Franklin	12/15/70		98		171
	01/18/71		98		472
Gadsden	01/07/71		128		705
Gilchrist	01/13/71		36		5
Gulf	12/16/70		46		132
Hamilton	12/16/70		90		201
	01/08/71		90		325
Hardee	12/16/70		106		109
	01/07/71		107		15
Hernando	12/16/70		246		299
	01/13/71		252		715
Highlands	01/11/71		372		79
Hillsborough	01/11/71		2261		308
Jefferson	12/16/70		41		467
Lafayette	01/06/71		16		144
Lake	01/12/71		421		742
Leon	01/14/71		449		244
Levy	01/11/71		18		65
Liberty	12/16/70		14		535
Madison	01/07/71		56		911
Marion	01/11/71		449		33
Orange	01/11/71		2021		24
Osceola	01/29/71		212		353
Pasco	01/08/71		524		86
Pinellas	01/14/71		3467		449
Polk	01/14/71		1331		880
Seminole	01/11/71		819		223
Sumter	01/11/71		115		308
Suwanee	12/17/70		77		82
Taylor	12/17/70		83		53
Volusia	01/11/71		1257		142
Wakulla	01/12/71		26		175

A-18

EIGHTEENTH SUPPLEMENTAL INDENTURE dated October 1, 1971

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	11/17/71		755		116
Bay	11/09/71		351		33
Brevard	10/30/91		3157		4062
Citrus	11/16/71		296		490
Columbia	11/15/71		278		597
Dixie	11/09/71		31		23
Flagler	10/30/91		456		1062
Franklin	11/09/71		103		278
Gadsden	11/10/71		138		360
Gilchrist	11/16/71		39		92
Gulf	11/11/71		49		107
Hamilton	11/09/71		93		538
Hardee	11/09/71		119		63
Hernando	11/17/71		280		1
Highlands	11/16/71		393		578
Hillsborough	11/17/71		2393		263
Jefferson	11/11/71		45		135
Lafayette	11/09/71		19		91
Lake	11/16/71		447		834
Leon	11/12/71		496		190
Levy	11/16/71		26		748
Liberty	11/10/71		16		108
Madison	11/11/71		61		220
Marion	11/16/71		487		239
Orange	11/18/71		2144		179
Osceola	11/10/71		229		360
Pasco	11/12/71		569		344
Pinellas	11/09/71		3659		630
Polk	11/16/71		1400		1
Seminole	11/16/71		892		460
Sumter	11/09/71		123		457
Suwanee	11/12/71		86		28
Taylor	11/09/71		87		706
Volusia	11/09/71		1352		118
Wakulla	11/16/71		30		218

A-19

NINETEENTH SUPPLEMENTAL INDENTURE dated June 1, 1971

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	07/31/72		797		81
Bay	07/31/72		378		483
Brevard	10/30/91		3157		4079
Citrus	08/01/72		314		557
Columbia	07/31/72		290		418
Dixie	07/31/72		35		44
Flagler	10/30/91		456		1079
Franklin	07/31/72		107		442
Gadsden	07/31/72		147		296
Gilchrist	07/31/72		41		148
Gulf	07/31/72		51		371
Hamilton	07/31/72		96		573
Hardee	07/31/72		130		35
Hernando	07/31/72		295		702
Highlands	07/31/72		409		578
Hillsborough	07/31/72		2518		15
Jefferson	07/31/72		48		389
Lafayette	08/04/72		22		70
Lake	08/02/72		474		134
Leon	08/02/72		537		763
Levy	08/02/72		35		5
Liberty	08/03/72		17		319
Madison	08/03/72		65		120
Marion	08/02/72		521		427
Orange	08/03/72		2259		950
Osceola	08/02/72		245		626
Pasco	08/03/72		619		487
Pinellas	08/02/72		3846		454
Polk	08/02/72		1467		276
Seminole	08/03/72		948		1035
Sumter	08/02/72		131		348
Suwanee	08/02/72		93		785
Taylor	08/03/72		92		198
Volusia	08/02/72		1456		420
Wakulla	08/03/72		33		147

A-20

TWENTIETH SUPPLEMENTAL INDENTURE dated November 1, 1972

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	01/22/73		818		709
Bay	01/22/73		400		226
Brevard	10/30/91		3157		4096
Citrus	01/22/73		328		152
Columbia	01/22/73		298		244
Dixie	01/22/73		38		92
Flagler	10/30/91		456		1096
Franklin	01/22/73		110		446
Gadsden	01/22/73		154		117
Gilchrist	01/22/73		42		685
Gulf	01/22/73		52		813
Hamilton	01/22/73		99		270
Hardee	01/22/73		138		88
Hernando	01/22/73		306		325
Highlands	01/22/73		422		5
Hillsborough	01/22/73		2612		659
Jefferson	01/23/73		50		632
Lafayette	01/22/73		23		338
Lake	01/22/73		492		696
Leon	01/25/73		567		238
Levy	01/22/73		40		755
Liberty	01/23/73		18		51
Madison	01/23/73		67		413
Marion	01/22/73		546		125
Orange	01/22/73		2345		569
Osceola	01/24/73		256		564
Pasco	01/22/73		654		281
Pinellas	01/23/73		3980		788
Polk	01/24/73		1514		854
Seminole	01/22/73		136		696
Sumter	01/22/73		136		696
Suwanee	01/22/73		98		583
Taylor	01/22/73		95		99
Volusia	01/22/73		1533		327
Wakulla	01/26/73		35		266

A-21

TWENTY-FIRST SUPPLEMENTAL INDENTURE dated June 1, 1973

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	08/30/73		850		668
Bay	08/30/73		431		401
Brevard	10/30/91		3157		4126
Citrus	08/31/73		349		609
Columbia	08/30/73		309		245
Dixie	08/30/73		41		473
Flagler	10/30/91		456		1126
Franklin	08/31/73		115		120
Gadsden	08/31/73		164		90
Gilchrist	08/31/73		45		387
Gulf	09/04/73		54		736
Hamilton	09/04/73		104		250
Hardee	08/31/73		149		295
Hernando	08/31/73		321		479
Highlands	08/31/73		442		961
Hillsborough	08/31/73		2740		278
Jefferson	08/31/73		54		591
Lafayette	09/07/73		26		73
Lake	08/31/73		520		70
Leon	09/06/73		609		543
Levy	09/05/73		50		741
Liberty	08/31/73		19		111
Madison	08/31/73		71		22
Marion	09/04/73		585		491
Orange	09/07/73		2448		1009
Osceola	09/06/73		272		204
Pasco	09/04/73		707		613
Pinellas	08/31/73		4073		767
Polk	08/31/73		1550		1341
Seminole	09/04/73		993		0048
Sumter	08/31/73		144		265
Suwanee	09/04/73		106		192
Taylor	08/31/73		99		444
Volusia	08/31/73		1647		440
Wakulla	08/31/73		38		458

A-22

TWENTY-SECOND SUPPLEMENTAL INDENTURE dated December 1, 1973

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	02/28/74		876		74
Bay	02/28/74		457		572
Brevard	10/30/91		3157		4155
Citrus	03/18/74		365		200
Columbia	03/01/74		319		179
Dixie	02/28/74		44		149
Flagler	10/30/91		456		1155
Franklin	03/01/74		119		14
Gadsden	03/01/74		171		264
Gilchrist	02/28/74		48		25
Gulf	03/01/74		56		427
Hamilton	03/01/74		109		89
Hardee	02/28/74		158		140
Hernando	02/28/74		333		455
Highlands	02/28/74		458		394
Hillsborough	02/28/74		2842		642
Jefferson	03/01/74		58		5
Lafayette	03/01/74		28		34
Lake	03/04/74		540		77
Leon	03/01/74		638		672
Levy	02/28/74		57		769
Liberty	03/01/74		20		54
Madison	03/01/74		73		545
Marion	02/28/74		617		19
Orange	02/28/74		2504		1707
Osceola	03/01/74		284		344
Pasco	03/01/74		739		1360
Pinellas	02/28/74		4141		1397
Polk	02/28/74		1578		1983
Seminole	03/04/74		1010		1601
Sumter	03/01/74		150		278
Suwanee	03/04/74		111		766
Taylor	03/04/74		102		694
Volusia	03/04/74		1712		645
Wakulla	03/05/74		40		626

A-23

TWENTY-THIRD SUPPLEMENTAL INDENTURE dated October 1, 1976

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	11/29/76		1035		716
Bay	11/29/76		600		687
Brevard	10/30/91		3157		4184
Citrus	12/08/76		448		668
Columbia	12/03/76		370		898
Dixie	11/29/76		56		160
Flagler	10/30/91		456		1184
Franklin	11/29/76		136		420
Gadsden	12/06/76		219		533
Gilchrist	11/30/76		62		464
Gulf	11/30/76		68		753
Hamilton	11/30/76		131		855
Hardee	11/29/76		212		10
Hernando	12/03/76		397		623
Highlands	11/29/76		535		951
Hillsborough	11/29/76		3181		1281
Jefferson	11/29/76		75		198
Lafayette	11/29/76		36		422
Lake	12/06/76		620		66
Leon	11/30/76		823		723
Levy	11/29/76		98		32
Liberty	11/29/76		25		104
Madison	12/06/76		89		124
Marion	12/08/76		779		258
Orange	12/06/76		2745		889
Osceola	11/30/76		345		524
Pasco	12/03/76		867		1165
Pinellas	12/03/76		4484		1651
Polk	11/29/76		1720		2000
Seminole	12/06/76		1105		1137
Sumter	11/30/76		181		97
Suwanee	11/29/76		146		437
Taylor	11/30/76		123		111
Volusia	12/06/76		1872		1438
Wakulla	12/07/76		53		837

A-24

TWENTY-FOURTH SUPPLEMENTAL INDENTURE dated April 1, 1979

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	06/11/79		1212		956
Bay	06/12/79		734		343
Brevard	10/30/91		3157		4212
Citrus	06/12/79		538		1687
Columbia	06/14/79		429		139
Dixie	06/12/79		68		122
Flagler	10/30/91		456		1212
Franklin	06/13/79		159		186
Gadsden	06/13/79		259		396
Gilchrist	06/12/79		77		260
Gulf	06/14/79		78		174
Hamilton	06/12/79		142		859
Hardee	06/12/79		245		558
Hernando	06/12/79		443		17
Highlands	06/13/79		620		77
Hillsborough	06/12/79		3523		1162
Jefferson	06/13/79		93		685
Lafayette	06/13/79		44		496
Lake	06/12/79		678		266
Leon	06/15/79		931		526
Levy	06/12/79		141		163
Liberty	06/13/79		30		394
Madison	06/13/79		108		655
Marion	06/13/79		976		451
Orange	06/13/79		3018		812
Osceola	06/12/79		438		115
Pasco	06/14/79		1013		126
Pinellas	06/12/79		4867		291
Polk	06/12/79		1881		2012
Seminole	06/12/79		1228		606
Sumter	06/12/79		216		642
Suwanee	06/12/79		184		514
Taylor	06/13/79		145		686
Volusia	06/12/79		2082		1430
Wakulla	06/13/79		69		884

A-25

TWENTY-FIFTH SUPPLEMENTAL INDENTURE dated April 1, 1980

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	07/25/80		1290		319
Bay	07/25/80		794		596
Brevard	10/30/91		3157		4238
Citrus	07/28/80		560		2030
Columbia	07/24/80		451		126
Dixie	07/24/80		73		220
Flagler	10/30/91		456		1238
Franklin	07/28/80		169		589
Gadsden	07/25/80		275		649
Gilchrist	07/24/80		84		551
Gulf	07/28/80		82		290
Hamilton	07/25/80		148		774
Hardee	07/25/80		257		823
Hernando	07/24/80		465		441
Highlands	07/29/80		658		523
Hillsborough	07/24/80		3684		411
Jefferson	07/25/80		101		387
Lafayette	07/24/80		47		586
Lake	07/24/80		705		977
Leon	07/25/80		966		426
Levy	07/25/80		161		478
Liberty	07/25/80		32		981
Madison	07/28/80		117		572
Marion	07/28/80		1027		1141
Orange	07/25/80		3127		1401
Osceola	07/30/80		489		198
Pasco	07/25/80		1077		1362
Pinellas	06/24/80		5038		2013
Polk	07/25/80		1956		1808
Seminole	07/28/80		1288		1105
Sumter	07/25/80		233		598
Suwanee	07/29/80		200		618
Taylor	07/28/80		156		740
Volusia	07/25/80		2185		587
Wakulla	07/28/80		76		879

A-26

TWENTY-SIXTH SUPPLEMENTAL INDENTURE dated November 1, 1980

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	01/27/81		1326		527
Bay	01/26/81		823		570
Brevard	10/30/91		3157		4267
Citrus	01/28/81		570		1391
Columbia	01/27/81		461		435
Dixie	01/23/81		75		785
Flagler	10/30/91		456		1267
Franklin	01/27/81		174		320
Gadsden	01/26/81		282		356
Gilchrist	01/23/81		87		484
Gulf	01/26/81		84		307
Hamilton	01/26/81		151		44
Hardee	01/27/81		264		214
Hernando	01/26/81		476		916
Highlands	01/26/81		676		12
Hillsborough	01/26/81		3760		1223
Jefferson	01/26/81		104		658
Lafayette	01/27/81		49		175
Lake	01/27/81		717		2439
Leon	01/30/81		983		1982
Levy	01/26/81		169		716
Liberty	01/26/81		33		875
Madison	01/27/81		121		535
Marion	01/26/81		1051		47
Orange	01/26/81		3167		2388
Osceola	01/28/81		512		78
Pasco	01/26/81		1108		1247
Pinellas	12/31/80		5128		1781
Polk	01/27/81		1994		436
Seminole	01/27/81		1317		775
Sumter	01/26/81		241		211
Suwanee	01/27/81		209		696
Taylor	01/26/81		161		461
Volusia	01/26/81		2236		1396
Wakulla	01/26/81		79		837

A-27

TWENTY-SEVENTH SUPPLEMENTAL INDENTURE dated November 15, 1980

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	02/10/81		1328		880
Bay	02/10/81		825		667
Brevard	10/30/91		3157		4295
Citrus	02/13/81		571		1236
Columbia	02/09/81		462		275
Dixie	02/09/81		76		147
Flagler	10/30/91		456		1295
Franklin	02/11/81		174		590
Gadsden	02/11/81		283		105
Gilchrist	02/13/81		88		100
Gulf	02/17/81		84		561
Hamilton	02/11/81		151		256
Hardee	02/11/81		264		618
Hernando	02/10/81		477		904
Highlands	02/11/81		677		519
Hillsborough	02/10/81		3766		35
Jefferson	02/12/81		105		318
Lafayette	02/10/81		49		299
Lake	02/10/81		718		2428
Leon	02/18/81		985		1655
Levy	02/12/81		170		567
Liberty	02/12/81		34		94
Madison	02/11/81		122		47
Marion	02/10/81		1052		1660
Orange	02/11/81		3171		1797
Osceola	02/13/81		514		336
Pasco	02/10/81		1111		307
Pinellas	02/10/81		5147		951
Polk	02/11/81		1997		527
Seminole	02/11/81		1319		1660
Sumter	02/11/81		241		746
Suwanee	02/11/81		210		652
Taylor	02/11/81		161		793
Volusia	02/10/81		2241		333
Wakulla	02/11/81		80		188

A-28

TWENTY-EIGHTH SUPPLEMENTAL INDENTURE dated May 1, 1981

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	06/08/81		1351		161
Bay	07/20/81		853		623
Brevard	10/30/91		3157		4321
Citrus	06/08/81		578		919
Columbia	06/08/81		469		507
Dixie	06/09/81		78		172
Flagler	10/30/91		456		1321
Franklin	06/10/81		178		166
Gadsden	06/08/81		286		1847
Gilchrist	06/05/81		90		526
Gulf	06/09/81		85		881
Hamilton	06/08/81		152		776
Hardee	06/05/81		267		797
Hernando	06/05/81		484		1645
Highlands	06/05/81		689		338
Hillsborough	06/05/81		3814		700
Jefferson	06/09/81		107		352
Lafayette	06/05/81		50		758
Lake	06/08/81		727		209
Leon	06/08/81		996		1780
Levy	06/08/81		176		81
Liberty	06/12/81		34		859
Madison	06/08/81		125		615
Marion	06/05/81		1068		1824
Orange	06/08/81		3199		783
Osceola	06/09/81		532		1
Pasco	06/05/81		1132		1007
Pinellas	06/05/81		5201		1902
Polk	06/12/81		2022		642
Seminole	06/08/81		1340		894
Sumter	06/05/81		246		210
Suwanee	06/05/81		217		153
Taylor	06/09/81		165		536
Volusia	06/05/81		2272		1296
Wakulla	06/08/81		82		500

A-29

TWENTY-NINTH SUPPLEMENTAL INDENTURE dated September 1, 1982

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	10/06/82		1440		284
Bay	10/08/82		912		523
Brevard	10/30/91		3157		4348
Citrus	10/07/82		604		1403
Columbia	10/06/82		498		260
Dixie	10/07/82		85		2
Flagler	10/30/91		456		1348
Franklin	10/11/82		191		239
Gadsden	10/08/82		297		266
Gilchrist	10/07/82		98		657
Gulf	10/07/82		91		125
Hamilton	10/06/82		159		396
Hardee	10/07/82		281		339
Hernando	10/06/82		510		1386
Highlands	10/08/82		733		571
Hillsborough	10/06/82		4009		985
Jefferson	10/08/82		115		766
Lafayette	0/06/82		55		163
Lake	10/08/82		759		836
Leon	10/07/82		1041		20
Levy	10/06/82		198		511
Liberty	10/07/82		38		218
Madison	10/07/82		136		685
Marion	10/06/82		1128		717
Orange	10/07/82		3316		738
Osceola	10/11/82		606		68
Pasco	10/06/82		1212		1279
Pinellas	10/07/82		5411		1407
Polk	10/07/82		2110		93
Seminole	10/06/82		1416		535
Sumter	10/06/82		263		631
Suwanee	10/06/82		238		524
Taylor	10/07/82		178		879
Volusia	10/06/82		2391		1879
Wakulla	10/07/82		91		306

A-30

THIRTIETH SUPPLEMENTAL INDENTURE dated October 1, 1982

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	12/02/82		1450		90
Bay	12/06/82		916		1538
Brevard	10/30/91		3157		4364
Citrus	12/03/82		607		1034
Columbia	12/06/82		501		729
Dixie	12/06/82		86		49
Flagler	10/30/91		456		1364
Franklin	12/07/82		192		448
Gadsden	12/06/82		298		608
Gilchrist	12/03/82		100		18
Gulf	12/07/82		91		744
Hamilton	12/06/82		160		118
Hardee	12/08/82		283		11
Hernando	12/03/82		513		992
Highlands	12/07/82		738		221
Hillsborough	12/03/82		4033		293
Jefferson	12/06/82		117		9
Lafayette	12/06/82		55		444
Lake	12/03/82		763		19
Leon	12/07/82		1047		812
Levy	12/06/82		201		136
Liberty	12/08/82		38		547
Madison	12/07/82		137		808
Marion	12/07/82		1135		1015
Orange	12/06/82		3330		2301
Osceola	12/09/82		615		721
Pasco	12/06/82		1222		1592
Pinellas	11/23/82		5434		229
Polk	12/08/82		2121		118
Seminole	12/06/82		1425		1476
Sumter	12/06/82		265		768
Suwanee	12/07/82		240		699
Taylor	12/06/82		180		189
Volusia	12/06/82		2406		460
Wakulla	12/06/82		92		272

A-31

THIRTY-FIRST SUPPLEMENTAL INDENTURE dated November 1, 1991

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	12/05/91		1836		2215
Bay	12/04/91		1347		1335
Brevard	12/05/91		3165		1204
Citrus	12/04/91		917		725
Columbia	12/04/91		753		1847
Dixie	12/09/91		156		90
Flagler	12/04/91		458		1266
Franklin	12/04/91		364		11
Gadsden	12/04/91		386		1240
Gilchrist	12/09/91		182		573
Gulf	12/04/91		148		72
Hamilton	12/04/91		294		236
Hardee	12/04/91		420		322
Hernando	12/03/91		843		1139
Highlands	12/03/91		1161		1860
Hillsborough	12/04/91		6449		1412
Jefferson	12/04/91		225		39
Lafayette	12/05/91		87		430
Lake	12/04/91		1138		1083
Leon	12/04/91		1530		452
Levy	12/05/91		446		454
Liberty	12/04/91		68		508
Madison	12/04/91		258		173
Marion	12/04/91		1787		161
Orange	12/06/91		4352		22
Osceola	12/05/91		1042		587
Pasco	12/03/91		2071		503
Pinellas	11/13/91		7731		740
Polk	12/06/91		3041		1252
Seminole	12/05/91		2364		1942
Sumter	12/03/91		443		254
Suwanee	12/05/91		423		515
Taylor	12/04/91		296		232
Volusia	12/09/91		3712		968
Wakulla	12/05/91		185		524

A-32

THIRTY-SECOND SUPPLEMENTAL INDENTURE dated December 1, 1992

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	12/30/92		1888		2338
Bay	12/30/92		1410		42
Brevard	12/29/92		3256		2503
Citrus	12/29/92		965		231
Columbia	12/30/92		769		532
Dixie	12/30/92		165		484
Flagler	12/30/92		480		212
Franklin	12/30/92		399		1
Gadsden	12/30/92		399		1762
Gilchrist	12/30/92		194		693
Gulf	01/06/93		157		343
Hamilton	12/29/92		314		215
Hardee	12/31/92		439		211
Hernando	12/29/92		894		688
Highlands	12/29/92		1200		1665
Hillsborough	12/30/92		6838		810
Jefferson	12/30/92		250		196
Lafayette	12/30/92		92		129
Lake	12/30/92		1203		323
Leon	01/07/93		1611		2296
Levy	12/29/92		479		312
Liberty	12/30/92		73		427
Madison	12/30/92		292		205
Marion	12/29/92		1888		1815
Orange	12/30/92		4506		2985
Osceola	12/31/92		1102		2325
Pasco	12/29/92		3101		950
Pinellas	12/15/92		8120		1705
Polk	12/31/92		3185		899
Seminole	12/29/92		2525		1408
Sumter	12/29/92		471		468
Suwanee	12/29/92		449		469
Taylor	01/21/93		313		221
Volusia	12/30/92		3797		1647
Wakulla	12/31/92		204		765

A-33

THIRTY-THIRD SUPPLEMENTAL INDENTURE dated December 1, 1992

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	12/30/92		1888		2426
Bay	12/30/92		1410		130
Brevard	12/29/92		3256		592
Citrus	12/29/92		965		319
Columbia	12/30/92		769		622
Dixie	12/30/92		165		572
Flagler	12/30/92		480		300
Franklin	12/30/92		399		89
Gadsden	12/30/92		399		1850
Gilchrist	12/30/92		195		1
Gulf	01/06/93		157		431
Hamilton	12/29/92		315		1
Hardee	12/31/92		439		299
Hernando	12/29/92		894		776
Highlands	12/29/92		1200		1754
Hillsborough	12/30/92		6838		898
Jefferson	12/30/92		250		285
Lafayette	12/30/92		92		217
Lake	12/30/92		1203		411
Leon	01/07/93		1611		2384
Levy	12/29/92		479		400
Liberty	12/30/92		73		515
Madison	12/30/92		292		293
Marion	12/29/92		1888		1903
Orange	12/30/92		4506		3073
Osceola	12/31/92		1102		2413
Pasco	12/29/92		3101		1038
Pinellas	12/15/92		8120		1795
Polk	12/31/92		3185		987
Seminole	12/29/92		2525		1496
Sumter	12/29/92		471		556
Suwanee	12/29/92		449		595
Taylor	01/21/93		313		309
Volusia	12/30/92		3797		1735
Wakulla	12/31/92		204		853

A-34

THIRTY-FOURTH SUPPLEMENTAL INDENTURE dated February 1, 1993

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	02/23/93		1895		1712
Bay	02/22/93		1418		1202
Brevard	02/22/93		3268		4928
Citrus	03/03/93		972		1372
Columbia	02/23/93		771		1030
Dixie	02/23/93		166		771
Flagler	02/23/93		483		86
Franklin	02/23/93		404		209
Gadsden	02/22/93		402		153
Gilchrist	02/22/93		196		612
Gulf	02/22/93		158		636
Hamilton	02/22/93		317		37
Hardee	02/26/93		442		29
Hernando	02/22/93		901		1009
Highlands	02/23/93		1206		1393
Hillsborough	02/23/93		6891		182
Jefferson	02/23/93		254		267
Lafayette	02/22/93		92		788
Lake	02/22/93		1211		1060
Leon	02/23/93		1621		51
Levy	02/22/93		484		459
Liberty	02/22/93		74		366
Madison	02/22/93		297		50
Marion	03/01/93		1902		1706
Orange	03/01/93		4527		4174
Osceola	02/23/93		1111		2070
Pasco	03/01/93		3118		1205
Pinellas	02/09/93		8173		382
Polk	02/22/93		3203		2186
Seminole	02/22/93		2547		765
Sumter	02/22/93		475		750
Suwanee	02/23/93		454		51
Taylor	02/25/93		314		853
Volusia	02/23/93		3808		3551
Wakulla	02/23/93		207		396

A-35

THIRTY-FIFTH SUPPLEMENTAL INDENTURE dated March 1, 1993

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	03/22/93		1898		2769
Bay	03/23/93		1423		659
Brevard	03/22/93		3275		3473
Citrus	03/22/93		975		1
Columbia	03/24/93		772		1536
Dixie	03/23/93		167		499
Flagler	03/23/93		484		1113
Franklin	03/22/93		407		47
Gadsden	03/22/93		403		66
Gilchrist	03/22/93		197		704
Gulf	03/22/93		159		388
Hamilton	03/22/93		320		1
Hardee	03/22/93		443		137
Hernando	03/22/93		905		480
Highlands	03/22/93		1210		47
Hillsborough	03/22/93		6917		972
Jefferson	03/24/93		257		40
Lafayette	03/23/93		93		218
Lake	03/23/93		1216		1165
Leon	03/23/93		1626		1941
Levy	03/23/93		487		375
Liberty	03/22/93		74		627
Madison	03/22/93		299		211
Marion	03/22/93		1910		738
Orange	03/23/93		4539		2634
Osceola	03/25/93		1115		2511
Pasco	03/22/93		3129		149
Pinellas	03/10/93		8200		2030
Polk	03/22/93		3214		1331
Seminole	03/22/93		2559		1330
Sumter	03/22/93		478		191
Suwanee	03/24/93		456		58
Taylor	03/26/93		316		580
Volusia	03/23/93		3814		4453
Wakulla	03/22/93		208		563

A-36

THIRTY-SIXTH SUPPLEMENTAL INDENTURE dated July 1, 1993

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	08/06/93		1919		2335
Bay	08/09/93		1447		1661
Brevard	08/05/93		3312		2304
Citrus	08/06/93		994		111
Columbia	08/09/93		778		736
Dixie	08/10/93		171		595
Flagler	08/06/93		493		183
Franklin	08/16/93		423		78
Gadsden	08/06/93		407		1440
Gilchrist	08/06/93		202		372
Gulf	08/06/93		162		831
Hamilton	08/06/93		326		301
Hardee	08/06/93		450		623
Hernando	08/09/93		925		1936
Highlands	08/06/93		1225		1608
Hillsborough	08/05/93		7071		222
Jefferson	08/10/93		266		252
Lafayette	08/09/93		95		394
Lake	08/06/93		1241		430
Leon	08/09/93		1660		1955
Levy	08/06/93		500		395
Liberty	08/06/93		76		362
Madison	08/06/93		312		20
Marion	08/06/93		1948		1022
Orange	08/09/93		4602		366
Osceola	08/06/93		1138		832
Pasco	08/05/93		3182		104
Pinellas	07/20/93		8342		522
Polk	08/05/93		3268		1251
Seminole	08/09/93		2627		330
Sumter	08/05/93		489		700
Suwanee	08/09/93		467		488
Taylor	08/06/93		323		490
Volusia	08/06/93		3848		2752
Wakulla	08/06/93		217		104

A-37

THIRTY-SEVENTH SUPPLEMENTAL INDENTURE dated December 1, 1993

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	12/29/93		1942		1768
Bay	12/29/93		1473		1090
Brevard	12/28/93		3353		2186
Citrus	12/29/93		1013		1791
Columbia	12/30/93		784		1174
Dixie	01/04/94		175		744
Flagler	12/30/93		503		269
Franklin	12/30/93		437		69
Gadsden	12/29/93		412		1638
Gilchrist	01/03/94		207		597
Gulf	12/29/93		166		710
Hamilton	12/29/93		334		78
Hardee	12/28/93		458		139
Hernando	12/30/93		947		1037
Highlands	12/29/93		1241		1888
Hillsborough	12/29/93		7235		1829
Jefferson	12/30/93		276		231
Lafayette	12/29/93		97		746
Lake	12/29/93		1267		2229
Leon	12/29/93		1698		1017
Levy	12/30/93		512		733
Liberty	12/29/93		78		291
Madison	12/29/93		324		302
Marion	12/29/93		1990		1962
Orange	12/29/93		4675		2208
Osceola	12/30/93		1163		2641
Pasco	12/29/93		3239		112
Pinellas	12/15/93		8502		2162
Polk	12/28/93		3327		562
Seminole	12/28/93		2703		466
Sumter	12/28/93		502		167	*
Suwanee	12/29/93		478		324
Taylor	12/29/93		330		533
Volusia	12/29/93		3885		2736
Wakulla	12/30/93		224		727

^* Due to a scriveners error, the Thirty-Ninth and Fortieth Supplemental Indentures to the Original Indenture erroneously indicated a page number of 157.

A-38

THIRTY-EIGHTH SUPPLEMENTAL INDENTURE dated July 25, 1994

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	08/08/94		1975		2678
Bay	08/08/94		1516		432
Brevard	08/08/94		3412		3309
Citrus	08/08/94		1044		2108
Columbia	08/08/94		794		188
Dixie	08/11/94		183		3
Flagler	08/08/94		516		1458
Franklin	08/10/94		465		42
Gadsden	08/09/94		422		570
Gilchrist	08/10/94		216		477
Gulf	08/08/94		172		664
Hamilton	08/08/94		347		189
Hardee	08/08/94		471		495
Hernando	09/06/94		983		887
Highlands	08/08/94		1267		791
Hillsborough	08/10/94		7485		745
Jefferson	08/09/94		298		22
Lafayette	08/09/94		101		626
Lake	08/09/94		1311		1274
Leon	08/08/94		1754		594
Levy	08/08/94		533		45
Liberty	08/09/94		81		566
Madison	08/08/94		348		172
Marion	08/10/94		2060		1272
Orange	08/09/94		4779		4850
Osceola	08/08/94		1205		1060
Pasco	08/08/94		3326		1162
Pinellas	07/25/94		8734		1574
Polk	08/08/94		3423		2168
Seminole	08/08/94		2809		131
Sumter	08/08/94		524		256
Suwanee	08/08/94		500		170
Taylor	08/09/94		342		576
Volusia	08/11/94		3942		4371
Wakulla	08/10/94		239		322

A-39

THIRTY-NINTH SUPPLEMENTAL INDENTURE dated July 1, 2001

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	07/16/01		2371		1703
Bay	07/24/01		2052		225
Brevard	07/24/01		4387		206
Citrus	07/16/01		1440		322
Columbia	07/24/01		931		1741
Dixie	07/23/01		262		1
Flagler	07/24/01		758		320
Franklin	07/26/01		671		542
Gadsden	07/23/01		529		134
Gilcrest	07/23/01		2001		3068
Gulf	07/24/01		262		872
Hamilton	07/23/01		504		59
Hardee	07/23/01		614		764
Hernando	07/16/01		1437		619
Highlands	07/16/01		1556		1380
Hillsborough	07/23/01		10952		1626
Jefferson	07/23/01		471		268
Lafayette	07/23/01		169		348
Lake	07/16/01		1974		2275
Leon	07/23/01		2530		74
Levy	07/23/01		752		726
Liberty	07/23/01		124		311
Madison	07/24/01		587		48
Manatee	07/23/01		1692		6974
Marion	07/16/01		2987		1131
Orange	07/16/01		6302		3365
Osceola	07/16/01		1902		1112
Pasco	07/16/01		4667		77
Pinellas	07/13/01		11475		2488
Polk	07/16/01		4751		1
Seminole	07/16/01		4128		170
Sumter	07/16/01		894		40
Suwannee	07/23/01		877		77
Taylor	07/23/01		464		215
Volusia	07/17/01		4714		4356
Wakulla	07/23/01		414		599

A-40

FORTIETH SUPPLEMENTAL INDENTURE dated July 1, 2002

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	07/19/02		2486		439
Bay	07/19/02		2164		520
Brevard	07/01/01		4641		2591
Citrus	07/19/02		1521		2
Columbia	07/19/02		958		500
Dixie	07/19/02		277		1
Flagler	07/24/02		838		776
Franklin	07/24/02		706		23
Gadsden	07/19/02		548		415
Gilchrist*	07/19/02		Instrument Number 2002		3363
Gulf	07/19/02		285		369
Hamilton	07/19/02		530		143
Hardee	07/19/02		630		147
Hernando	07/19/02		1552		745
Highlands	07/19/02		1616		1919
Hillsborough	07/19/02		11790		0680
Jefferson	07/22/02		0492		0001
Lafayette	07/19/02		181		406
Lake	07/22/02		02145		1576
Leon	07/19/02		R2697		01718
Levy	07/19/02		795		531
Liberty	07/19/02		131		454
Madison	07/19/02		627		171
Manatee	07/19/02		1759		970
Marion	07/19/02		3203		0458
Orange	07/23/02		6573		5463
Osceola	07/22/02		2082		1419
Pasco	07/19/02		5012		1362
Pinellas	07/26/02		12128		1700
Polk	07/19/02		5064		0027
Seminole	07/23/02		4468		0429
Sumter	07/19/02		988		512
Suwannee	07/19/02		948		7
Taylor	07/19/02		484		562
Volusia	07/19/02		4898		2002
Wakulla	07/22/02		450		344

* Gilchrist County utilizes an instrument number indexing system rather than a book/page indexing system.

A-41

FORTY-FIRST SUPPLEMENTAL INDENTURE dated February 1, 2003

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	03/10/03		2620		1182
Bay	03/20/03		2252		1616
Brevard	03/10/03		4845		847
Citrus	03/10/03		1580		537
Columbia	03/10/03		976		2505
Dixie	03/10/03		285		654
Flagler	03/10/03		905		1523
Franklin	03/12/03		729		424
Gadsden	03/10/03		561		1091
Gilchrist*	03/10/03		Instrument Number 2003		1224
Gulf	03/10/03		301		432
Hamilton	03/10/03		543		358
Hardee	03/10/03		640		218
Hernando	03/07/03		1636		204
Highlands	03/10/03		1660		726
Hillsborough	03/10/03		12427		1748
Jefferson	03/10/03		507		98
Lafayette	03/10/03		189		107
Lake	03/10/03		2276		2224
Leon	03/11/03		2827		95
Levy	03/10/03		826		208
Liberty	03/11/03		136		479
Madison	03/09/03		653		69
Manatee	03/07/03		1809		6624
Marion	03/10/03		3363		1414
Orange	03/10/03		6820		89
Osceola	03/10/03		2208		1762
Pasco	03/07/03		5267		216
Pinellas	03/06/03		12582		1011
Polk	03/06/03		5289		1762
Seminole	03/10/03		4745		970
Sumter	03/07/03		1052		4
Suwannee	03/10/03		995		83
Taylor	03/10/03		497		542
Volusia	03/10/03		5033		4056
WAkulla	03/10/03		478		79

* Gilchrist County utilizes an instrument number indexing system rather than a book/page indexing system.

A-42

FORTY-SECOND SUPPLEMENTAL INDENTURE dated April 1, 2003

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	05/27/2003		2676		753
Bay	05/27/2003		2283		585
Brevard	06/06/2003		4935		345
Citrus	05/23/2003		1604		305
Columbia	05/23/2003		984		87
Dixie	05/23/2003		289		447
Flagler	05/27/2003		935		151
Franklin	05/27/2003		739		166
Gadsden	05/23/2003		566		840
Gilchrist*	05/23/2003		Instrument Number 200300		2716
Gulf	05/27/2003		307		784
Hamilton	05/23/2003		549		1
Hardee	05/28/2003		644		670
Hernando	05/23/2003		1671		1084
Highlands	05/23/2003		1676		1168
Hillsborough	05/28/2003		12682		320
Jefferson	05/23/2003		512		367
Lafayette	05/23/2003		191		373
Lake	05/22/2003		2324		1507
Leon	05/28/2003		2874		1027
Levy	05/27/2003		837		42
Liberty	05/27/2003		138		218
Madison	05/23/2003		664		225
Manatee	05/28/2003		1831		1979
Marion	05/30/2003		3426		1046
Orange	05/23/2003		6925		2125
Osceola	05/22/2003		2256		2207
Pasco	05/23/2003		5370		1906
Pinellas	05/23/2003		12767		1631
Polk	05/23/2003		5372		1233
Seminole	05/30/2003		4843		1879
Sumter	05/30/2003		1076		307
Suwannee	05/23/2003		1013		263
Taylor	05/28/2003		502		773
Volusia	06/02/2003		5084		4311
Wakulla	05/23/2003		488		388

* Gilchrist County utilizes an instrument number indexing system rather than a book/page indexing system.

A-43

FORTY-THIRD SUPPLEMENTAL INDENTURE dated November 1, 2003

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	12/30/2003		2831		1359
Bay	01/12/2004		2385		484
Brevard	01/08/2004		5166		2137
Citrus	12/29/2003		1675		939
Columbia	12/30/2003		1003		767
Dixie	12/30/2003		300		401
Flagler	12/29/2003		1024		1365
Franklin	12/30/2003		769		78
Gadsden	12/29/2003		580		1923
Gilchrist*	12/30/2003		Instrument Number 2003006		794
Gulf	12/30/2003		327		232
Hamilton	12/29/2003		563		163
Hardee	12/29/2003		656		951
Hernando	12/31/2003		1776		1140
Highlands	12/29/2003		1727		647
Hillsborough	12/31/2003		13433		1463
Jefferson	12/30/2003		530		192
Lafayette	12/30/2003		199		454
Lake	12/30/2003		2478		691
Leon	01/08/2004		3018		255
Levy	01/05/2004		868		897
Liberty	12/30/2003		142		561
Madison	12/30/2003		695		129
Manatee	12/30/2003		1891		3077
Marion	01/05/2004		3610		1489
Orange	12/30/2003		7245		2525
Osceola	01/07/2004		2418		906
Pasco	12/30/2003		5676		531
Pinellas	12/23/2003		13265		2523
Polk	12/29/2003		5624		1278
Seminole	12/30/2003		5149		1458
Sumter	01/06/2004		1156		447
Suwannee	12/30/2003		1065		398
Taylor	12/30/2003		516		670
Volusia	12/29/2003		5232		3126
Wakulla	12/29/2003		518		436

* Gilchrist County utilizes an instrument number indexing system rather than a book/page indexing system.

A-44

FORTY-FOURTH SUPPLEMENTAL INDENTURE dated August 1, 2004

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	09/08/2004		2989		679
Bay	09/20/2004		2503		1164
Brevard	09/10/2004		5358		4062
Citrus	09/08/2004		1761		1476
Columbia	09/08/2004		1025		1081
Dixie	09/08/2004		313		405
Flagler	09/10/2004		1141		1282
Franklin	09/07/2004		811		160
Gadsden	09/09/2004		596		209
Gilchrist*	09/08/2004		Instrument Number 2004004		967
Gulf	09/08/2004		351		826
Hamilton	09/08/2004		579		91
Hardee	09/07/2004		669		579
Hernando	09/09/2004		1897		1207
Highlands	09/07/2004		1787		1955
Hillsborough	09/16/2004		14220		1091
Jefferson	09/08/2004		552		115
Lafayette	09/10/2004		209		329
Lake	09/09/2004		2652		1330
Leon	09/10/2004		3158		1432
Levy	09/08/2004		905		525
Liberty	09/09/2004		148		295
Madison	09/08/2004		728		181
Manatee	09/09/2004		1955		6519
Marion	09/14/2004		3819		714
Orange	09/17/2004		7618		4387
Osceola	09/15/2004		2595		1666
Pasco	09/15/2004		6027		311
Pinellas	09/09/2004		13817		1552
Polk	09/09/2004		5915		905
Seminole	09/14/2004		5450		663
Sumter	09/17/2004		1267		646
Suwannee	09/08/2004		1133		1
Taylor	09/07/2004		532		603
Volusia	09/16/2004		5399		4694
Wakulla	09/08/2004		556		566

* Gilchrist County utilizes an instrument number indexing system rather than a book/page indexing system.

A-45

FORTY-FIFTH SUPPLEMENTAL INDENTURE dated May 1, 2005

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	05/25/2005		3130		992
Bay	05/26/2005		2614		528
Brevard	05/31/2005		5474		4268
Citrus	06/03/2005		1862		2370
Columbia	05/26/2005		1047		766
Dixie	05/27/2005		327		196
Flagler	05/26/2005		1254		1518
Franklin	05/26/2005		853		323
Gadsden	05/26/2005		612		684
Gilchrist*	05/26/2005		Instrument Number 200500		3072
Gulf	05/26/2005		378		613
Hamilton	05/26/2005		594		4
Hardee	05/25/2005		683		104
Hernando	05/27/2005		2032		1078
Highlands	05/25/2005		1856		568
Hillsborough	06/01/2005		15064		90
Jefferson	05/24/2005		565		810
Lafayette	05/27/2005		220		324
Lake	05/26/2005		2843		2013
Leon	05/27/2005		3297		1711
Levy	05/26/2005		948		157
Liberty	05/27/2005		154		54
Madison	05/27/2005		760		251
Manatee	05/27/2005		2024		1257
Marion	06/07/2005		4061		390
Orange	05/24/2005		7983		1610
Osceola	06/09/2005		2802		2269
Pasco	05/27/2005		6391		357
Pinellas	05/23/2005		14330		1811
Polk	05/31/2005		6225		332
Seminole	05/27/2005		5741		1576
Sumter	05/26/2005		1382		1
Suwannee	05/26/2005		1199		54
Taylor	05/27/2005		549		201
Volusia	06/03/2005		5567		2445
Wakulla	05/27/2005		595		778

* Gilchrist County utilizes an instrument number indexing system rather than a book/page indexing system.

A-46

FORTY-SIXTH SUPPLEMENTAL INDENTURE dated September 1, 2007

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	10/15/2007		3691		1036
Bay	10/15/2007		2984		1808
Brevard	10/19/2007		5819		7058
Citrus	10/16/2007		2167		1649
Columbia	10/15/2007		1133		1243
Dixie	10/18/2007		379		107
Flagler	10/16/2007		1620		800
Franklin	10/15/2007		950		1
Gadsden	10/17/2007		681		453
Gilchrist*	10/16/2007		Instrument Number 2007006		252
Gulf	10/18/2007		448		17
Hamilton	10/15/2007		652		1
Hardee*	10/17/2007		Instrument Number 20072500		9084
Hernando	10/15/2007		2499		1518
Highlands	10/16/2007		2103		1577
Hillsborough	10/17/2007		18191		597
Jefferson*	10/19/2007		Instrument Number 20073312		9980
Lafayette	10/16/2007		262		275
Lake	10/16/2007		3524		2021
Leon	10/16/2007		3778		1808
Levy	10/15/2007		1097		616
Liberty	10/15/2007		175		1
Madison	10/15/2007		881		284
Manatee	10/16/2007		2231		362
Marion	10/16/2007		4910		461
Orange	10/17/2007		9473		4445
Osceola	10/15/2007		3578		1571
Pasco	10/16/2007		7663		343
Pinellas	10/11/2007		16013		1452
Polk	10/16/2007		7455		1559
Seminole	11/20/2007		6871		27
Sumter	10/16/2007		1854		167
Suwannee	10/15/2007		1420		130
Taylor	10/15/2007		610		413
Volusia	10/16/2007		6141		278
Wakulla	10/15/2007		731		256

* Gilchrist, Hardee and Jefferson Counties utilize an instrument number indexing system rather than a book/page indexing system.

Surface Transportation Board filing: Document number 27455, recorded on April 7, 2008

A-47

FORTY-SEVENTH SUPPLEMENTAL INDENTURE dated December 1, 2007

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	1/11/2008		3729		1099
Bay	1/11/2008		3012		924
Brevard	1/16/2008		5838		4532
Citrus	1/11/2008		2187		112
Columbia	1/11/2008		1140		1338
Dixie	1/17/2008		383		1
Flagler	1/14/2008		1638		232
Franklin	1/11/2008		956		429
Gadsden	1/15/2008		686		1438
Gilchrist*	1/11/2008		Instrument number 2008000		227
Gulf	1/14/2008		452		419
Hamilton	1/11/2008		656		256
Hardee*	1/10/2008		Instrument number 200825000		197
Hernando	1/11/2008		2525		829
Highlands	1/10/2208		2119		119
Hillsborough	1/14/2008		18375		428
Jefferson*	1/11/2008		Instrument number 200833000		172
Lafayette	1/14/2008		265		337
Lake	1/11/2008		3567		2417
Leon	1/14/2008		3812		243
Levy	1/11/2008		1108		521
Liberty	1/14/2008		176		526
Madison	1/11/2008		891		71
Manatee	1/11/2008		2242		4715
Marion	1/14/2008		4964		518
Orange	2/18/2008		9602		277
Osceola	1/10/2008		3624		1400
Pasco	1/11/2008		7735		1309
Pinellas	1/15/2008		16119		240
Polk	1/14/2008		7530		1569
Seminole	1/14/2008		6907		866
Sumter	1/11/2008		1891		308
Suwannee	1/11/2008		1436		400
Taylor	1/11/2008		615		164
Volusia	1/14/2008		6179		2404
Wakulla	1/11/2008		741		22

* Gilchrest, Hardee and Jefferson Counties utilize an instrument number indexing system rather than a book/page indexing system.

Surface Transportation Board filing: Document number 27455-A, recorded on April 7, 2008

A-48

FORTY-EIGHTH SUPPLEMENTAL INDENTURE dated June 1, 2008

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	6/13/2008		3799		651
Bay	6/30/2008		3063		715
Brevard	7/02/2008		5874		3269
Citrus	6/13/2008		2223		1494
Columbia	6/30/2008		1153		1442
Dixie	7/01/2008		391		1
Flagler	7/01/2008		1669		378
Franklin	6/30/2008		968		373
Gadsden	6/30/2008		696		1067
Gilchrist*	7/03/2008		Instrument number 2008003591
Gulf	6/30/2008		461		1
Hamilton	6/30/2008		665		310
Hardee*	6/27/2008		Instrument number 200825005011
Hernando	6/13/2008		2570		1746
Highlands	6/13/2008		2145		308
Hillsborough	7/02/2008		18729		956
Jefferson*	6/30/2008		Instrument number 200833002125
Lafayette*	7/08/2008		Instrument number 200834001431
Lake	6/13/2008		3640		1530
Leon	6/30/2008		3875		1363
Levy	6/13/2008		1127		115
Liberty	7/07/2008		181		252
Madison	6/30/2008		912		285
Manatee	6/27/2008		2264		7699
Marion	6/13/2008		5051		1339
Orange	6/13/2008		9711		4102
Osceola	6/13/2008		3699		1687
Pasco	6/13/2008		7860		610
Pinellas	6/12/2008		16285		454
Polk	6/13/2008		7653		1238
Seminole	6/13/2008		7011		1530
Sumter	6/13/2008		1961		271
Suwannee	6/30/2008		1470		367
Taylor	6/30/2008		624		665
Volusia	6/13/2008		6243		719
Wakulla	6/30/2008		759		351

* Gilchrest, Hardee, Jefferson and Lafayette Counties utilize an instrument number indexing system rather than a book/page indexing system.

Surface Transportation Board filing: Document number 27455-B, recorded on August 6, 2008

A-49

FORTY-NINTH SUPPLEMENTAL INDENTURE dated March 1, 2010

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	4/08/2010		3947		1403
Bay	4/08/2010		3231		1321
Brevard	4/09/2010		6145		993
Citrus	4/08/2010		2348		2
Columbia	4/08/2010		1192		803
Dixie	4/15/2010		415		183
Flagler	4/12/2010		1763		1207
Franklin	4/09/2010		1009		1
Gadsden	4/08/2010		729		1001
Gilchrist*	4/08/2010		Instrument number 2010001440
Gulf	4/08/2010		489		612
Hamilton	4/08/2010		693		1
Hardee*	4/08/2010		Instrument number 201025002243
Hernando	4/08/2010		2732		1794
Highlands	4/08/2010		2233		1848
Hillsborough	4/13/2010		19814		55
Jefferson*	4/09/2010		Instrument number 201033004428
Lafayette*	4/08/2010		Instrument number 201034000540
Lake	4/09/2010		3892		1816
Leon	4/08/2010		4101		1507
Levy	4/08/2010		1195		600
Liberty	4/13/2010		192		87
Madison	4/09/2010		982		1
Manatee	4/08/2010		2334		6690
Marion	4/08/2010		5341		1488
Orange	4/08/2010		10026		4585
Osceola	4/09/2010		3970		977
Pasco	4/08/2010		8306		1585
Pinellas	4/05/2010		16876		1530
Polk	4/09/2010		8112		1962
Seminole	4/08/2010		7362		894
Sumter	4/08/2010		2179		82
Suwannee	4/08/2010		1583		68
Taylor	4/08/2010		652		229
Volusia	4/12/2010		6464		1
Wakulla	4/08/2010		822		403

* Gilchrest, Hardee, Jefferson and Lafayette Counties utilize an instrument number indexing system rather than a book/page indexing system

Surface Transportation Board filing: Document number 27455-C, recorded on May 10, 2010

A-50

FIFTIETH SUPPLEMENTAL INDENTURE dated August 1, 2011

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	8/31/2011		4053		799
Bay	9/1/2011		3348		586
Brevard	8/31/2011		6445		1639
Citrus	8/31/2011		2436		2060
Columbia	8/31/2011		1220		1330
Dixie	9/2/2011		432		556
Flagler	9/1/2011		1831		774
Franklin	8/31/2011		1044		226
Gadsden	8/31/2011		750		540
Gilchrist*	9/1/2011		2011003293
Gulf	9/1/2011		510		129
Hamilton	8/31/2011		713		137
Hardee*	8/31/2011		201125005174
Hernando	8/31/2011		2845		1193
Highlands	8/31/2011		2295		556
Hillsborough	9/1/2011		20685		273
Jefferson	8/31/2011		665		726
Lafayette1	9/1/2011		308		202
Lake	8/31/2011		4068		1117
Leon	8/31/2011		4281		1303
Levy	8/31/2011		1240		702
Liberty	8/31/2011		200		430
Madison	8/31/2011		1034		97
Manatee	8/31/2011		2390		3492
Marion	8/31/2011		5562		1643
Orange	9/1/2011		10262		4040
Osceola	9/1/2011		4171		717
Pasco	8/31/2011		8592		2940
Pinellas	8/26/2011		17339		1112
Polk	9/2/2011		8464		2230
Seminole	8/31/2011		7624		937
Sumter	9/1/2011		2352		294
Suwannee	8/31/2011		1659		109
Taylor	8/31/2011		672		907
Volusia	9/1/2011		6627		3772
Wakulla	8/31/2011		860		481

*Gilchrest and Hardee Counties utilize an instrument number indexing system rather than a book/page indexing system.²

Surface Transportation Board filing: Document number 27455-D, recorded on November 2, 2011

A-51

FIFTY-FIRST SUPPLEMENTAL INDENTURE dated November 1, 2012

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	11/30/12		4153		1273
Bay	11/30/12		3463		261
Brevard	11/30/12		6745		2069
Citrus	11/29/12		2518		72
Columbia	11/30/12		1245		1358
Dixie	12/03/12		448		114
Flagler	11/30/12		1907		297
Franklin	11/29/12		1080		1
Gadsden	11/30/12		768		295
Gilchrist*	11/29/12		Instrument number 201221002906		-
Gulf	11/30/12		529		204
Hamilton	11/29/12		730		51
Hardee*	11/29/12		Instrument number 201225007152		-
Hernando	11/30/12		2956		1478
Highlands	11/29/12		2354		1241
Hillsborough	12/05/12		21532		1003
Jefferson	11/30/12		682		238
Lafayette*	12/03/12		Instrument number 201234001771		-
Lake	12/03/12		4246		1972
Leon	11/29/12		4448		578
Levy	11/29/12		1276		813
Liberty	11/30/12		206		224
Madison	11/29/12		1074		177
Manatee	11/29/12		2447		1
Marion	11/29/12		5773		987
Orange	11/30/12		10481		516
Osceola	11/29/12		4357		2942
Pasco	11/29/12		8790		3145
Pinellas	11/27/12		17794		2670
Polk	12/03/12		8813		486
Seminole	12/04/12		7911		1091
Sumter	11/29/12		2529		1
Suwannee	11/29/12		1722		321
Taylor	11/29/12		691		195
Volusia	12/03/12		6789		738
Wakulla	11/29/12		894		743

*Gilchrest, Hardee and Lafayette Counties utilize an instrument number indexing system rather than a book/page indexing system.

Surface Transportation Board Recordation No. 27455-E recorded December 11, 2012

A-52

FIFTY-SECOND SUPPLEMENTAL INDENTURE dated August 1, 2015

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	8/5/2015		4370		377
Bay	8/7/2015		3722		1385
Brevard	8/5/2015		7424		1768
Citrus	8/5/2015		2705		978
Columbia	8/5/2015		1299		100
Dixie	8/6/2015		482		89
Flagler	8/6/2015		2079		230
Franklin	8/6/2015		Instrument No. 201519003844		--
Gadsden	8/6/2015		806		814
Gilchrist	8/5/2015		Instrument No.  201521003563		--
Gulf	8/10/2015		579		488
Hamilton	8/5/2015		770		347
Hardee	8/6/2015		Instrument No.  201525004582		--
Hernando	8/6/2015		3261		637
Highlands	8/6/2015		2489		426
Hillsborough	8/13/2015		23476		544
Jefferson	8/5/15		717		1
Lafayette	8/5/2015		347		422
Lake	8/11/2015		4663		2195
Leon	8/5/2015		4829		1630
Levy	8/6/2015		1362		672
Liberty	8/6/2015		Instrument No. 2015390006600
Madison	8/5/2015		1171		55
Manatee	8/6/2015		2581		2615
Marion	8/5/2015		6254		702
Orange	8/10/2015		10964		8322
Osceola	8/5/2015		4821		1436
Pasco	8/6/2015		9237		444
Pinellas	8/6/2015		18876		1882
Polk	8/5/2015		9595		1
Seminole	8/7/2015		8523		1724
Sumter	8/6/2015		2994		413
Suwannee	8/5/2015		1876		231
Taylor	8/5/2015		732		233
Volusia	8/5/2015		7148		401
Wakulla	8/5/2015		977		179

Surface Transportation Board Recordation No. 27455-G recorded August 30, 2016

A-53

FIFTY-THIRD SUPPLEMENTAL INDENTURE dated September 1, 2016

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	11/7/2016		4473		604
Bay	10/28/2016		3844		1975
Brevard	10/31/2016		7743		542
Citrus	10/31/2016		2790		2168
Columbia	10/28/2016		1324		1726
Dixie	11/2/2016		498		447
Flagler	10/31/2016		2166		130
Franklin	11/1/2016		1179		629
Gadsden	11/1/2016		824		856
Gilchrist	11/2/2016		Instrument No. 201621004806		--
Gulf	11/01/2016		605		187
Hamilton	11/1/2016		791		389
Hardee	11/01/2016		Instrument No. 201625006095		--
Hernando	11/2/2016		3410		796
Highlands	11/2/2016		2552		647
Hillsborough	11/7/2016		24510		250
Jefferson	11/2/2016		734		1
Lafayette	11/1/2016		362		1
Lake	11/3/2016		4858		1728
Leon	11/1/2016		4991		584
Levy	11/1/2016		1404		248
Liberty	11/2/2016		229		230
Madison	11/1/2016		1218		53
Manatee	11/1/2016		2645		5991
Marion	11/2/2016		6480		66
Orange	11/2/2016		Instrument No. 20160572846		--
Osceola	11/2/2016		5050		127
Pasco	11/2/2016		9451		1943
Pinellas	11/2/2016		19399		345
Polk	11/08/2016		9979		1442
Seminole	11/02/2016		8797		890
Sumter	11/7/2016		3176		483
Suwannee	11/1/2016		1952		368
Taylor	11/2/2016		752		840
Volusia	11/2/2016		7320		4532
Wakulla	11/1/2016		1015		712

Surface Transportation Board Recordation No. 27455-H recorded October 17, 2016

A-54

FIFTY-FOURTH SUPPLEMENTAL INDENTURE dated January 1, 2017

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	1/27/2017		4490		1961
Bay	1/27/2017		3869		486
Brevard	1/27/2017		7807		891
Citrus	1/27/2017		2807		1300
Columbia	1/27/2017		1329		2411
Dixie	2/1/2017		501		546
Flagler	1/30/2017		2183		1912
Franklin	1/27/2017		1184		469
Gadsden	1/27/2017		827		1553
Gilchrist	1/30/2017		Instrument No. 20172100414		-
Gulf	1/30/2017		610		328
Hamilton	1/27/2017		795		332
Hardee	1/30/2017		Instrument No. 201725000508		-
Hernando	2/6/2017		3437		1
Highlands	1/27/2017		2563		1562
Hillsborough	2/2/2017		24705		1672
Jefferson	1/27/2017		737		49
Lafayette	1/27/2017		364		414
Lake	3/9/2017		4913		1
Leon	1/27/2017		5021		845
Levy	1/27/2017		1411		833
Liberty	1/30/2017		231		1
Madison	1/27/2017		1227		52
Manatee	1/27/2017		2657		7802
Marion	1/27/2017		6523		171
Orange	2/1/2017		Instrument No. 20170059594		-
Osceola	1/30/2017		5093		1169
Pasco	1/30/2017		9489		896
Pinellas	1/24/2017		19494		2120
Polk	3/13/2017		10088		1627
Seminole	1/27/2017		8852		15
Sumter	3/15/2017		3230		150
Suwannee	1/27/2017		1967		1
Taylor	1/30/2017		757		1
Volusia	1/30/2017		7354		1624
Wakulla	1/30/2017		1024		68

Surface Transportation Board Recordation No. 27455-I recorded January 26, 2017.

A-55

FIFTY-FIFTH SUPPLEMENTAL INDENTURE dated June 1, 2018

STATE OF FLORIDA

County	Date of Recordation	Book		Page
Alachua	7/10/2018		4613		124
Bay	7/11/2018		4026		67
Brevard	7/11/2018		8209		1780
Citrus	7/10/2018		2912		1944
Columbia	7/16/2018		1364		217
Dixie	7/10/2018		521		318
Flagler	7/10/2018		1788		83
Franklin	7/10/2018		1223		49
Gadsden	7/10/2018		849		1415
Gilchrist	7/12/2018		Instrument No. 201821003254		-
Gulf	7/11/2018		646		114
Hamilton	7/10/2018		820		1
Hardee	7/12/2018		Instrument No. 201825004326		-
Hernando	7/11/2018		3603		25
Highlands	7/17/2018		2645		574
Hillsborough	7/11/2018		25922		1323
Jefferson	7/11/2018		756		661
Lafayette	7/12/2018		383		1
Lake	7/10/2018		5138		1376
Leon	7/10/2018		5214		1478
Levy	7/10/2018		1462		69
Liberty	7/10/2018		240		133
Madison	7/10/2018		1280		1
Manatee	7/10/2018		2737		3321
Marion	7/13/2018		6796		1459
Orange	7/12/2018		Instrument No. 20180414627		-
Osceola	7/12/2018		5366		1053
Pasco	7/05/2018		9755		1975
Pinellas	7/10/2018		20115		996
Polk	7/10/2018		10544		49
Seminole	7/13/2018		9170		30
Sumter	7/10/2018		3438		514
Suwannee	7/11/2018		2060		366
Taylor	7/11/2018		782		504
Volusia	7/10/2018		7570		1755
Wakulla	7/10/2018		1079		294

Surface Transportation Board Recordation No. 27455-J recorded July 11, 2018.

A-56

EX-4.2

Exhibit 4.2

DUKE ENERGY Florida, LLC

TO

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

Trustee and Calculation Agent

Second Supplemental Indenture
Dated as of November 26, 2019

$200,000,000 Series A Floating Rate Senior Notes Due 2021

TABLE OF CONTENTS¹

ARTICLE I SERIES A FLOATING RATE SENIOR NOTES DUE 2021
Section 1.01.        Establishment	1
Section 1.02.        Definitions	2
Section 1.03.        Payment of Principal and Interest	4
Section 1.04.        Denominations	5
Section 1.05.        Global Securities	5
Section 1.06.        No Redemption	5
Section 1.07.        Paying Agent	6
ARTICLE II CALCULATION AGENT FOR THE SERIES A FLOATING RATE NOTES
Section 2.01.        Appointment	6
Section 2.02.        Duties and Obligations	6
Section 2.03.        Terms and Conditions	6
Section 2.04.        Qualifications	8
Section 2.05.        Resignation and Removal	8
Section 2.06.        Successors	8
Section 2.07.        Trustee Deemed Calculation Agent Upon Certain Circumstances	8
Section 2.08.        Merger, Conversion, Consolidation, Sale or Transfer	8
Section 2.09.        Notice	9
Section 2.10.        Waiver of Jury Trial	9
Section 2.11.        USA PATRIOT Act	9
Section 2.12.        Calculation of Interest Rate for First Interest Period	10
Section 2.13.        FATCA	10
ARTICLE III MISCELLANEOUS PROVISIONS
Section 3.01.        Recitals by the Company	10
Section 3.02.        Ratification and Incorporation of Original Indenture	10
Section 3.03.        Executed in Counterparts	10

Exhibit A – Form of Series A Floating Rate Senior Note Due 2021

Exhibit B – Certificate of Authentication

¹ This Table of Contents does not constitute part of the Indenture or have any bearing upon the interpretation of any of its terms and provisions.

THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 26^th day of November, 2019 (this “Supplemental Indenture”), by and among DUKE ENERGY FLORIDA, LLC, a limited liability company of the State of Florida (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (successor to J.P. Morgan Trust Company, National Association), a national banking association, as Trustee (herein called the “Trustee”) and Calculation Agent.

WITNESSETH:

WHEREAS, Florida Power Corporation d/b/a Progress Energy Florida, Inc., a predecessor to the Company, has heretofore entered into an Indenture (for Debt Securities), dated as of December 7, 2005 (the “Original Indenture”);

WHEREAS, on August 1, 2015, Duke Energy Florida, Inc. made the required filings with the Florida Department of State under Section 605.1405 of the Florida Revised Limited Liability Company Act and converted its form of organization from a Florida corporation to a Florida limited liability company (the “Conversion”) by the name of “Duke Energy Florida, LLC”;

WHEREAS, the Original Indenture is incorporated herein by this reference and the Original Indenture, as it may be amended and supplemented to the date hereof, including by this Supplemental Indenture, is herein called the “Indenture”;

WHEREAS, under the Indenture, a new series of Debt Securities may at any time be established in accordance with the provisions of the Indenture and the terms of such series may be described by a supplemental indenture executed by the Company and the Trustee;

WHEREAS, the Company hereby proposes to create under the Indenture an additional series of Debt Securities;

WHEREAS, additional Debt Securities of other series hereafter established, except as may be limited in the Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Indenture as at the time supplemented and modified; and

WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Company have been done or performed.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

SERIES A FLOATING RATE SENIOR NOTES DUE 2021

Section 1.01.Establishment. There is hereby established a new series of Debt Securities to be issued under the Indenture, to be designated as the Company’s Series A Floating Rate Senior Notes due 2021 (the “Notes”).

There are to be authenticated and delivered initially $200,000,000 principal amount of the Notes, and no further Notes shall be authenticated and delivered except as provided by Section 301, 304, 305, 306 or 1206 of the Original Indenture.  The Notes shall be issued in fully registered form without coupons.

The Notes shall be in substantially the form set out in Exhibit A hereto, and the form of the Trustee’s Certificate of Authentication for the Notes shall be in substantially the form set forth in Exhibit B hereto.

Each Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Section 1.02.Definitions. The following defined terms used in this Article I shall, unless the context otherwise requires, have the meanings specified below for purposes of the Notes.  Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture.

“BBAM” means the display that appears on Bloomberg L.P.’s page “BBAM” or any page as may replace such page on such service (or any successor service) for the purpose of displaying the London Interbank Offered rate for U.S. dollar deposits.

“Business Day” means any day other than a Saturday or Sunday that is neither a Legal Holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close, or a day on which the Corporate Trust Office is closed for business.

“Calculation Agent” means The Bank of New York Mellon Trust Company, N.A., as appointed pursuant to Section 2.01 of this Supplemental Indenture, or its successor appointed by the Company pursuant to Article Two hereof, acting as calculation agent.

“Interest Determination Date” means the second London Business Day immediately preceding the first day of the relevant Interest Period.

“Interest Payment Date” means each February 26, May 26, August 26 and November 26 of each year, commencing on February 26, 2020.

“Interest Period” means the period commencing on an Interest Payment Date for the Notes (or, with respect to the initial Interest Period only, commencing on the Original Issue Date for the Notes) and ending on the day before the next succeeding Interest Payment Date for the Notes.

“Legal Holiday” means any day that is a legal holiday in New York, New York.

“LIBOR” means, with respect to any Interest Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period commencing on the first day of that Interest Period and ending on the next Interest Payment Date for the Notes that appears on Bloomberg L.P.’s page “BBAM” and, if such page is not available, from the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the Interest Determination Date for that Interest Period, provided that:

(1)        If such rate does not appear on BBAM or the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the Interest Determination Date for that Interest Period, except as provided in clause (2) below, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for the Interest Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market, which may include affiliates of one or more of the underwriters of the Notes, selected by the Company, at approximately 11:00 a.m., London time, on the Interest Determination Date for that Interest Period. The Company will request the principal London office of each such bank to provide a quotation of its rate to the Calculation Agent. If at least two such quotations are provided, LIBOR with respect to that Interest Period will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR with respect to that Interest Period will be the arithmetic mean of the rates quoted by three major banks in New York City, which may include affiliates of one or more of the underwriters of the Notes, selected by the Company, at approximately 11:00 a.m., New York City time, on the Interest Determination Date for that Interest Period for loans in U.S. dollars to leading European banks for that Interest Period and in a principal amount of not less than $1,000,000. The Company will request the principal New York City office of each such bank to provide a quotation of its rate to the Calculation Agent. However, if fewer than three banks selected by the Company to provide quotations are quoting as described above, LIBOR for that Interest Period will be the same as LIBOR as determined for the previous Interest Period.

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(2)        Notwithstanding the foregoing, if the Company determines on the relevant Interest Determination Date that LIBOR for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000 has been permanently discontinued, or the reference to LIBOR becomes illegal, or most other debt obligations similar to the Notes have converted away from LIBOR to a new reference rate, the Calculation Agent will use, as directed in writing by the Company, as a substitute for LIBOR and for each future Interest Determination Date, the alternative reference rate selected by the central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with accepted market practice (the “Alternative Rate”). As part of such substitution, the Calculation Agent will, as directed in writing by the Company, make such adjustments to the Alternative Rate and the spread thereon to account for the basis between LIBOR and the Alternative Rate, as well as the business day convention, Interest Determination Dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such Alternative Rate for debt obligations such as the Notes (“Adjustments”). If the Company determines that there is no clear market consensus as to whether any rate has replaced LIBOR in customary market usage, the Company may appoint in its sole discretion an independent financial advisor (the “IFA”) to determine an appropriate Alternative Rate and any Adjustments, and the decision of the IFA will be binding on the Company, the Calculation Agent, the Trustee and the Holders of the Notes. If, however, the Company determines that LIBOR has been discontinued, but for any reason an Alternative Rate has not been determined, LIBOR will be equal to such rate on the Interest Determination Date when LIBOR for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000 was last available on BBAM and, if such page is not available from the Reuters LIBOR01 Page, or such other comparable publicly available service for displaying offered rates for deposits in U.S. dollars in the London interbank market as may be selected by the Company. In no event shall the Calculation Agent be responsible for determining any substitute for LIBOR, or for making any Adjustments. In connection with the foregoing, the Calculation Agent will be entitled to conclusively rely on any determinations made by the Company and will have no liability for such actions taken at the Company’s direction.

“London Business Day” means a day that is a Business Day and a day on which dealings in deposits in U.S. dollars are transacted, or with respect to any future date are expected to be transacted, in the London interbank market.

“Original Issue Date” means November 26, 2019.

“Regular Record Date” means, with respect to each Interest Payment Date, (i) the close of business on the business day immediately preceding such Interest Payment Date so long as all of the Notes remain in book-entry only form or (ii) the close of business on the 15^th calendar day immediately preceding such Interest Payment Date (whether or not a Business Day) if any of the Notes do not remain in book-entry only form.

3

“Reuters LIBOR01 Page” means the display designated as Reuters LIBOR01 on the Reuters 3000 Xtra (or such other page as may replace the Reuters LIBOR01 Page on that service, or such other service as may be nominated for the purpose of displaying rates or prices comparable to the London Interbank Offered rate for U.S. dollar deposits by ICE Benchmark Administration Limited (“IBA”) or its successor or such other entity assuming the responsibility of IBA or its successor in calculating the London Interbank Offered rate in the event IBA or its successor no longer does so).

“Stated Maturity” means November 26, 2021.

Section 1.03.Payment of Principal and Interest. The principal of the Notes shall be due at Stated Maturity.  The Notes shall bear interest from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or provided for at the rates set quarterly pursuant to this Section 1.03, payable quarterly in arrears on each Interest Payment Date to the Person or Persons in whose name each Note is registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity as provided herein shall be paid to the Person to whom principal is payable.  Any such interest that is not so punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person or Persons in whose name the Notes are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee (“Special Record Date”), notice whereof shall be given to Holders of the Notes not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture.

Interest on the Notes shall be computed on the basis of the actual number of days elapsed over a 360-day year consisting of twelve 30-day months. In the event that any Interest Payment Date (other than the Interest Payment Date that is the Stated Maturity) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business Day, unless the next succeeding Business Day is in the next succeeding calendar month, in which case, such Interest Payment Date shall be the immediately preceding Business Day. In the event that the Stated Maturity falls on a day that is not a Business Day, then the payment of the principal and interest payable on such date shall be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable.

The Notes will bear interest for each quarterly Interest Period at a per annum rate determined by the Calculation Agent. The interest rate applicable during each quarterly Interest Period will be equal to LIBOR, on the Interest Determination Date for such Interest Period plus 25 basis points. Promptly upon such determination, the Calculation Agent will notify the Company and the Trustee, if the Trustee is not then serving as the Calculation Agent, of the interest rate for the new Interest Period. The interest rate determined by the Calculation Agent, absent manifest error, shall be binding and conclusive upon the beneficial owners and Holders of the Notes, the Company and the Trustee.

Upon the request of a Holder of the Notes, the Calculation Agent will provide to such Holder the interest rate in effect on the date of such request and, if determined, the interest rate for the next Interest Period.

The accrued interest on the Notes for any period is calculated by multiplying the principal amount of the Notes by an accrued interest factor. The accrued interest factor is computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor (expressed as a decimal rounded upwards if necessary) is computed by dividing the interest rate (expressed as a decimal rounded upwards if necessary) applicable to such date by 360.

4

All percentages resulting from any calculation of the interest rate on the Notes will be rounded, if necessary, to the nearest one-hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 0.567845% (or .00567845) being rounded to 0.56785% (or .0056785) and 0.567844% (or .00567844) being rounded to 0.56784% (or .0056784)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upwards).

Payment of principal of and interest on the Notes shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  Payments of principal of and interest on Notes represented by a Global Security shall be made by wire transfer of immediately available funds to the Holder of such Global Security.  If any of the Notes are no longer represented by a Global Security, (i) payments of principal and interest due at the Stated Maturity of such Notes shall be made at the office of the Paying Agent upon surrender of such Notes to the Paying Agent and (ii) payments of interest shall be made, at the option of the Company, subject to such surrender where applicable, by (A) check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (B) wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

Section 1.04.Denominations. The Notes shall be issued in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.

Section 1.05.Global Securities. The Notes shall initially be issued in the form of one or more Global Securities registered in the name of the Depositary (which initially shall be The Depository Trust Company) or its nominee.  Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form.  The Global Securities described in this Article I may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee.

A Global Security representing the Notes shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within 90 days after it becomes aware of such cessation, (ii) an Event of Default has occurred and is continuing with respect to the Notes and beneficial owners of a majority in aggregate principal amount of the Notes represented by Global Securities advise the Depositary to cease acting as Depositary, or (iii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable.  Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall direct.

Section 1.06.No Redemption. The Notes shall not be subject to redemption prior to the Stated Maturity.

5

The Notes shall not have a sinking fund.

Section 1.07.Paying Agent. The Trustee shall initially serve as Paying Agent with respect to the Notes, with the Place of Payment initially being the Corporate Trust Office.

ARTICLE II

CALCULATION AGENT FOR THE SERIES A FLOATING RATE NOTES

Section 2.01.Appointment. Upon the terms and subject to the conditions contained herein, the Company hereby appoints The Bank of New York Mellon Trust Company, N.A. as the Company’s calculation agent for the Notes (the “Calculation Agent”) and The Bank of New York Mellon Trust Company, N.A. hereby accepts such appointment as the Company’s agent for the purpose of calculating the applicable interest rates on the Notes in accordance with the provisions set forth herein.

Section 2.02.Duties and Obligations. The Calculation Agent shall: (a) calculate the applicable interest rates on the Notes in accordance with the provisions set forth herein, and (b) exercise due care to determine the interest rates on the Notes and shall communicate the same to the Company and the Trustee (if the Trustee is not then serving as the Calculation Agent) as soon as practicable after each determination.

The Calculation Agent will, upon the request of a Holder of the Notes, provide to such Holder the interest rate in effect on the date of such request and, if determined, the interest rate for the next Interest Period (as defined in Section 1.02).

Section 2.03.Terms and Conditions. The Calculation Agent accepts its obligations set forth herein, upon the terms and subject to the conditions hereof, including the following, to all of which the Company agrees:

(a) The Calculation Agent shall be entitled to such compensation as may be agreed upon with the Company for all services rendered by the Calculation Agent, and the Company promises to pay such compensation and to reimburse the Calculation Agent for the reasonable out-of-pocket expenses (including attorneys’ fees and expenses) incurred by it in connection with the services rendered by it hereunder upon receipt of such invoices as the Company shall reasonably require. The Company also agrees to indemnify the Calculation Agent for, and to hold it harmless against, any and all loss, liability, damage, claim or expense (including the costs and expenses of defending against any claim (regardless of who asserts such claim) of liability) incurred by the Calculation Agent that arises out of or in connection with its accepting appointment as, or acting as, Calculation Agent hereunder, except such as may result from the willful misconduct or gross negligence of the Calculation Agent or any of its agents or employees. Except as provided in the preceding sentence, the Calculation Agent shall incur no liability and shall be indemnified and held harmless by the Company for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Calculation Agent in reliance upon (i) the opinion or advice of counsel or (ii) written instructions from the Company. The Calculation Agent shall not be liable for any error resulting from the use of or reliance on a source of information used in good faith and with due care to calculate any interest rate hereunder. The provisions of this clause (a) shall survive the payment in full of the Notes and the resignation or removal of the Calculation Agent.

(b) In acting under this Supplemental Indenture, the Calculation Agent is acting solely as agent of the Company and does not assume any obligations to or relationship of agency or trust for or with any of the beneficial owners or Holders of the Notes.

6

(c) The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon the terms of the Notes or this Supplemental Indenture or any notice, direction, certificate, affidavit, statement or other paper, document or communication reasonably believed by it to be genuine and to have been approved or signed by the proper party or parties.

(d) The Calculation Agent, its officers, directors, employees and shareholders may become the owners or pledgee of, or acquire any interest in, any Notes, with the same rights that it or they would have if it were not the Calculation Agent, and may engage or be interested in any financial or other transaction with the Company as freely as if it were not the Calculation Agent.

(e) Neither the Calculation Agent nor its officers, directors, employees, agents or attorneys shall be liable to the Company for any act or omission hereunder, or for any error of judgment made in good faith by it or them, except in the case of its or their willful misconduct or gross negligence.

(f) The Calculation Agent may consult with counsel of its selection and the advice of such counsel or any opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(g) The Calculation Agent shall be obligated to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Supplemental Indenture against the Calculation Agent.

(h) Unless herein otherwise specifically provided, any order, certificate, notice, request, direction or other communication from the Company made or given by it under any provision of this Supplemental Indenture shall be sufficient if signed by any officer of the Company.

(i) The Calculation Agent may perform any duties hereunder either directly or by or through its agents or attorneys, and the Calculation Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

(j) The Company will not, without first obtaining the prior written consent of the Calculation Agent, make any change to this Supplemental Indenture or the Notes if such change would materially and adversely affect the Calculation Agent’s duties and obligations hereunder or thereunder.

(k) In no event shall the Calculation Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether it has been advised of the likelihood of such loss or damage and regardless of the form of action.

(l) In no event shall the Calculation Agent be responsible or liable for any failure or delay in the performance of its obligations under this Supplemental Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

(m) Under certain circumstances, the Calculation Agent may be required to determine the interest rates on the Notes on the basis of quotations received from banks or other financial institutions (the “Reference Banks”) selected by the Company for the purpose of quoting such rates. The Calculation Agent shall not be responsible to the Company or any third party for any failure of the Reference Banks to fulfill their duties or meet their obligations as Reference Banks or as a result of the Calculation Agent having acted (except in the event of gross negligence or willful misconduct) on any quotation or other information given by any Reference Bank which subsequently may be found to be incorrect.

7

Section 2.04.Qualifications. The Calculation Agent shall be authorized by law to perform all the duties imposed upon it by this Supplemental Indenture, and shall at all times have a capitalization of at least $50,000,000. The Calculation Agent may not be an affiliate of the Company.

Section 2.05.Resignation and Removal. The Calculation Agent may at any time resign as Calculation Agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall never be earlier than 45 days after the receipt of such notice by the Company, unless the Company otherwise agrees in writing. The Calculation Agent may be removed at any time by the filing with it of any instrument in writing signed on behalf of the Company and specifying such removal and the date when it is intended to become effective. Such resignation or removal shall take effect upon the date of the appointment by the Company, as hereinafter provided, of a successor Calculation Agent. If within 30 days after notice of resignation or removal has been given, a successor Calculation Agent has not been appointed, the Calculation Agent may, at the expense of the Company, petition a court of competent jurisdiction to appoint a successor Calculation Agent. If at any time the Calculation Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Calculation Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency or for any other reason, then a successor Calculation Agent shall as soon as practicable be appointed by the Company by an instrument in writing filed with the predecessor Calculation Agent, the successor Calculation Agent and the Trustee. Upon the appointment of a successor Calculation Agent and acceptance by it of such appointment, the Calculation Agent so succeeded shall cease to be such Calculation Agent hereunder. Upon its resignation or removal, the Calculation Agent shall be entitled to the payment by the Company of its compensation, if any is owed to it, for services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses (including reasonable counsel fees) incurred in connection with the services rendered by it hereunder and to the payment of all other amounts owed to it hereunder.

Section 2.06.Successors. Any successor Calculation Agent appointed hereunder shall execute and deliver to its predecessor, the Company and the Trustee an instrument accepting such appointment hereunder, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as such Calculation Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obliged to transfer and deliver, and such successor Calculation Agent shall be entitled to receive, copies of any relevant records maintained by such predecessor Calculation Agent.

Section 2.07.Trustee Deemed Calculation Agent Upon Certain Circumstances. In the event that the Calculation Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Calculation Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency or for any other reason, and the Company shall not have made a timely appointment of a successor Calculation Agent, the Trustee, notwithstanding the provisions of this Article Two, shall be deemed to be the Calculation Agent for all purposes of this Supplemental Indenture until the appointment by the Company of the successor Calculation Agent.

Section 2.08.Merger, Conversion, Consolidation, Sale or Transfer. Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party or to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its corporate trust assets or business shall, to the extent permitted by applicable law, be the successor Calculation Agent under this Supplemental Indenture without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion or consolidation or sale shall forthwith be given to the Company and the Trustee (if the Trustee is not then serving as the Calculation Agent).

8

Section 2.09.Notice. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the Calculation Agent shall be delivered in person, sent by letter or fax or communicated by telephone (subject, in the case of communication by telephone, to confirmation dispatched within 24 hours by letter or by fax) as follows:

The Bank of New York Mellon Trust Company, National Association

10161 Centurion Parkway N., 2nd Floor

Jacksonville, Florida 32256

Fax: (904) 645-1921

or to any other address of which the Calculation Agent shall have notified the Company and the Trustee (if the Trustee is not then serving as the Calculation Agent) in writing as herein provided.

The Calculation Agent agrees to accept and act upon instructions or directions pursuant to this Supplemental Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Calculation Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Calculation Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Calculation Agent in its discretion elects to act upon such instructions, the Calculation Agent’s understanding of such instructions shall be deemed controlling. The Calculation Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Calculation Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Calculation Agent including without limitation the risk of the Calculation Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 2.10.WAIVER OF JURY TRIAL. EACH OF THE COMPANY, THE CALCULATION AGENT AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 2.11.USA PATRIOT Act. In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering and the Customer Identification Program (“CIP”) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which the Calculation Agent must obtain, verify and record information that allows the Calculation Agent to identify customers (“Applicable Law”), the Calculation Agent is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Calculation Agent. Accordingly, the Company agrees to provide to the Calculation Agent upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Calculation Agent to comply with Applicable Law, including, but not limited to, information as to name, physical address, tax identification number and other information that will help the Calculation Agent to identify and verify such Corporation such as organizational documents, certificates of good standing, licenses to do business or other pertinent identifying information. The Company understands and agrees that the Calculation Agent cannot determine the interest rates on the Notes unless and until the Calculation Agent verifies the identities of the Company in accordance with its CIP.

9

Section 2.12.Calculation of Interest Rate for First Interest Period. The Calculation Agent, at the request of the Company, has determined, prior to the date of execution and delivery of this Supplemental Indenture, the interest rate for the initial Interest Period for the Notes. In connection with such determination, the Calculation Agent shall be entitled to the same rights, protections, exculpations and immunities otherwise available to it under this Supplemental Indenture.

Section 2.13.FATCA. The Company agrees (i) to provide the Trustee with such reasonable tax information as it has in its possession to enable the Trustee to determine whether any payments pursuant to this Supplemental Indenture are subject to the withholding requirements described in Section 1471(b) of the US Internal Revenue Code of 1986 (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof (“FATCA”) and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments under this Supplemental Indenture to the extent necessary to comply with FATCA.

ARTICLE III

MISCELLANEOUS PROVISIONS

Section 3.01.Recitals by the Company. The recitals in this Supplemental Indenture are made by the Company only and not by the Trustee or the Calculation Agent, and all of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and this Supplemental Indenture as fully and with like effect as if set forth herein in full.

Section 3.02.Ratification and Incorporation of Original Indenture. As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Section 3.03.Executed in Counterparts. This Supplemental Indenture may be executed in several counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

10

IN WITNESS WHEREOF, each party hereto has caused this instrument to be signed in its name and behalf by its duly authorized officer, all as of the day and year first above written.

Duke Energy Florida, LLC
By:	/s/ John L. Sullivan, III
Name:	John L. Sullivan, III
Title:	Assistant Treasurer
The Bank of New York Mellon Trust Company, N.A., as Trustee and Calculation Agent
By:	/s/ Lawrence M. Kusch
Name:	Lawrence M. Kusch
Title:	Vice President

Signature Page to Second Supplemental Indenture

(Duke Energy Florida, LLC)

EXHIBIT A

FORM OF

series A floating rate Senior Note Due 2021

No. CUSIP No. 26444H AG6

DUKE ENERGY FLORIDA, LLC

series a floating rate Senior Note Due 2021

Principal Amount:  $

Regular Record Date:  [Close of business on the business day immediately preceding such Interest Payment Date so long as all of the Notes remain in book-entry only form] [Close of business on the 15^th calendar day immediately preceding such Interest Payment Date (whether or not a Business Day) if any of the Notes do not remain in book-entry only form]

Original Issue Date:  November 26, 2019

Stated Maturity: November 26, 2021

Interest Payment Dates:  Quarterly on February 26, May 26, August 26 and November 26 of each year, commencing on February 26, 2020

Interest Rate: Floating per annum rate reset quarterly based on LIBOR plus 25 basis points.

Authorized Denomination:  $2,000 or any integral multiple of $1,000 in excess thereof

Duke Energy Florida, LLC, a limited liability company of the State of Florida (the “Company”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to                               , or registered assigns, the principal sum of                                                      DOLLARS ($                        ) on the Stated Maturity shown above and to pay interest thereon from the Original Issue Date shown above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on each Interest Payment Date as specified above, commencing on February 26, 2020 and on the Stated Maturity at the rate per annum described below until the principal hereof is paid or made available for payment and at such rate on any overdue principal and on any overdue installment of interest.  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date (other than an Interest Payment Date that is the Stated Maturity) will, as provided in the Indenture, be paid to the Person in whose name this Series A Floating Rate Senior Note due 2021 (this “Security”) is registered on the Regular Record Date as specified above next preceding such Interest Payment Date; provided that any interest payable at Stated Maturity will be paid to the Person to whom principal is payable.  Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Securities shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture.

A-1

Interest on this Security shall be computed and paid on the basis of the actual number of days elapsed over a 360-day year consisting of twelve 30-day months and will accrue from November 26, 2019 or from the most recent Interest Payment Date to which interest has been paid or duly provided for.  In the event that any Interest Payment Date (other than the Interest Payment Date that is the Stated Maturity) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business Day, unless the next succeeding Business Day is in the next succeeding calendar month, in which case, such Interest Payment Date shall be the immediately preceding Business Day. In the event that the Stated Maturity is not a Business Day, then the payment of the principal and interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable.  “Business Day” means any day other than a Saturday or Sunday that is neither a Legal Holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close, or a day on which the Corporate Trust Office is closed for business.  “Legal Holiday” means any day that is a legal holiday in New York, New York.

This Security will bear interest for each quarterly Interest Period at a per annum rate determined by the Calculation Agent. The interest rate applicable during each quarterly Interest Period will be equal to LIBOR on the Interest Determination Date for such Interest Period plus 25 basis points. Promptly upon such determination, the Calculation Agent will notify the Company and the Trustee, if the Trustee is not then serving as the Calculation Agent, of the interest rate for the new Interest Period. The interest rate determined by the Calculation Agent, absent manifest error, shall be binding and conclusive upon the beneficial owners and Holders of this Security, the Company and the Trustee.

Upon the request of a Holder of this Security, the Calculation Agent will provide to such Holder the interest rate in effect on the date of such request and, if determined, the interest rate for the next Interest Period.

The accrued interest on this Security for any period is calculated by multiplying the principal amount of this Security by an accrued interest factor. The accrued interest factor is computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor (expressed as a decimal rounded upwards if necessary) is computed by dividing the interest rate (expressed as a decimal rounded upwards if necessary) applicable to such date by 360.

All percentages resulting from any calculation of the interest rate on this Security will be rounded, if necessary, to the nearest one-hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 0.567845% (or .00567845) being rounded to 0.56785% (or .0056785) and 0.567844% (or .00567844) being rounded to 0.56784% (or .0056784)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upwards).

For purposes of this Security, except as otherwise expressly provided or unless the context otherwise requires:

“BBAM” means the display that appears on Bloomberg L.P.’s page “BBAM” or any page as may replace such page on such service (or any successor service) for the purpose of displaying the London Interbank Offered rate for U.S. dollar deposits.

“Calculation Agent” means The Bank of New York Mellon Trust Company, N.A., as appointed pursuant to Section 2.01 of the Second Supplemental Indenture, dated as of the date hereof, among the Company, the Trustee and the Calculation Agent, or such calculation agent’s successor appointed by the Company pursuant to Article Two of such supplemental indenture, acting as calculation agent.

A-2

“Interest Determination Date” means the second London Business Day immediately preceding the first day of the relevant Interest Period.

“Interest Period” means the period commencing on an Interest Payment Date for this Security (or, with respect to the initial Interest Period only, commencing on the Original Issue Date for this Security) and ending on the day before the next succeeding Interest Payment Date for this Security.

“LIBOR” means, with respect to any Interest Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period commencing on the first day of that Interest Period and ending on the next Interest Payment Date for this Security that appears on Bloomberg L.P.’s page “BBAM” and, if such page is not available, from the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the Interest Determination Date for that Interest Period, provided that:

(1) If such rate does not appear on BBAM or the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the Interest Determination Date for that Interest Period, except as provided in clause (2) below, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for the Interest Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market, which may include affiliates of one or more of the underwriters of this Security, selected by the Company, at approximately 11:00 a.m., London time, on the Interest Determination Date for that Interest Period. The Company will request the principal London office of each such bank to provide a quotation of its rate to the Calculation Agent. If at least two such quotations are provided, LIBOR with respect to that Interest Period will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR with respect to that Interest Period will be the arithmetic mean of the rates quoted by three major banks in New York City, which may include affiliates of one or more of the underwriters of this Security, selected by the Company, at approximately 11:00 a.m., New York City time, on the Interest Determination Date for that Interest Period for loans in U.S. dollars to leading European banks for that Interest Period and in a principal amount of not less than $1,000,000. The Company will request the principal New York City office of each such bank to provide a quotation of its rate to the Calculation Agent. However, if fewer than three banks selected by the Company to provide quotations are quoting as described above, LIBOR for that Interest Period will be the same as LIBOR as determined for the previous Interest Period.

(2) Notwithstanding the foregoing, if the Company determines on the relevant Interest Determination Date that LIBOR for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000 has been permanently discontinued, or the reference to LIBOR becomes illegal, or most other debt obligations similar to this Security have converted away from LIBOR to a new reference rate, the Calculation Agent will use, as directed in writing by the Company, as a substitute for LIBOR and for each future Interest Determination Date, the alternative reference rate selected by the central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with accepted market practice (the “Alternative Rate”). As part of such substitution, the Calculation Agent will, as directed in writing by the Company, make such adjustments to the Alternative Rate and the spread thereon to account for the basis between LIBOR and the Alternative Rate, as well as the business day convention, Interest Determination Dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such Alternative Rate for debt obligations such as this Security (“Adjustments”). If the Company determines that there is no clear market consensus as to whether any rate has replaced LIBOR in customary market usage, the Company may appoint in its sole discretion an independent financial advisor (the “IFA”) to determine an appropriate Alternative Rate and any Adjustments, and the decision of the IFA will be binding on the Company, the Calculation Agent, the Trustee and the Holders of this Security. If, however, the Company determines that LIBOR has been discontinued, but for any reason an Alternative Rate has not been determined, LIBOR will be equal to such rate on the Interest Determination Date when LIBOR for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000 was last available on BBAM and, if such page is not available from the Reuters LIBOR01 Page, or such other comparable publicly available service for displaying offered rates for deposits in U.S. dollars in the London interbank market as may be selected by the Company. In no event shall the Calculation Agent be responsible for determining any substitute for LIBOR, or for making any Adjustments. In connection with the foregoing, the Calculation Agent will be entitled to conclusively rely on any determinations made by the Company and will have no liability for such actions taken at the Company’s direction.

A-3

“London Business Day” means a day that is a Business Day and a day on which dealings in deposits in U.S. dollars are transacted, or with respect to any future date are expected to be transacted, in the London Interbank Market.

“Reuters LIBOR01 Page” means the display designated as Reuters LIBOR01 on the Reuters 3000 Xtra (or such other page as may replace the Reuters LIBOR01 Page on that service, or such other service as may be nominated for the purpose of displaying rates or prices comparable to the London Interbank Offered rate for U.S. dollar deposits by ICE Benchmark Administration Limited (“IBA”) or its successor or such other entity assuming the responsibility of IBA or its successor in calculating the London Interbank Offered rate in the event IBA or its successor no longer does so).

Payment of principal of and interest on the Securities of this series shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  Payments of principal of and interest on the Securities of this series represented by a Global Security shall be made by wire transfer of immediately available funds to the Holder of such Global Security.  If any of the Securities of this series are no longer represented by a Global Security, (i) payments of principal and interest due at the Stated Maturity of such Securities shall be made at the office of the Paying Agent upon surrender of such Securities to the Paying Agent, and (ii) payments of interest shall be made, at the option of the Company, subject to such surrender where applicable, by (A) check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (B) wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

The Securities of this series shall not be subject to redemption prior to the Stated Maturity.

The Securities of this series shall not have a sinking fund.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

A-4

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed as of November 26, 2019.

Duke Energy Florida, LLC

By:

Name:

Title:

A-5

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:	The Bank of New York Mellon Trust Company, N.A., as Trustee
	By:
		Authorized Signatory

A-6

(Reverse Side of Security)

This Series A Floating Rate Senior Note due 2021 is one of a duly authorized issue of Debt Securities of the Company (the “Securities”), issued and issuable in one or more series under an Indenture, dated as of December 7, 2005, as supplemented (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., (successor to J.P. Morgan Trust Company, National Association), as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities issued thereunder and of the terms upon which said Securities are, and are to be, authenticated and delivered.  This Security is one of the series designated on the face hereof as Series A Floating Rate Senior Notes due 2021 initially in the aggregate principal amount of $200,000,000.  Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture.

If an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.

The Securities are unsecured and unsubordinated obligations of the Company and rank equally with all of the Company’s other unsecured and unsubordinated indebtedness from time to time outstanding. The Company may, from time to time, without the consent of the Holder of this Security, provide for the issuance of Securities or other Debt Securities under the Indenture in addition to this Security.

The Indenture permits, in certain circumstances therein specified, the amendment thereof without the consent of the Holders of any of the Debt Securities. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations under the Indenture of the Company and the rights of Holders of the Debt Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a specified percentage in aggregate principal amount of the Debt Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a specified percentage in aggregate principal amount of the Debt Securities of each series at the time Outstanding, on behalf of the Holders of all the Debt Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, a Holder of Debt Securities shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Debt Securities of this series, the Holders of not less than a specified percentage in aggregate principal amount of the Debt Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Debt Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

A-7

No reference herein to the Indenture and no provision of this Security, subject to the provisions for satisfaction and discharge in Article Seven of the Indenture, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

The Indenture permits the Company, by irrevocably depositing, in amounts and maturities sufficient to pay and discharge at the Stated Maturity the entire indebtedness on all Outstanding Debt Securities, cash or Government Obligations with the Trustee in trust solely for the benefit of the Holders of all Outstanding Debt Securities, to defease the Indenture with respect to such Debt Securities, and upon such deposit the Company shall be deemed to have paid and discharged its entire indebtedness on such Debt Securities. Thereafter, Holders would be able to look only to such trust fund for payment of principal and interest at the Stated Maturity.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Debt Security Register, upon surrender of this Security for registration of transfer at the Corporate Trust Office of the Trustee or at such other offices or agencies of the Trustee from time to time designated for such purpose, or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Debt Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations for the same aggregate principal amount, shall be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.  As provided in the Indenture and subject to the limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same upon surrender of the Security or Securities to be exchanged at the office or agency of the Company.

All undefined terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

This Security shall be governed by, and construed in accordance with, the laws of the State of New York.

A-8

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM — as tenants in common	UNIF GIFT MIN ACT -	______Custodian ______ (Cust)                  (Minor)
TEN ENT — as tenants by the entireties
JT TEN — as joint tenants with rights of survivorship and not as tenants in common		under Uniform Gifts to Minors Act ____________________
	(State)

Additional abbreviations may also be used though not on the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto (please insert Social Security or other identifying number of assignee)

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE

the within Security and all rights thereunder, hereby irrevocably constituting and appointing                      agent to transfer said Security on the books of the Company, with full power of substitution in the premises.

Dated: _____________________________________________________
	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatever.
	Signature
	Guarantee:

A-9

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-10

EXHIBIT B

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:	The Bank of New York Mellon Trust Company, N.A., as Trustee
	By:
	Authorized Signatory

B-1

EX-5.1

Exhibit 5.1

DUKE ENERGY BUSINESS SERVICES LLC

526 South Church Street

Charlotte, North Carolina 28202

November 26, 2019

Duke Energy Florida, LLC

299 First Avenue North

St. Petersburg, Florida 33701

Re: Duke Energy Florida, LLC $700,000,000 aggregate principal amount of First Mortgage Bonds, 2.50% Series due 2029 and $200,000,000 aggregate principal amount of Series A Floating Rate Senior Notes due 2021

Ladies and Gentlemen:

I am Deputy General Counsel of Duke Energy Business Services LLC, the service company affiliate of Duke Energy Florida, LLC, a Florida limited liability company (the “Company”), and in such capacity I have acted as counsel to the Company in connection with the public offering of (i) $700,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 2.50% Series due 2029 (the “Bonds”), to be issued under an Indenture (the “Original Mortgage”), dated as of January 1, 1944, with The Bank of New York Mellon, as successor Trustee (the “Mortgage Trustee”), as heretofore supplemented and amended and as further supplemented by the Fifty-Sixth Supplemental Indenture, dated as of November 1, 2019 (the “Fifty-Sixth Supplemental Indenture”) (as so amended and supplemented, the “Mortgage”) and (ii) $200,000,000 aggregate principal amount of the Company’s Series A Floating Rate Senior Notes due 2021 (the “Notes”), to be issued pursuant to an Indenture (For Debt Securities) (the “Original Indenture”), dated as of December 7, 2005, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor Trustee (the “Indenture Trustee”), as supplemented from time to time, including by the Second Supplemental Indenture, dated as of November 26, 2019 (the “Second Supplemental Indenture”) (as so supplemented, the “Indenture”). On November 21, 2019, the Company entered into (i) an Underwriting Agreement (the “Bonds Underwriting Agreement”) with BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (the “Bonds Underwriters”), relating to the sale by the Company to the Bonds Underwriters of the Bonds and (ii) an Underwriting Agreement (the “Notes Underwriting Agreement”) with PNC Capital Markets LLC, CastleOak Securities, L.P., Great Pacific Securities, Samuel A. Ramirez & Company, Inc., C.L. King & Associates, Inc. and Drexel Hamilton, LLC, as representatives of the several underwriters named therein (the “Notes Underwriters”), relating to the sale by the Company to the Notes Underwriters of the Notes.

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “1933 Act”).

I am a member of the bar of the State of North Carolina and my opinions set forth herein are limited to the laws of the State of New York and the State of Florida. I do not express any opinion with respect to the laws of any other jurisdiction, or as to the effect thereof on the opinions herein stated. In rendering the opinions set forth herein, with respect to matters of Florida law, I have relied on the opinion letter of Dianne M. Triplett, Esq., Deputy General Counsel of Duke Energy Business Services LLC, the service company affiliate of the Company, attached hereto as Annex I. The Mortgage and the form of Bonds do not include provisions specifying the governing law. For purposes of my opinions, I have assumed that the Mortgage and the Bonds are governed exclusively by the laws of the State of Florida.

Duke Energy Florida, LLC

Page 2 of 8

In connection with this opinion letter, I or attorneys under my supervision (with whom I have consulted) have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of:

(a) the registration statement on Form S-3 (File No. 333-233896-05) of the Company filed on September 23, 2019 with the Securities and Exchange Commission (the “Commission”) under the 1933 Act, allowing for delayed offerings pursuant to Rule 415 under the 1933 Act and the information deemed to be a part of such registration statement as of the date hereof pursuant to Rule 430B of the rules and regulations under the 1933 Act (the “1933 Act Regulations”) and the information incorporated or deemed to be incorporated by reference in such registration statement pursuant to Item 12 of Form S-3 under the 1933 Act (such registration statement, effective upon filing with the Commission on September 23, 2019 pursuant to Rule 462(e) of the 1933 Act Regulations, being hereinafter referred to as the “Registration Statement”);

(b) the prospectus, dated September 23, 2019, including the information incorporated or deemed to be incorporated by reference therein, which forms a part of and is included in the Registration Statement in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

(c) the preliminary prospectus supplement, dated November 21, 2019, including the information incorporated or deemed to be incorporated by reference therein, relating to the offering of the Bonds in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

(d) the preliminary prospectus supplement, dated November 21, 2019, including the information incorporated or deemed to be incorporated by reference therein, relating to the offering of the Notes in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

(e) the prospectus supplement, dated November 21, 2019, including the information incorporated or deemed to be incorporated by reference therein (the “Bonds Prospectus Supplement”), relating to the offering of the Bonds in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

(f) the prospectus supplement, dated November 21, 2019, including the information incorporated or deemed to be incorporated by reference therein (the “Notes Prospectus Supplement”), relating to the offering of the Notes in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

(g) the Issuer Free Writing Prospectus relating to the offering of the Bonds filed with the Commission on November 21, 2019 pursuant to Rule 433(d) of the 1933 Act Regulations and Section 5(e) of the Underwriting Agreement;

(h) the Issuer Free Writing Prospectus relating to the offering of the Notes filed with the Commission on November 21, 2019 pursuant to Rule 433(d) of the 1933 Act Regulations and Section 5(e) of the Underwriting Agreement;

(i) an executed copy of the Bonds Underwriting Agreement;

(j) an executed copy of the Notes Underwriting Agreement;

(k) an executed copy of the Mortgage, including the Fifty-Sixth Supplemental Indenture;

(l) an executed copy of the Indenture, including the Second Supplemental Indenture;

(m) a specimen of the Bonds;

(n) a specimen of the Notes;

Duke Energy Florida, LLC

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(o) the Articles of Organization of the Company, effective August 1, 2015;

(p) the Limited Liability Company Operating Agreement of the Company, dated as of August 1, 2015;

(q) resolutions of the Board of Directors of the Company (the “Board of Directors”), adopted at a meeting of the Board of Directors on February 23, 1944, authorizing, among other things, the Original Mortgage;

(r) resolutions of the Board of Directors, adopted at a meeting of the Board of Directors on July 22, 1993, establishing and appointing the First Mortgage Bond Indenture Committee;

(s) resolutions of the Board of Directors, adopted at a meeting of the Board of Directors on June 20, 2011, reestablishing the conditions upon which the First Mortgage Bond Indenture Committee may authorize the issuance and sale of the Company’s first mortgage bonds, among other matters;

(t) resolutions of the Board of Directors, adopted by unanimous written consent effective November 8, 2012, reappointing the First Mortgage Bond Indenture Committee, among other matters;

(u) resolutions of the Board of Directors, adopted by unanimous written consent effective May 21, 2014, further reappointing the First Mortgage Bond Indenture Committee;

(v) resolutions of the Board of Directors, adopted by unanimous written consent effective September 16, 2016, further reappointing the First Mortgage Bond Indenture Committee;

(w) resolutions of the Board of Directors, adopted by unanimous written consent effective September 16, 2019, authorizing the filing of the Registration Statement and the issuance of the Company’s securities and further reappointing the First Mortgage Bond Indenture Committee of the Board of Directors, among other matters;

(x) the written consent of the First Mortgage Bond Indenture Committee of the Board of Directors, effective November 21, 2019, acting pursuant to specific delegation made and authorization given by the Board of Directors on July 22, 1993, June 20, 2011, November 8, 2012, May 21, 2014, September 16, 2016 and September 16, 2019, relating to the offering of the Bonds;

(y) resolutions of the Securities Pricing Committee of the Board of Directors, adopted at a meeting held on December 7, 2005, authorizing, among other things, the Original Indenture;

(z) the written consent of the Assistant Treasurer of the Company, effective November 21, 2019, acting pursuant to specific delegation made and authorization given by the Board of Directors on September 16, 2019, relating to the offering of the Notes; and

(aa) a good standing certificate of the Company issued by the Secretary of State of the State of Florida on November 21, 2019.

I or attorneys under my supervision (with whom I have consulted) have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements and certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as I or attorneys under my supervision (with whom I have consulted) have deemed necessary or appropriate as a basis for the opinions set forth below.

In my examination, I or attorneys under my supervision (with whom I have consulted) have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity of such copies. In making my examination of executed documents or documents to be executed, I have assumed that the parties thereto, other than the Company, had the power or will have the power, limited liability company or other, to enter into and perform all obligations thereunder and I have also assumed the due authorization by all requisite action, limited liability company or other, and the execution and delivery by such parties of such documents and, except to the extent expressly set forth below, the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein which were not independently established or verified, I or attorneys under my supervision (with whom I have consulted) have relied upon oral or written statements and representations of officers and other representatives of the Company and others and of public officials.

Duke Energy Florida, LLC

Page 4 of 8

The opinions set forth below are subject to the following further qualifications, assumptions and limitations:

(i) the validity or enforcement of any agreements or instruments may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting mortgagees’ (in the case of the Bonds) and other creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); and

(ii) I do not express any opinion as to the applicability or effect of any fraudulent transfer, preference or similar law on any agreements or instruments or any transactions contemplated thereby.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that:

(i) the Bonds have been duly authorized and executed by the Company, and that when duly authenticated by the Mortgage Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Bonds Underwriting Agreement and the Mortgage, the Bonds will constitute valid and binding obligations of the Company entitled to the benefits of the Mortgage and enforceable against the Company in accordance with their terms; and

(ii) the Notes have been duly authorized and executed by the Company, and that when duly authenticated by the Indenture Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Notes Underwriting Agreement and the Indenture, the Notes will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms.

I hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement through incorporation by reference of a current report on Form 8-K. I also hereby consent to the use of my name under the heading “Legal Matters” in each of the Bonds Prospectus Supplement and the Notes Prospectus Supplement. In giving this consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Commission promulgated thereunder. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and I disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ Robert T. Lucas III

Robert T. Lucas III, Esq.

Annex I

DUKE ENERGY BUSINESS SERVICES LLC

526 South Church Street

Charlotte, North Carolina 28202

November 26, 2019

Robert T. Lucas III, Esq.

550 S. Tryon Street

Charlotte, North Carolina 28202

Re: Duke Energy Florida, LLC $700,000,000 aggregate principal amount of First Mortgage Bonds, 2.50% Series due 2029 and $200,000,000 aggregate principal amount of Series A Floating Rate Senior Notes due 2021

Dear Mr. Lucas:

I am Deputy General Counsel of Duke Energy Business Services LLC, the service company affiliate of Duke Energy Florida, LLC, a Florida limited liability company (the “Company”), and in such capacity I have acted as counsel to the Company in connection with the public offering of (i) $700,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 2.50% Series due 2029 (the “Bonds”), to be issued under an Indenture (the “Original Mortgage”), dated as of January 1, 1944, with The Bank of New York Mellon, as successor Trustee (the “Mortgage Trustee”), as heretofore supplemented and amended and as further supplemented by the Fifty-Sixth Supplemental Indenture, dated as of November 1, 2019 (the “Fifty-Sixth Supplemental Indenture”) (as so amended and supplemented, the “Mortgage”) and (ii) $200,000,000 aggregate principal amount of the Company’s Series A Floating Rate Senior Notes due 2021 (the “Notes”), to be issued pursuant to an Indenture (For Debt Securities) (the “Original Indenture”), dated as of December 7, 2005, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor Trustee, as supplemented from time to time, including by the Second Supplemental Indenture, dated as of November 26, 2019 (the “Second Supplemental Indenture”) (as so supplemented, the “Indenture”). On November 21, 2019, the Company entered into (i) an Underwriting Agreement (the “Bonds Underwriting Agreement”) with BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (the “Bonds Underwriters”), relating to the sale by the Company to the Bonds Underwriters of the Bonds and (ii) an Underwriting Agreement (the “Notes Underwriting Agreement”) with PNC Capital Markets LLC, CastleOak Securities, L.P., Great Pacific Securities, Samuel A. Ramirez & Company, Inc., C.L. King & Associates, Inc. and Drexel Hamilton, LLC, as representatives of the several underwriters named therein (the “Notes Underwriters”), relating to the sale by the Company to the Notes Underwriters of the Notes.

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “1933 Act”).

I am a member of the bar of the State of Florida and my opinions set forth herein are limited to the laws of the State of Florida. I do not express any opinion with respect to the laws of any other jurisdiction, or as to the effect thereof on the opinions herein stated. The Mortgage and the form of Bonds do not include provisions specifying the governing law. For purposes of my opinions, I have assumed that the Mortgage and the Bonds are governed exclusively by the laws of the State of Florida.

In connection with this opinion letter, I or attorneys under my supervision (with whom I have consulted) have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of:

(a) the registration statement on Form S-3 (File No. 333-233896-05) of the Company filed on September 23, 2019 with the Securities and Exchange Commission (the “Commission”) under the 1933 Act, allowing for delayed offerings pursuant to Rule 415 under the 1933 Act and the information deemed to be a part of such registration statement as of the date hereof pursuant to Rule 430B of the rules and regulations under the 1933 Act (the “1933 Act Regulations”) and the information incorporated or deemed to be incorporated by reference in such registration statement pursuant to Item 12 of Form S-3 under the 1933 Act (such registration statement, effective upon filing with the Commission on September 23, 2019 pursuant to Rule 462(e) of the 1933 Act Regulations, being hereinafter referred to as the “Registration Statement”);

Duke Energy Florida, LLC

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(b) the prospectus, dated September 23, 2019, including the information incorporated or deemed to be incorporated by reference therein, which forms a part of and is included in the Registration Statement in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

(c) the preliminary prospectus supplement, dated November 21, 2019, including the information incorporated or deemed to be incorporated by reference therein, relating to the offering of the Bonds in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

(d) the preliminary prospectus supplement, dated November 21, 2019, including the information incorporated or deemed to be incorporated by reference therein, relating to the offering of the Notes in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

(e) the prospectus supplement, dated November 21, 2019, including the information incorporated or deemed to be incorporated by reference therein, relating to the offering of the Bonds in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

(f) the prospectus supplement, dated November 21, 2019, including the information incorporated or deemed to be incorporated by reference therein, relating to the offering of the Notes in the form filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations;

(g) the Issuer Free Writing Prospectus relating to the offering of the Bonds filed with the Commission on November 21, 2019 pursuant to Rule 433(d) of the 1933 Act Regulations and Section 5(e) of the Underwriting Agreement;

(h) the Issuer Free Writing Prospectus relating to the offering of the Notes filed with the Commission on November 21, 2019 pursuant to Rule 433(d) of the 1933 Act Regulations and Section 5(e) of the Underwriting Agreement;

(i) an executed copy of the Bonds Underwriting Agreement;

(j) an executed copy of the Notes Underwriting Agreement;

(k) an executed copy of the Mortgage, including the Fifty-Sixth Supplemental Indenture;

(l) an executed copy of the Indenture, including the Second Supplemental Indenture;

(m) a specimen of the Bonds;

(n) a specimen of the Notes;

(o) the Articles of Organization of the Company, effective August 1, 2015;

(p) the Limited Liability Company Operating Agreement of the Company, dated as of August 1, 2015;

Duke Energy Florida, LLC

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(q) resolutions of the Board of Directors of the Company (the “Board of Directors”), adopted at a meeting of the Board of Directors on February 23, 1944, authorizing, among other things, the Original Mortgage;

(r) resolutions of the Board of Directors, adopted at a meeting of the Board of Directors on July 22, 1993, establishing and appointing the First Mortgage Bond Indenture Committee;

(s) resolutions of the Board of Directors, adopted at a meeting of the Board of Directors on June 20, 2011, reestablishing the conditions upon which the First Mortgage Bond Indenture Committee may authorize the issuance and sale of the Company’s first mortgage bonds, among other matters;

(t) resolutions of the Board of Directors, adopted by unanimous written consent effective November 8, 2012, reappointing the First Mortgage Bond Indenture Committee, among other matters;

(u) resolutions of the Board of Directors, adopted by unanimous written consent effective May 21, 2014, further reappointing the First Mortgage Bond Indenture Committee;

(v) resolutions of the Board of Directors, adopted by unanimous written consent effective September 16, 2016, further reappointing the First Mortgage Bond Indenture Committee;

(w) resolutions of the Board of Directors, adopted by unanimous written consent effective September 16, 2019, authorizing the filing of the Registration Statement and the issuance of the Company’s securities and further reappointing the First Mortgage Bond Indenture Committee of the Board of Directors, among other matters;

(x) the written consent of the First Mortgage Bond Indenture Committee of the Board of Directors, effective November 21, 2019, acting pursuant to specific delegation made and authorization given by the Board of Directors on July 22, 1993, June 20, 2011, November 8, 2012, May 21, 2014, September 16, 2016 and September 16, 2019, relating to the offering of the Bonds;

(y) resolutions of the Securities Pricing Committee of the Board of Directors, adopted at a meeting held on December 7, 2005, authorizing, among other things, the Original Indenture;

(z) the written consent of the Assistant Treasurer of the Company, effective November 21, 2019, acting pursuant to specific delegation made and authorization given by the Board of Directors on September 16, 2019, relating to the offering of the Notes; and

(aa) a good standing certificate of the Company issued by the Secretary of State of the State of Florida on November 21, 2019.

I or attorneys under my supervision (with whom I have consulted) have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements and certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as I or attorneys under my supervision (with whom I have consulted) have deemed necessary or appropriate as a basis for the opinions set forth below.

In my examination, I or attorneys under my supervision (with whom I have consulted) have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity of such copies. In making my examination of executed documents or documents to be executed, I have assumed that the parties thereto, other than the Company, had the power or will have the power, limited liability company or other, to enter into and perform all obligations thereunder and I have also assumed the due authorization by all requisite action, limited liability company or other, and the execution and delivery by such parties of such documents and, except to the extent expressly set forth below, the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein which were not independently established or verified, I or attorneys under my supervision (with whom I have consulted) have relied upon oral or written statements and representations of officers and other representatives of the Company and others and of public officials.

Duke Energy Florida, LLC

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The opinions set forth below are subject to the following further qualifications, assumptions and limitations:

(i) the validity or enforcement of any agreements or instruments may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting mortgagees’ and other creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); and

(ii) I do not express any opinion as to the applicability or effect of any fraudulent transfer, preference or similar law on any agreements or instruments or any transactions contemplated thereby.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that:

(i) the Bonds have been duly authorized and executed by the Company, and that when duly authenticated by the Mortgage Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Bonds Underwriting Agreement and the Mortgage, the Bonds will constitute valid and binding obligations of the Company entitled to the benefits of the Mortgage and enforceable against the Company in accordance with their terms; and

(ii) the Notes have been duly authorized and executed by the Company.

This opinion letter is furnished for your benefit in connection with your rendering an opinion letter to the Company to be filed as an exhibit to the Registration Statement through incorporation by reference of a current report on Form 8-K, and I hereby consent to your attaching this opinion letter as an annex to such opinion letter. In giving this consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Commission promulgated thereunder. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and I disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ Dianne M. Triplett

Dianne M. Triplett, Esq.

EX-99.1

Exhibit 99.1

Execution Version 

DUKE ENERGY FLORIDA, LLC

FIRST MORTGAGE BONDS,

$700,000,000 2.50% SERIES DUE 2029

UNDERWRITING AGREEMENT

November 21, 2019

BNP Paribas Securities Corp.

MUFG Securities Americas Inc.

RBC Capital Markets, LLC

SMBC Nikko Securities America, Inc.

TD Securities (USA) LLC

U.S. Bancorp Investments, Inc.

As Representatives of the several Underwriters

c/o RBC Capital Markets, LLC

200 Vesey Street

New York, New York 10281

Ladies and Gentlemen:

Introductory. DUKE ENERGY FLORIDA, LLC, a Florida limited liability company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell $700,000,000 aggregate principal amount of First Mortgage Bonds, 2.50% Series due 2029 (the “Bonds”), to be issued under and secured by its Indenture, dated as of January 1, 1944 (the “Original Mortgage”), between the Company and The Bank of New York Mellon, as successor trustee (the “Trustee”), as amended and supplemented by various supplemental indentures, including the Fifty-Sixth Supplemental Indenture, to be dated as of November 1, 2019 (the “Supplemental Indenture”) (the Original Mortgage, as so amended and supplemented, being hereinafter called the “Mortgage”). BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc. (the “Representatives”) are acting as representatives of the several underwriters named in Schedule A hereto (together with the Representatives, the “Underwriters”). The Company understands that the several Underwriters propose to offer the Bonds for sale upon the terms and conditions contemplated by (i) this Agreement and (ii) the Base Prospectus, the Preliminary Prospectus and any Permitted Free Writing Prospectus (each as defined below) issued at or prior to the Applicable Time (as defined below) (the documents referred to in the foregoing subclause (ii) are referred to herein as the “Pricing Disclosure Package”).

1.Representations and Warranties of the Company. As of the date hereof, as of the Applicable Time (as defined below) and as of the Closing Date (as defined below) the Company represents and warrants to, and agrees with, the several Underwriters that:

(a) A registration statement (No. 333-233896-05), including a prospectus, relating to the Bonds and certain other securities has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). Such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to you, became effective upon filing with the Commission pursuant to Rule 462 of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”), and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act has been initiated or threatened by the Commission (if prepared, any preliminary prospectus supplement specifically relating to the Bonds immediately prior to the Applicable Time included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations being hereinafter called a “Preliminary Prospectus”); the term “Registration Statement” means the registration statement as deemed revised pursuant to Rule 430B(f)(1) of the 1933 Act Regulations on the date of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act, as such section applies to the Company and the Underwriters for the Bonds pursuant to Rule 430B(f)(2) of the 1933 Act Regulations (the “Effective Date”), including all exhibits thereto and including the documents incorporated by reference in the prospectus contained in the Registration Statement at the time such part of the Registration Statement became effective; the term “Base Prospectus” means the prospectus filed with the Commission on the date hereof by the Company; and the term “Prospectus” means the Base Prospectus together with the prospectus supplement specifically relating to the Bonds prepared in accordance with the provisions of Rule 430B and promptly filed after execution and delivery of this Agreement pursuant to Rule 430B or Rule 424(b) of the 1933 Act Regulations; any information included in such Prospectus that was omitted from the Registration Statement at the time it became effective but that is deemed to be a part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information;” and any reference herein to the Registration Statement, Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, prior to the date hereof; any reference to any amendment or supplement to any Preliminary Prospectus or Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. For purposes of this Agreement, the term “Applicable Time” means 3:20 p.m. (New York City time) on the date hereof.

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(b) The Registration Statement, the Permitted Free Writing Prospectus specified on Schedule B hereto, the Preliminary Prospectus and the Prospectus conform, and any amendments or supplements thereto will conform, in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations; and (A) the Registration Statement, as of its original effective date, as of the date of any amendment, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, and at the Closing Date, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) (i) the Pricing Disclosure Package, as of the Applicable Time, did not, (ii) the Prospectus and any amendment or supplement thereto, as of their dates, will not, and (iii) the Prospectus as of the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no warranty or representation to the Underwriters with respect to any statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters specifically for use in the Registration Statement, the Permitted Free Writing Prospectus, the Preliminary Prospectus or the Prospectus.

(c) Any Permitted Free Writing Prospectus specified on Schedule B hereto as of its issue date and at all subsequent times through the completion of the public offer and sale of the Bonds or until any earlier date that the Company notified or notifies the Underwriters pursuant to Section 5(f) hereof did not, does not and will not include any information that conflicts with the information (not superseded or modified as of the Effective Date) contained in the Registration Statement, any Preliminary Prospectus or the Prospectus.

(d) At the earliest time the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Bonds, the Company was not an “ineligible issuer” as defined in Rule 405 of the 1933 Act Regulations. The Company is, and was at the time of the initial filing of the Registration Statement, eligible to use Form S-3 under the 1933 Act.

(e) The documents and interactive data in eXtensible Business Reporting Language (“XBRL”) incorporated or deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time they were filed or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”), and, when read together with the other information in the Prospectus, (a) at the time the Registration Statement became effective, (b) at the Applicable Time and (c) on the Closing Date did not, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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(f) The Company’s most recent Annual Report filed on Form 10-K meets the conditions specified in General Instruction I(1)(a) and (b) of the General Instructions for Form 10-K, and the Company’s most recent Quarterly Report filed on Form 10-Q meets the conditions specified in General Instruction H(1) of the General Instructions for Form 10-Q.

(g) The compliance by the Company with all of the provisions of this Agreement has been duly authorized by all necessary limited liability company action and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is subject that would have a material adverse effect on the business, financial condition or results of operations of the Company, nor will such action result in any violation of the provisions of the Articles of Organization, the Limited Liability Company Operating Agreement or other governing document of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties that would have a material adverse effect on the business, financial condition or results of operations of the Company; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except for authorization by the Florida Public Service Commission and the registration under the 1933 Act of the Bonds, qualification under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Bonds by the Underwriters.

(h) This Agreement has been duly authorized, executed and delivered by the Company.

(i) The Original Mortgage has been duly authorized, executed and delivered by the Company and duly qualified under the 1939 Act and the Supplemental Indenture has been duly authorized and when executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Mortgage constitutes a valid and legally binding instrument of the Company enforceable against the Company in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting mortgagees’ and other creditors’ rights generally and (ii) general principles of equity and any implied covenant of good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding at law or in equity and except for the effect on enforceability of federal or state law limiting, delaying or prohibiting the making of payments outside the United States); provided, however, that certain remedies, waivers and other provisions of the Mortgage may not be enforceable, but such unenforceability will not render the Mortgage invalid as a whole or affect the judicial enforcement of (x) the obligation of the Company to repay the principal, together with the interest thereon as provided in the Securities or (y) the right of the Trustee to exercise its right to foreclose under the Mortgage.

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(j) The Bonds have been duly authorized and when executed by the Company, and when authenticated by the Trustee, in the manner provided in the Mortgage and delivered against payment therefor, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting mortgagees’ and other creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and are entitled to the benefits and security afforded by the Mortgage in accordance with the terms of the Mortgage and the Bonds, except as set forth in paragraph (i) above.

(k) Any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed or incorporated by reference as an exhibit to the Registration Statement or the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2018 or any subsequent Quarterly Report on Form 10-Q of the Company or any Current Report on Form 8-K of the Company with a filing date after December 31, 2018 are all indentures, mortgages, deeds of trust, loan agreements or other agreements or instruments that are material to the Company and its subsidiaries taken as a whole.

(l) The Company has no “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X under the 1933 Act.

(m) The Company (i) is a limited liability company duly organized and validly existing in good standing under the laws of the State of Florida and (ii) is duly qualified to do business in each jurisdiction where the failure to be so qualified would materially adversely affect the ability of the Company to perform its obligations under this Agreement, the Mortgage or the Bonds.

3.Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 99.297% of the principal amount of the Bonds plus accrued interest, if any, from November 26, 2019 (and in the manner set forth below), the principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to reimburse the Company for expenses incurred in connection with the offering of the Bonds in an aggregate amount equal to $1,400,000.

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Payment of the purchase price for the Bonds to be purchased by the Underwriters and the reimbursement referred to above shall be made to the Company by wire transfer of immediately available funds, payable to the order of the Company against delivery of the Bonds, in fully registered form, to you or upon your order at 10:00 a.m., New York City time, on November 26, 2019 or such other time and date as shall be mutually agreed upon in writing by the Company and the Representatives (the “Closing Date”). The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019.

4.Offering by the Underwriters. It is understood that the several Underwriters propose to offer the Bonds for sale to the public as set forth in the Pricing Disclosure Package and the Prospectus.

5.Covenants of the Company. The Company covenants and agrees with the several Underwriters that:

(a) The Company will cause any Preliminary Prospectus and the Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) of the 1933 Act Regulations, and advise the Underwriters promptly of the filing of any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement, and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

(b) If at any time when a prospectus relating to the Bonds (or the notice referred to in Rule 173(a) of the 1933 Act Regulations) is required to be delivered under the 1933 Act any event occurs as a result of which the Pricing Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Pricing Disclosure Package or the Prospectus to comply with the 1933 Act, the Company promptly will prepare and file with the Commission an amendment, supplement or an appropriate document pursuant to Section 13 or 14 of the 1934 Act which will correct such statement or omission or which will effect such compliance.

(c) The Company, during the period when a prospectus relating to the Bonds is required to be delivered under the 1933 Act, will timely file all documents required to be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act.

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(d) Without the prior consent of the Underwriters, the Company has not made and will not make any offer relating to the Bonds that would constitute a “free writing prospectus” as defined in Rule 405 of the 1933 Act Regulations, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company, it has not made and will not make any offer relating to the Bonds that would constitute a “free writing prospectus” as defined in Rule 405 of the 1933 Act Regulations, other than a Permitted Free Writing Prospectus or a free writing prospectus that is not required to be filed by the Company pursuant to Rule 433 of the 1933 Act Regulations (“Rule 433”); any such free writing prospectus (which shall include the pricing term sheet referred to in Section 5(e) below), the use of which has been consented to by the Company and the Underwriters, is specified in Item 3 of Schedule B and herein is called a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

(e) The Company agrees to prepare a pricing term sheet specifying the terms of the Bonds not contained in any Preliminary Prospectus, substantially in the form of Schedule C hereto and approved by the Representatives on behalf of the Underwriters, and to file such pricing term sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof.

(f) The Company agrees that if at any time following the issuance of a Permitted Free Writing Prospectus any event occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information (not superseded or modified as of the Effective Date) in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an 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 then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Underwriters, will prepare and furnish without charge to each Underwriter a free writing prospectus or other document, the use of which has been consented to by the Underwriters, which will correct such conflict, statement or omission; provided, however, that this covenant shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters specifically for use in the Registration Statement, the Pricing Disclosure Package or the Prospectus.

(g) The Company will make generally available to its security holders, in each case as soon as practicable but not later than 60 days after the close of the period covered thereby, earnings statements (in form complying with the provisions of Rule 158 under the 1933 Act, which need not be certified by independent certified public accountants unless required by the 1933 Act) covering (i) a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the effective date of the Registration Statement and (ii) a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the date of this Agreement.

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(h) The Company will furnish to you, without charge, copies of the Registration Statement (three of which will include all exhibits other than those incorporated by reference), the Pricing Disclosure Package and the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as you reasonably request.

(i) The Company will arrange or cooperate in arrangements, if necessary, for the qualification of the Bonds for sale under the laws of such jurisdictions as you designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company shall not be required to qualify as a foreign limited liability company or to file any general consents to service of process under the laws of any state where it is not now so subject.

(j) The Company will pay all expenses incident to the performance of its obligations under this Agreement including (i) the printing and filing of the Registration Statement and the printing of this Agreement and any Blue Sky Survey, (ii) the preparation and printing of certificates for the Bonds, (iii) the issuance and delivery of the Bonds as specified herein, (iv) the fees and disbursements of counsel for the Underwriters in connection with the qualification of the Bonds under the securities laws of any jurisdiction in accordance with the provisions of Section 5(i) and in connection with the preparation of the Blue Sky Survey, such fees not to exceed $5,000, (v) the printing and delivery to the Underwriters, in quantities as hereinabove referred to, of copies of the Registration Statement and any amendments thereto, of any Preliminary Prospectus, of the Prospectus, of any Permitted Free Writing Prospectus and any amendments or supplements thereto, (vi) any fees charged by independent rating agencies for rating the Bonds, (vii) any fees and expenses in connection with the listing of the Bonds on the New York Stock Exchange LLC, (viii) any filing fee required by the Financial Industry Regulatory Authority, Inc. (ix) the costs of any depository arrangements for the Bonds with DTC or any successor depositary, (x) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Bonds, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the Underwriters and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show; provided, however, the Underwriters shall reimburse a portion of the costs and expenses referred to in this clause (x) and (xi) the preparation, execution, filing and recording by the Company of the Supplemental Indenture; and the Company will pay all taxes, if any (but not including any transfer taxes), on the filing and recordation of the Supplemental Indenture.

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(k) Promptly after the Closing Date, the Company will cause the Supplemental Indenture to be recorded (i) in all recording offices in the State of Florida in which the property intended to be subject to the lien of the Mortgage is located and (ii) with the Surface Transportation Board.

6.Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Bonds will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

(a) The Prospectus shall have been filed by the Company with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for filing by the 1933 Act Regulations and in accordance herewith and each Permitted Free Writing Prospectus shall have been filed by the Company with the Commission within the applicable time periods prescribed for such filings by, and otherwise in compliance with, Rule 433.

(b) At or after the Applicable Time and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act shall have been instituted or, to the knowledge of the Company or you, shall be threatened by the Commission.

(c) At or after the Applicable Time and prior to the Closing Date, the rating assigned by Moody’s Investors Service, Inc. or S&P Global Ratings (or any of their successors) to any debt securities or preferred stock of the Company as of the date of this Agreement shall not have been lowered.

(d) Since the respective most recent dates as of which information is given in the Pricing Disclosure Package and the Prospectus and up to the Closing Date, there shall not have been any material adverse change in the condition of the Company, financial or otherwise, except as reflected in or contemplated by the Pricing Disclosure Package and the Prospectus, and, since such dates and up to the Closing Date, there shall not have been any material transaction entered into by the Company other than transactions contemplated by the Pricing Disclosure Package and the Prospectus and transactions in the ordinary course of business, the effect of which in your reasonable judgment is so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Bonds on the terms and in the manner contemplated by the Pricing Disclosure Package and the Prospectus.

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(e) You shall have received an opinion of Dianne M. Triplett, Esq., Deputy General Counsel of Duke Energy Business Services LLC, the service company subsidiary of Duke Energy Corporation (who in such capacity provides legal services to the Company) (or other appropriate counsel reasonably satisfactory to the Representatives, which may include Duke Energy Corporation’s other “in-house” counsel), dated the Closing Date, to the effect that:

(i) The Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Florida, with power and authority (limited liability company and other) to own its properties and conduct its business as described in the Pricing Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement.

(ii) The Company is duly qualified to do business in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification, except where the failure to so qualify, considering all such cases in the aggregate, does not have a material adverse effect on the business, properties, financial condition or results of operations of the Company.

(iii) The Registration Statement became effective upon filing with the Commission pursuant to Rule 462 of the 1933 Act Regulations, and, to the best of such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the 1933 Act.

(iv) The descriptions in the Registration Statement, the Pricing Disclosure Package and the Prospectus of any legal or governmental proceedings are accurate and fairly present the information required to be shown, and such counsel does not know of any litigation or any legal or governmental proceeding instituted or threatened against the Company or any of its properties that would be required to be disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus and is not so disclosed.

(v) This Agreement has been duly authorized, executed and delivered by the Company.

(vi) The issue and sale of the Bonds by the Company and the execution, delivery and performance by the Company of this Agreement, the Mortgage and the Bonds will not contravene any of the provisions of the Articles of Organization or the Limited Liability Company Operating Agreement, the Florida Revised Limited Liability Company Act or any statute or any order, rule or regulation of which such counsel is aware of any court or governmental agency or body having jurisdiction over the Company or any of its property, nor will such action conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement to which the Company is a party or by which it or its property is bound or to which any of its property or assets is subject or any instrument filed or incorporated by reference as an exhibit to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2018 or any subsequent Quarterly Report on Form 10-Q of the Company or any Current Report on Form 8-K of the Company with an execution or filing date after December 31, 2018, which affects in a material way the Company’s ability to perform its obligations under this Agreement, the Mortgage or the Bonds.

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(vii) The Florida Public Service Commission has issued an appropriate order with respect to the issuance and sale of the Bonds in accordance with this Agreement, and, to the best of such counsel’s knowledge, such order is still in effect and the issuance and sale of the Bonds to the Underwriters are in conformity with the terms of such order.

(viii) The Mortgage has been duly qualified under the 1939 Act.

(ix) The Mortgage has been duly and validly authorized by all necessary limited liability company action, has been duly and validly executed and delivered by the Company, and is a valid and binding mortgage of the Company enforceable in accordance with its terms; provided, however, that certain remedies, waivers and other provisions of the Mortgage may not be enforceable, but such unenforceability will not render the Mortgage invalid as a whole or affect the judicial enforcement of (A) the obligation of the Company to repay the principal, together with the interest thereon as provided in the Bonds or (B) the right of the Trustee to exercise its right to foreclose under the Mortgage.

(x) The Bonds have been duly authorized, executed and issued by the Company and, when the same have been authenticated by the Trustee as specified in the Mortgage and delivered against payment therefor, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, and are entitled to the benefits and security afforded by the Mortgage in accordance with the terms of the Mortgage and the Bonds, except as set forth in paragraph (ix) above.

(xi) The Company has good and marketable title, with minor exceptions, restrictions and reservations in conveyances, and defects that are of the nature ordinarily found in properties of similar character and magnitude and that, in such counsel’s opinion, will not in any substantial way impair the security afforded by the Mortgage, to all the properties described in the granting clauses of the Mortgage and upon which the Mortgage purports to create a lien. The description in the Mortgage of the above-mentioned properties is legally sufficient to constitute the Mortgage a lien upon said properties, including, without limitation, properties hereafter acquired by the Company (other than those expressly excepted and reserved therefrom). Said properties constitute substantially all the permanent physical properties and franchises (other than those expressly excepted and reserved therefrom) of the Company and are held by the Company free and clear of all liens and encumbrances except the lien of the Mortgage and excepted encumbrances, as defined in the Mortgage. The properties of the Company are subject to liens for current taxes, which it is the general practice of the Company to pay regularly as and when due. The Company has easements for rights-of-way adequate for the operation and maintenance of its transmission and distribution lines that are not constructed upon public highways. The Company has followed the practice generally of acquiring (i) certain rights-of-way and easements and certain small parcels of fee property appurtenant thereto and for use in conjunction therewith and (ii) certain other properties of small or inconsequential value, without an examination of title and, as to the title to lands affected by said rights-of-way and easements, of not examining the title of the lessor or grantor whenever the lands affected by such rights-of-way and easements are not of such substantial value as in the opinion of the Company to justify the expense attendant upon examination of titles in connection therewith. In the opinion of said counsel, such practice of the Company is consistent with sound economic practice and with the method followed by other companies engaged in the same business and is reasonably adequate to assure the Company of good and marketable title to all such property acquired by it. It is the opinion of said counsel that any such conditions or defects as may be covered by the above recited exceptions are not substantial and would not materially interfere with the Company’s use of such properties or with its business operations. The Company has the right of eminent domain in the State of Florida under which it may, if necessary, perfect or obtain title to privately owned land or acquire easements or rights-of-way required for use or used by the Company in its public utility operations.

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(xii) The Mortgage constitutes a valid, direct and first mortgage lien of record upon all franchises and properties now owned by the Company (other than those expressly excepted from the lien of the Mortgage and other than those franchises and properties which are not, individually or in the aggregate, material to the Company or the security afforded by the Mortgage) situated in the State of Florida, as described or referred to in the granting clauses of the Mortgage.

(xiii) The Mortgage, other than the Supplemental Indenture, has been recorded and filed in such manner and in such places as may be required by law in order to fully preserve and protect, in all material respects, the security of the bondholders and all rights of the Trustee thereunder, and the Supplemental Indenture relating to the Bonds is in proper form for filing for record, both as a real estate mortgage and as a security interest, in all counties in the State of Florida in which any of the property (except as any therein or in the Mortgage are expressly excepted) described therein or in the Mortgage as subject to the lien of the Mortgage is located and, as a security interest, with the Surface Transportation Board and, upon such recording, the Supplemental Indenture will constitute adequate record notice to perfect the lien of the Mortgage, and preserve and protect, in all material respects, the security of the bondholders and all rights of the Trustee, as to all mortgaged and pledged property acquired by the Company subsequent to the recording of the Fifty-Fifth Supplemental Indenture dated as of June 1, 2018 and prior to the recording of the Supplemental Indenture.

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(xiv) No consent, approval, authorization, order, registration or qualification of or with any federal or Florida governmental agency or body or, to such counsel’s knowledge, any federal or Florida court, which has not been obtained or taken and is not in full force and effect, is required for the issue and sale of the Bonds by the Company and the compliance by the Company with all of the provisions of this Agreement, except for the registration under the 1933 Act of the Bonds, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Bonds by the Underwriters.

Such counsel may state that such counsel’s opinions in paragraphs (ix), (x) and (xii) above are subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting mortgagees’ and other creditors’ rights generally, and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing. Such counsel may also state that such counsel’s opinion in paragraph (xi) above is based upon the Company’s title insurance. Such counsel shall state that nothing has come to such counsel’s attention that has caused such counsel to believe that each document incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when filed, was not, on its face, appropriately responsive, in all material respects, to the requirements of the 1934 Act and the 1934 Act Regulations. Such counsel shall also state that nothing has come to such counsel’s attention that has caused such counsel to believe that (i) the Registration Statement as of the effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Pricing Disclosure Package at the Applicable Time contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) that the Prospectus as of its date or at the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may also state that, except as otherwise expressly provided in such opinion, such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in or incorporated by reference into the Registration Statement, the Pricing Disclosure Package or the Prospectus and does not express any opinion or belief as to (i) the financial statements or other financial and accounting data contained or incorporated by reference therein, or excluded therefrom, including XBRL interactive data, (ii) the statement of the eligibility and qualification of the Trustee included in the Registration Statement (the “Form T-1”) or (iii) the information in the Prospectus under the caption “Book-Entry System.”

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In rendering the foregoing opinion, such counsel may state that such counsel has relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by such counsel to be reliable.

(f) You shall have received an opinion of Hunton Andrews Kurth LLP, counsel to the Company, dated the Closing Date, to the effect that:

(i) The statements set forth (i) under the caption “Description of First Mortgage Bonds” in the Base Prospectus and (ii) under the caption “Description of the Mortgage Bonds” in the Pricing Disclosure Package and the Prospectus, insofar as such statements purport to summarize certain provisions of the Mortgage and the Bonds, fairly summarize such provisions in all material respects.

(ii) No Governmental Approval, which has not been obtained or taken and is not in full force and effect, is required to authorize, or is required for, the execution or delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby.

(iii) The Company is not and, solely after giving effect to the offering and sale of the Bonds and the application of the proceeds thereof as described in the Prospectus, will not be subject to registration and regulation as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(iv) The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Underwriting,” insofar as such statements purport to summarize certain provisions of this Agreement, fairly summarize such provisions in all material respects.

(v) The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Certain U.S. Federal Income Tax Considerations for Non-U.S. Holders,” insofar as such statements purport to constitute summaries of matters of United States federal income tax law, constitute accurate and complete summaries, in all material respects, subject to the qualifications set forth therein.

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In rendering the foregoing opinions, Hunton Andrews Kurth LLP may state that (i) “Governmental Approval” means any consent, approval, license, authorization or validation of, or filing, qualification or registration with, any Governmental Authority required to be made or obtained by the Company pursuant to Applicable Laws, other than any consent, approval, license, authorization, validation, filing, qualification or registration that may have become applicable as a result of the involvement of any party (other than the Company) in the transactions contemplated by this Agreement or because of such parties’ legal or regulatory status or because of any other facts specifically pertaining to such parties; (ii) “Governmental Authorities” means any court, regulatory body, administrative agency or governmental body of the State of New York having jurisdiction over the Company under Applicable Laws and the Federal Energy Regulatory Commission, but excluding the New York State Public Service Commission; and (iii) “Applicable Laws” means those laws, rules and regulations of the State of New York and those federal laws, rules and regulations of the United States, in each case, that, in such counsel’s experience, are normally applicable to transactions of the type contemplated by this Agreement (other than the antifraud provisions of the United States federal securities laws, state securities or Blue Sky laws, antifraud laws, and the rules and regulations of the Financial Industry Regulatory Authority, Inc., and the New York State Public Service Commission and the New York State Public Service Law), but without such counsel having made any special investigation as to the applicability of any specific law, rule or regulation, and the Federal Power Act and the rules and regulations of the Federal Energy Regulatory Commission thereunder. In addition, such counsel may state that it has relied as to certain factual matters on information obtained from public officials, officers and representatives of the Company and that the signatures on all documents examined by such counsel are genuine, assumptions which such counsel shall not independently verified.

You shall also have received a statement of Hunton Andrews Kurth LLP, dated the Closing Date, to the effect that:

(i) no facts have come to such counsel’s attention that have caused such counsel to believe that the documents filed by the Company under the 1934 Act and the 1934 Act Regulations that are incorporated by reference in the preliminary prospectus supplement that forms a part of the Pricing Disclosure Package and the Prospectus, when filed, were not, on their face, appropriately responsive in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations (except that in each case such counsel need not express any view as to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, or compliance with XBRL interactive data requirements), (ii) no facts have come to such counsel’s attention that have caused such counsel to believe that the Registration Statement, at the Applicable Time, and the Prospectus, as of its date, appeared on their face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the 1933 Act Rules and Regulations (except that in each case such counsel need not express any view as to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, compliance with XBRL interactive data requirements or that part of the Registration Statement that constitutes the statement of eligibility on the Form T-1) and (iii) no facts have come to such counsel’s attention that have caused such counsel to believe that the Registration Statement, at the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of its date or as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that in each case such counsel need not express any view as to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, or compliance with XBRL interactive data requirements, or that part of the Registration Statement that constitutes the statement of eligibility on the Form T-1). Such counsel shall further state that, in addition, no facts have come to such counsel’s attention that have caused such counsel to believe that the Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted 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 (except that such counsel need not express any view as to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, or compliance with XBRL interactive data requirements).

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In addition, such statement shall confirm that the Prospectus has been filed with the Commission within the time period required by Rule 424 of the 1933 Act Regulations and any required filing of a Permitted Free Writing Prospectus pursuant to Rule 433 of the 1933 Act Regulations has been made with the Commission within the time period required by Rule 433(d) of the 1933 Act Regulations. Such statement shall further state that assuming the accuracy of the factual matters contained in the representations and warranties of the Company set forth in Section 2(d) of this Agreement, the Registration Statement became effective upon filing with the Commission pursuant to Rule 462 of the 1933 Act Regulations and, pursuant to Section 309 of the 1939 Act, the Mortgage has been qualified under the 1939 Act, and that based solely on such counsel’s review of the Commission’s website, no stop order suspending the effectiveness of the Registration Statement has been issued and, to such counsel’s knowledge, no proceedings for that purpose have been instituted or are pending or threatened by the Commission. In addition, such counsel may state that such counsel does not pass upon, or assume any responsibility for, the accuracy, completeness or fairness of the statements contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus and has made no independent check or verification thereof (except to the limited extent referred to in Section 6(f)(i), (iv) and (v) above).

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(g) You shall have received a letter from Sidley Austin llp, counsel for the Underwriters, dated the Closing Date, with respect to such opinions and statements as you may reasonably request, and the Company shall have furnished to such counsel such documents as it may request for the purpose of enabling it to pass upon such matters. In giving its opinion, Sidley Austin llp may rely on the opinion of Dianne M. Triplett, Esq. (or other appropriate counsel reasonably satisfactory to the Representatives) as to matters of Florida law.

(h) On or after the date hereof, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally or of the securities of the Company or Duke Energy Corporation, on the New York Stock Exchange LLC; or (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities or a material disruption in commercial banking services or securities settlement or clearance services in the United States; or (iii) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this subsection (h) in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Bonds on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectus. In such event there shall be no liability on the part of any party to any other party except as otherwise provided in Section 7 hereof and except for the expenses to be borne by the Company as provided in Section 5(j) hereof.

(i) You shall have received a certificate of the Chairman of the Board, the President, any Vice President, the Secretary or an Assistant Secretary and any financial or accounting officer of the Company, dated the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct as of the Closing Date, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date, that the conditions specified in Section 6(c) and Section 6(d) have been satisfied, and that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission.

(j) At the time of the execution of this Agreement, you shall have received a letter dated such date, in form and substance satisfactory to you, from Deloitte & Touche LLP, the Company’s independent registered public accounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Pricing Disclosure Package and the Prospectus, including specific references to inquiries regarding any increase in long-term debt (excluding current maturities), decrease in net current assets (defined as current assets less current liabilities) or member’s equity, and decrease in operating revenues or net income for the period subsequent to the latest financial statements incorporated by reference in the Registration Statement when compared with the corresponding period from the preceding year, as of a specified date not more than three business days prior to the date of this Agreement.

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(k) At the Closing Date, you shall have received from Deloitte & Touche LLP, a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to subsection (j) of this Section 6, except that the specified date referred to shall be not more than three business days prior to the Closing Date.

The Company will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request.

7.Indemnification. (a) The Company agrees to indemnify and hold harmless each Underwriter, their respective officers and directors, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act, as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) including the Rule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters expressly for use in the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus;

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(ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and

(iii) against any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) of this subsection 7(a).

In no case shall the Company be liable under this indemnity agreement with respect to any claim made against any Underwriter or any such controlling person unless the Company shall be notified in writing of the nature of the claim within a reasonable time after the assertion thereof, but failure so to notify the Company shall not relieve it from any liability which it may have otherwise than under subsections 7(a) and 7(d). The Company shall be entitled to participate at its own expense in the defense, or, if it so elects, within a reasonable time after receipt of such notice, to assume the defense of any suit, but if it so elects to assume the defense, such defense shall be conducted by counsel chosen by it and approved by the Underwriter or Underwriters or controlling person or persons, or defendant or defendants in any suit so brought, which approval shall not be unreasonably withheld. In any such suit, any Underwriter or any such controlling person shall have the right to employ its own counsel, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless (i) the Company and such Underwriter shall have mutually agreed to the employment of such counsel, or (ii) the named parties to any such action (including any impleaded parties) include both such Underwriter or such controlling person and the Company and such Underwriter or such controlling person shall have been advised by such counsel that a conflict of interest between the Company and such Underwriter or such controlling person may arise and for this reason it is not desirable for the same counsel to represent both the indemnifying party and also the indemnified party (it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Underwriters and all such controlling persons, which firm shall be designated in writing by you). The Company agrees to notify you within a reasonable time of the assertion of any claim against it, any of its officers or directors or any person who controls the Company within the meaning of Section 15 of the 1933 Act, in connection with the sale of the Bonds.

(b) Each Underwriter severally and not jointly agrees that it will indemnify and hold harmless the Company, its directors and each of the officers of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act to the same extent as the indemnity contained in subsection (a) of this Section, but only with respect to statements or omissions made in the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters expressly for use in the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus. In case any action shall be brought against the Company or any person so indemnified based on the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each person so indemnified shall have the rights and duties given to the Underwriters, by the provisions of subsection (a) of this Section 7.

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(c) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding, and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party in respect of any and all loss, liability, claim, damage and expense whatsoever (or actions in respect thereof) that would otherwise have been indemnified under the terms of such indemnity, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total compensation received by the Underwriters in respect of the underwriting discount as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. The amount paid or payable by an indemnified party as a result of the losses, liabilities, claims, damages or expenses (or actions in respect thereof) referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Bonds underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute are several in proportion to their respective underwriting obligations and not joint.

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8.Default by One or More of the Underwriters. (a) If any Underwriter shall default in its obligation to purchase the principal amount of the Bonds which it has agreed to purchase hereunder on the Closing Date, you may in your discretion arrange for you or another party or other parties to purchase such Bonds on the terms contained herein. If within twenty-four hours after such default by any Underwriter you do not arrange for the purchase of such Bonds, then the Company shall be entitled to a further period of twenty-four hours within which to procure another party or other parties satisfactory to you to purchase such Bonds on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Bonds, or the Company notifies you that it has so arranged for the purchase of such Bonds, you or the Company shall have the right to postpone such Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement, the Pricing Disclosure Package or the Prospectus which may be required. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Bonds.

(b) If, after giving effect to any arrangements for the purchase of the Bonds of a defaulting Underwriter or Underwriters by you or the Company as provided in subsection (a) above, the aggregate amount of such Bonds which remains unpurchased does not exceed one-tenth of the aggregate amount of all the Bonds to be purchased at such Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the amounts of Bonds which such Underwriter agreed to purchase hereunder at such Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the amount of Bonds which such Underwriter agreed to purchase hereunder) of the Bonds of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

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(c) If, after giving effect to any arrangements for the purchase of the Bonds of a defaulting Underwriter or Underwriters by you or the Company as provided in subsection (a) above, the aggregate amount of such Bonds which remains unpurchased exceeds one-tenth of the aggregate amount of all the Bonds to be purchased at such Closing Date, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase the Bonds of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company as provided in Section 5(j) hereof and the indemnity and contribution agreement in Section 7 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

9.Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company, or any of their respective officers or directors or any controlling person referred to in Section 7, and will survive delivery of and payment for the Bonds.

10.Reliance on Your Acts. In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the Company shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives.

11.No Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s-length commercial transaction between the Company on the one hand, and the Underwriters on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its shareholders, creditors, employees, or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transaction contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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12.Recognition of the U.S. Special Resolution Regimes.

(i)        In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(ii)        In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

As used in this Section 12:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

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13.Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed or telecopied and confirmed to BNP Paribas Securities Corp., 787 Seventh Avenue, New York, New York 10019, Attention: High Grade Syndicate (new.york.syndicate@bnpparibas.com), MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, New York 10020, Attention: Capital Markets Group (fax no.: (646) 434-3455), RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: DCM Transaction Management (fax no.: (212) 428-6308), SMBC Nikko Securities America, Inc., 277 Park Avenue, New York, New York 10172, Attention: Debt Capital Markets, TD Securities (USA) LLC, 31 W. 52nd Street, 18th Floor, New York, New York 10019, Attention: Transaction Management Group, U.S. Bancorp Investments, Inc., 214 N. Tryon Street, 26th Floor, Charlotte, North Carolina 28203, Attention: Credit Fixed Income, (fax: (704)-335-2393) or if sent to the Company, will be mailed or telecopied and confirmed to it at 550 North Tryon Street, Charlotte, North Carolina 28202, Attention: John L. Sullivan, III, Assistant Treasurer, Telephone: (980) 373-3564, (fax no.: (980) 373-4723). Any such communications shall take effect upon receipt thereof.

14.Business Day. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

15.Successors. This Agreement shall inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons, officers and directors referred to in Section 7 and their respective successors, heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained; this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and said controlling persons, officers and directors and their respective successors, heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Bonds from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

16.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

17.Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

If the foregoing is in accordance with your understanding, kindly sign and return to us two counterparts hereof, and upon confirmation and acceptance by the Underwriters, this letter and such confirmation and acceptance will become a binding agreement between the Company, on the one hand, and each of the Underwriters, on the other hand, in accordance with its terms.

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Very truly yours,

DUKE ENERGY FLORIDA, LLC

By: /s/ John L. Sullivan, III

Name: John L. Sullivan, III

Title: Assistant Treasurer

[Remainder of page left blank intentionally]

[Signature Page to Underwriting Agreement]

The foregoing Underwriting Agreement is hereby
confirmed and accepted as of the date first above written.

BNP Paribas Securities Corp.

MUFG Securities Americas Inc.

RBC Capital Markets, LLC

SMBC Nikko Securities America, Inc.

TD Securities (USA) LLC

U.S. Bancorp Investments, Inc.

On behalf of each of the Underwriters

RBC Capital Markets, LLC		BNP Paribas Securities Corp.
By:	/s/ Scott G. Primrose	By:	/s/ Pasquale A. Perraglia, IV
	Name: Scott G. Primrose		Name: Pasquale A. Perraglia, IV
	Title: Authorized Signatory		Title: Director
MUFG Securities Americas Inc.		SMBC Nikko Securities America, Inc.
By:	/s/ Brian Cogliandro	By:	/s/ Omar F. Zaman
	Name: Brian Cogliandro		Name: Omar F. Zaman
	Title: Managing Director		Title: Managing Director
TD Securities (USA) LLC		U.S. Bancorp Investments, Inc.
By:	/s/ Luiz Lanfredi	By:	/s/ Craig Anderson
	Name: Luiz Lanfredi		Name: Craig Anderson
	Title: Director		Title: Managing Director

[Signature Page to Underwriting Agreement]

SCHEDULE A

Underwriter	Principal Amount of Bonds to be Purchased
BNP Paribas Securities Corp.	$	105,000,000
MUFG Securities Americas Inc.		105,000,000
RBC Capital Markets, LLC		105,000,000
SMBC Nikko Securities America, Inc.		105,000,000
TD Securities (USA) LLC		105,000,000
U.S. Bancorp Investments, Inc.		105,000,000
Loop Capital Markets LLC		42,000,000
Siebert Williams Shank & Co., LLC		21,000,000
Academy Securities, Inc.		3,500,000
Mischler Financial Group, Inc.		3,500,000
Total	$	700,000,000

A-1

SCHEDULE B

PRICING DISCLOSURE PACKAGE

1)       Base Prospectus

2)       Preliminary Prospectus Supplement dated November 21, 2019

3)       Permitted Free Writing Prospectus

a)       Pricing Term Sheet attached as Schedule C hereto

B-1

SCHEDULE C

Filed pursuant to Rule 433

November 21, 2019

Relating to

Preliminary Prospectus Supplement dated November 21, 2019

to

Prospectus dated September 23, 2019

Registration Statement No. 333-233896-05

Duke Energy Florida, LLC
First Mortgage Bonds,

$700,000,000 2.50% Series due 2029

Pricing Term Sheet

Issuer:	Duke Energy Florida, LLC
Trade Date:	November 21, 2019
Settlement Date:	November 26, 2019; T + 3
Interest Payment Dates:	June 1 and December 1, beginning on June 1, 2020
Security Description:	First Mortgage Bonds, 2.50% Series due 2029 (the “Mortgage Bonds”)
Principal Amount:	$700,000,000
Maturity Date:	December 1, 2029
Price to Public:	99.947% per Mortgage Bond, plus accrued interest, if any, from November 26, 2019
Coupon:	2.50%
Benchmark Treasury:	1.750% due November 15, 2029
Benchmark Treasury Yield:	1.776%
Spread to Benchmark Treasury:	+ 73 bps
Yield to Maturity:	2.506%
Redemption Provisions/Make-Whole Call:	At any time before September 1, 2029 (which is the date that is three months prior to maturity of the Mortgage Bonds (the “Par Call Date”)), redeemable at the Treasury Rate + 15 bps. At any time on or after the Par Call Date, redeemable at par.
CUSIP / ISIN:	26444HAH4 / US26444HAH49
Joint Book-Running Managers:	BNP Paribas Securities Corp. MUFG Securities Americas Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc.
Co-Managers:	Loop Capital Markets LLC Siebert Williams Shank & Co., LLC Academy Securities, Inc. Mischler Financial Group, Inc.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BNP Paribas Securities Corp. toll free at 1-800-854-5674, MUFG Securities Americas Inc. toll free at 1-877-649-6848, RBC Capital Markets, LLC toll free at 1-866-375-6829, SMBC Nikko Securities America, Inc. toll free at 1-888-868-6856, TD Securities (USA) LLC toll free at 1-855-495-9846 or U.S. Bancorp Investments, Inc. toll free at 1-877-558-2607.

Annex A-1

EX-99.2

Exhibit 99.2 

Execution Version

DUKE ENERGY FLORIDA, LLC

$200,000,000 SERIES A FLOATING RATE SENIOR NOTES DUE 2021

UNDERWRITING AGREEMENT

November 21, 2019

CastleOak Securities, L.P.

C.L. King & Associates, Inc.

Drexel Hamilton, LLC

Great Pacific Securities

PNC Capital Markets LLC

Samuel A. Ramirez & Company, Inc.

As Representatives of the several Underwriters

c/o PNC Capital Markets LLC
300 Fifth Avenue, 10th Floor
Pittsburgh, Pennsylvania 15222

Ladies and Gentlemen:

Introductory. DUKE ENERGY FLORIDA, LLC, a Florida limited liability company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell $200,000,000 aggregate principal amount of Series A Floating Rate Senior Notes due 2021 (the “Notes”), to be issued pursuant to the Indenture (for Debt Securities) between the Company and The Bank of New York Mellon, as successor trustee (the “Trustee”), dated as of December 7, 2005 (the “Original Indenture”), as supplemented by the Second Supplemental Indenture, to be dated as of November 21, 2019 (the “Supplemental Indenture”) (the Original Indenture, as so supplemented, being hereinafter called the “Indenture”). CastleOak Securities, L.P., C.L. King & Associates, Inc., Drexel Hamilton, LLC, Great Pacific Securities, PNC Capital Markets LLC and Samuel A. Ramirez & Company, Inc. (the “Representatives”) are acting as representatives of the several underwriters named in Schedule A hereto (together with the Representatives, the “Underwriters”). The Company understands that the several Underwriters propose to offer the Notes for sale upon the terms and conditions contemplated by (i) this Agreement and (ii) the Base Prospectus, the Preliminary Prospectus and any Permitted Free Writing Prospectus (each as defined below) issued at or prior to the Applicable Time (as defined below) (the documents referred to in the foregoing subclause (ii) are referred to herein as the “Pricing Disclosure Package”).

1.Representations and Warranties of the Company. As of the date hereof, as of the Applicable Time (as defined below) and as of the Closing Date (as defined below) the Company represents and warrants to, and agrees with, the several Underwriters that:

(a) A registration statement (No. 333-233896-05), including a prospectus, relating to the Notes and certain other securities has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). Such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to you, became effective upon filing with the Commission pursuant to Rule 462 of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”), and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act has been initiated or threatened by the Commission (if prepared, any preliminary prospectus supplement specifically relating to the Notes immediately prior to the Applicable Time included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations being hereinafter called a “Preliminary Prospectus”); the term “Registration Statement” means the registration statement as deemed revised pursuant to Rule 430B(f)(1) of the 1933 Act Regulations on the date of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act, as such section applies to the Company and the Underwriters for the Notes pursuant to Rule 430B(f)(2) of the 1933 Act Regulations (the “Effective Date”), including all exhibits thereto and including the documents incorporated by reference in the prospectus contained in the Registration Statement at the time such part of the Registration Statement became effective; the term “Base Prospectus” means the prospectus filed with the Commission on the date hereof by the Company; and the term “Prospectus” means the Base Prospectus together with the prospectus supplement specifically relating to the Notes prepared in accordance with the provisions of Rule 430B and promptly filed after execution and delivery of this Agreement pursuant to Rule 430B or Rule 424(b) of the 1933 Act Regulations; any information included in such Prospectus that was omitted from the Registration Statement at the time it became effective but that is deemed to be a part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information;” and any reference herein to the Registration Statement, Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, prior to the date hereof; any reference to any amendment or supplement to any Preliminary Prospectus or Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. For purposes of this Agreement, the term “Applicable Time” means 3:15 p.m. (New York City time) on the date hereof.

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(b) The Registration Statement, the Permitted Free Writing Prospectus specified on Schedule B hereto, the Preliminary Prospectus and the Prospectus conform, and any amendments or supplements thereto will conform, in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations; and (A) the Registration Statement, as of its original effective date, as of the date of any amendment, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, and at the Closing Date, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) (i) the Pricing Disclosure Package, as of the Applicable Time, did not, (ii) the Prospectus and any amendment or supplement thereto, as of their dates, will not, and (iii) the Prospectus as of the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no warranty or representation to the Underwriters with respect to any statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters specifically for use in the Registration Statement, the Permitted Free Writing Prospectus, the Preliminary Prospectus or the Prospectus.

(c) Any Permitted Free Writing Prospectus specified on Schedule B hereto as of its issue date and at all subsequent times through the completion of the public offer and sale of the Notes or until any earlier date that the Company notified or notifies the Underwriters as described in Section 5(f) did not, does not and will not include any information that conflicts with the information (not superseded or modified as of the Effective Date) contained in the Registration Statement, any Preliminary Prospectus or the Prospectus.

(d) At the earliest time the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Notes, the Company was not an “ineligible issuer” as defined in Rule 405 of the 1933 Act Regulations. The Company is, and was at the time of the initial filing of the Registration Statement, eligible to use Form S-3 under the 1933 Act.

(e) The documents and interactive data in eXtensible Business Reporting Language (“XBRL”) incorporated or deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time they were filed or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”), and, when read together with the other information in the Prospectus, (a) at the time the Registration Statement became effective, (b) at the Applicable Time and (c) on the Closing Date did not, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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(f) The Company’s most recent Annual Report filed on Form 10-K meets the conditions specified in General Instruction I(1)(a) and (b) of the General Instructions for Form 10-K, and the Company’s most recent Quarterly Report filed on Form 10-Q meets the conditions specified in General Instruction H(1) of the General Instructions for Form 10-Q.

(g) The compliance by the Company with all of the provisions of this Agreement has been duly authorized by all necessary limited liability company action and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is subject that would have a material adverse effect on the business, financial condition or results of operations of the Company, nor will such action result in any violation of the provisions of the Articles of Organization, the Limited Liability Company Operating Agreement or other governing document of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties that would have a material adverse effect on the business, financial condition or results of operations of the Company; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except for authorization by the Florida Public Service Commission and the registration under the 1933 Act of the Notes, qualification under the Trust Indenture Act of 1939, as amended (the “1939 Act”), and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Underwriters.

(h) This Agreement has been duly authorized, executed and delivered by the Company.

(i) The Original Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the 1939 Act and the Supplemental Indenture has been duly authorized and when executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and legally binding instrument of the Company enforceable against the Company in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors’ rights generally and (ii) general principles of equity and any implied covenant of good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding at law or in equity and except for the effect on enforceability of federal or state law limiting, delaying or prohibiting the making of payments outside the United States).

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(j) The Notes have been duly authorized and when executed by the Company, and when authenticated by the Trustee, in the manner provided in the Indenture and delivered against payment therefor, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and are entitled to the benefits afforded by the Indenture in accordance with the terms of the Indenture and the Notes, except as set forth in paragraph (i) above.

(k) Any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed or incorporated by reference as an exhibit to the Registration Statement or the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2018 or any subsequent Quarterly Report on Form 10-Q of the Company or any Current Report on Form 8-K of the Company with a filing date after December 31, 2018 are all indentures, mortgages, deeds of trust, loan agreements or other agreements or instruments that are material to the Company and its subsidiaries taken as a whole.

(l) The Company has no “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X under the 1933 Act.

(m) The Company (i) is a limited liability company duly organized and validly existing in good standing under the laws of the State of Florida and (ii) is duly qualified to do business in each jurisdiction where the failure to be so qualified would materially adversely affect the ability of the Company to perform its obligations under this Agreement, the Indenture or the Notes.

(n) The Company has no outstanding debt securities secured by a mortgage or lien on any of its properties or assets, except (i) as otherwise permitted under the indenture between the Company and The Bank of New York Mellon, as successor trustee, dated as of January 1, 1944, as amended and supplemented and (ii) as disclosed in footnote 13 to the financial statements in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 relating to (a) Duke Energy Florida Receivables, LLC’s receivables financing and (b) Duke Energy Florida Project Finance, LLC’s nuclear asset recovery bonds.

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3.Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 99.750% of the principal amount of the Notes plus accrued interest, if any, from November 26, 2019 (and in the manner set forth below), the principal amount of Notes set forth opposite the name of each Underwriter on Schedule A hereto plus the principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to reimburse the Company for expenses incurred in connection with the offering of the Notes in an aggregate amount equal to $100,000.

Payment of the purchase price for the Notes to be purchased by the Underwriters and the reimbursement referred to above shall be made to the Company by wire transfer of immediately available funds, payable to the order of the Company against delivery of the Notes, in fully registered form, to you or upon your order at 10:00 a.m., New York City time, on November 26, 2019 or such other time and date as shall be mutually agreed upon in writing by the Company and the Representatives (the “Closing Date”). The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019.

4.Offering by the Underwriters. It is understood that the several Underwriters propose to offer the Notes for sale to the public as set forth in the Pricing Disclosure Package and the Prospectus.

5.Covenants of the Company. The Company covenants and agrees with the several Underwriters that:

(a) The Company will cause any Preliminary Prospectus and the Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) of the 1933 Act Regulations, and advise the Underwriters promptly of the filing of any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement, and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

(b) If at any time when a prospectus relating to the Notes (or the notice referred to in Rule 173(a) of the 1933 Act Regulations) is required to be delivered under the 1933 Act any event occurs as a result of which the Pricing Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Pricing Disclosure Package or the Prospectus to comply with the 1933 Act, the Company promptly will prepare and file with the Commission an amendment, supplement or an appropriate document pursuant to Section 13 or 14 of the 1934 Act which will correct such statement or omission or which will effect such compliance.

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(c) The Company, during the period when a prospectus relating to the Notes is required to be delivered under the 1933 Act, will timely file all documents required to be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act.

(d) Without the prior consent of the Underwriters, the Company has not made and will not make any offer relating to the Notes that would constitute a “free writing prospectus” as defined in Rule 405 of the 1933 Act Regulations, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company, it has not made and will not make any offer relating to the Notes that would constitute a “free writing prospectus” as defined in Rule 405 of the 1933 Act Regulations, other than a Permitted Free Writing Prospectus or a free writing prospectus that is not required to be filed by the Company pursuant to Rule 433 of the 1933 Act Regulations (“Rule 433”); any such free writing prospectus (which shall include the pricing term sheet referred to in Section 5(e) below), the use of which has been consented to by the Company and the Underwriters, is specified in Item 3 of Schedule B and herein is called a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

(e) The Company agrees to prepare a pricing term sheet specifying the terms of the Notes not contained in any Preliminary Prospectus, substantially in the form of Schedule C hereto and approved by the Representatives on behalf of the Underwriters, and to file such pricing term sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof.

(f) The Company agrees that if at any time following the issuance of a Permitted Free Writing Prospectus any event occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information (not superseded or modified as of the Effective Date) in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an 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 then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Underwriters, will prepare and furnish without charge to each Underwriter a free writing prospectus or other document, the use of which has been consented to by the Underwriters, which will correct such conflict, statement or omission; provided, however, that this covenant shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters specifically for use in the Registration Statement, the Pricing Disclosure Package or the Prospectus.

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(g) The Company will make generally available to its security holders, in each case as soon as practicable but not later than 60 days after the close of the period covered thereby, earnings statements (in form complying with the provisions of Rule 158 under the 1933 Act, which need not be certified by independent certified public accountants unless required by the 1933 Act) covering (i) a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the effective date of the Registration Statement and (ii) a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the date of this Agreement.

(h) The Company will furnish to you, without charge, copies of the Registration Statement (three of which will include all exhibits other than those incorporated by reference), the Pricing Disclosure Package and the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as you reasonably request.

(i) The Company will arrange or cooperate in arrangements, if necessary, for the qualification of the Notes for sale under the laws of such jurisdictions as you designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company shall not be required to qualify as a foreign limited liability company or to file any general consents to service of process under the laws of any state where it is not now so subject.

(j) The Company will pay all expenses incident to the performance of its obligations under this Agreement including (i) the printing and filing of the Registration Statement and the printing of this Agreement and any Blue Sky Survey, (ii) the preparation and printing of certificates for the Notes, (iii) the issuance and delivery of the Notes as specified herein, (iv) the fees and disbursements of counsel for the Underwriters in connection with the qualification of the Notes under the securities laws of any jurisdiction in accordance with the provisions of Section 5(i) and in connection with the preparation of the Blue Sky Survey, such fees not to exceed $5,000, (v) the printing and delivery to the Underwriters, in quantities as hereinabove referred to, of copies of the Registration Statement and any amendments thereto, of any Preliminary Prospectus, of the Prospectus, of any Permitted Free Writing Prospectus and any amendments or supplements thereto, (vi) any fees charged by independent rating agencies for rating the Notes, (vii) any fees and expenses in connection with the listing of the Notes on the New York Stock Exchange LLC, (viii) any filing fee required by the Financial Industry Regulatory Authority, Inc. (ix) the costs of any depository arrangements for the Notes with DTC or any successor depositary and (x) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Notes, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the Underwriters and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show; provided, however, the Underwriters shall reimburse a portion of the costs and expenses referred to in this clause (x).

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6.Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

(a) The Prospectus shall have been filed by the Company with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for filing by the 1933 Act Regulations and in accordance herewith and each Permitted Free Writing Prospectus shall have been filed by the Company with the Commission within the applicable time periods prescribed for such filings by, and otherwise in compliance with, Rule 433.

(b) At or after the Applicable Time and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act shall have been instituted or, to the knowledge of the Company or you, shall be threatened by the Commission.

(c) At or after the Applicable Time and prior to the Closing Date, the rating assigned by Moody’s Investors Service, Inc. or S&P Global Ratings (or any of their successors) to any debt securities or preferred stock of the Company as of the date of this Agreement shall not have been lowered.

(d) Since the respective most recent dates as of which information is given in the Pricing Disclosure Package and the Prospectus and up to the Closing Date, there shall not have been any material adverse change in the condition of the Company, financial or otherwise, except as reflected in or contemplated by the Pricing Disclosure Package and the Prospectus, and, since such dates and up to the Closing Date, there shall not have been any material transaction entered into by the Company other than transactions contemplated by the Pricing Disclosure Package and the Prospectus and transactions in the ordinary course of business, the effect of which in your reasonable judgment is so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated by the Pricing Disclosure Package and the Prospectus.

(e) You shall have received an opinion of Dianne M. Triplett, Esq., Deputy General Counsel of Duke Energy Business Services LLC, the service company subsidiary of Duke Energy Corporation (who in such capacity provides legal services to the Company) (or other appropriate counsel reasonably satisfactory to the Representatives, which may include Duke Energy Corporation’s other “in-house” counsel), dated the Closing Date, to the effect that:

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(i) The Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Florida, with power and authority (limited liability company and other) to own its properties and conduct its business as described in the Pricing Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement.

(ii) The Company is duly qualified to do business in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification, except where the failure to so qualify, considering all such cases in the aggregate, does not have a material adverse effect on the business, properties, financial condition or results of operations of the Company.

(iii) The Registration Statement became effective upon filing with the Commission pursuant to Rule 462 of the 1933 Act Regulations, and, to the best of such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the 1933 Act.

(iv) The descriptions in the Registration Statement, the Pricing Disclosure Package and the Prospectus of any legal or governmental proceedings are accurate and fairly present the information required to be shown, and such counsel does not know of any litigation or any legal or governmental proceeding instituted or threatened against the Company or any of its properties that would be required to be disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus and is not so disclosed.

(v) This Agreement has been duly authorized, executed and delivered by the Company.

(vi) The issue and sale of the Notes by the Company and the execution, delivery and performance by the Company of this Agreement, the Indenture and the Notes will not contravene any of the provisions of the Articles of Organization or the Limited Liability Company Operating Agreement, the Florida Revised Limited Liability Company Act or any statute or any order, rule or regulation of which such counsel is aware of any court or governmental agency or body having jurisdiction over the Company or any of its property, nor will such action conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement to which the Company is a party or by which it or its property is bound or to which any of its property or assets is subject or any instrument filed or incorporated by reference as an exhibit to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2018 or any subsequent Quarterly Report on Form 10-Q of the Company or any Current Report on Form 8-K of the Company with an execution or filing date after December 31, 2018 which affects in a material way the Company’s ability to perform its obligations under this Agreement, the Indenture or the Notes.

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(vii) The Florida Public Service Commission has issued an appropriate order with respect to the issuance and sale of the Notes in accordance with this Agreement, and, to the best of such counsel’s knowledge, such order is still in effect and the issuance and sale of the Notes to the Underwriters are in conformity with the terms of such order.

(viii) The Indenture has been duly qualified under the 1939 Act.

(ix) The Indenture has been duly and validly authorized by all necessary limited liability company action, has been duly and validly executed and delivered by the Company.

(x) The Notes have been duly authorized, executed and issued by the Company.

(xi) No consent, approval, authorization, order, registration or qualification of or with any federal or Florida governmental agency or body or, to such counsel’s knowledge, any federal or Florida court, which has not been obtained or taken and is not in full force and effect, is required for the issue and sale of the Notes by the Company and the compliance by the Company with all of the provisions of this Agreement, except for the registration under the 1933 Act of the Notes, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Underwriters.

Such counsel shall state that nothing has come to such counsel’s attention that has caused such counsel to believe that each document incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when filed, was not, on its face, appropriately responsive, in all material respects, to the requirements of the 1934 Act and the 1934 Act Regulations. Such counsel shall also state that nothing has come to such counsel’s attention that has caused such counsel to believe that (i) the Registration Statement as of the effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Pricing Disclosure Package at the Applicable Time contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) that the Prospectus as of its date or at the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may also state that, except as otherwise expressly provided in such opinion, such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in or incorporated by reference into the Registration Statement, the Pricing Disclosure Package or the Prospectus and does not express any opinion or belief as to (i) the financial statements or other financial and accounting data contained or incorporated by reference therein, or excluded therefrom, including XBRL interactive data, (ii) the statement of the eligibility and qualification of the Trustee included in the Registration Statement (the “Form T-1”) or (iii) the information in the Prospectus under the caption “Book-Entry System.”

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In rendering the foregoing opinion, such counsel may state that such counsel has relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by such counsel to be reliable.

(f) You shall have received an opinion of Hunton Andrews Kurth LLP, counsel to the Company, dated the Closing Date, to the effect that:

(i) The statements set forth (i) under the caption “Description of Debt Securities” in the Base Prospectus and (ii) under the caption “Description of the Notes” in the Pricing Disclosure Package and the Prospectus, insofar as such statements purport to summarize certain provisions of the Indenture and the Notes, fairly summarize such provisions in all material respects.

(ii) No Governmental Approval, which has not been obtained or taken and is not in full force and effect, is required to authorize, or is required for, the execution or delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby.

(iii) The Company is not and, solely after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Prospectus, will not be subject to registration and regulation as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(iv) The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Underwriting,” insofar as such statements purport to summarize certain provisions of this Agreement, fairly summarize such provisions in all material respects.

(v) The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Certain U.S. Federal Income Tax Considerations for Non-U.S. Holders,” insofar as such statements purport to constitute summaries of matters of United States federal income tax law, constitute accurate and complete summaries, in all material respects, subject to the qualifications set forth therein.

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(vi) The Indenture constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

(vii) The Notes, when duly authorized and executed by the Company, duly authenticated by the Trustee in accordance with the provisions of the Indenture and delivered by the Company against payment therefor in accordance with the terms of the Agreement and the Indenture, will constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms.

Such counsel may state that such counsel’s opinions in paragraphs (vii) and (viii) above are subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing. In rendering the foregoing opinions, Hunton Andrews Kurth LLP may state that (i) “Governmental Approval” means any consent, approval, license, authorization or validation of, or filing, qualification or registration with, any Governmental Authority required to be made or obtained by the Company pursuant to Applicable Laws, other than any consent, approval, license, authorization, validation, filing, qualification or registration that may have become applicable as a result of the involvement of any party (other than the Company) in the transactions contemplated by this Agreement or because of such parties’ legal or regulatory status or because of any other facts specifically pertaining to such parties; (ii) “Governmental Authorities” means any court, regulatory body, administrative agency or governmental body of the State of New York having jurisdiction over the Company under Applicable Laws and the Federal Energy Regulatory Commission, but excluding the New York State Public Service Commission; and (iii) “Applicable Laws” means those laws, rules and regulations of the State of New York and those federal laws, rules and regulations of the United States, in each case, that, in such counsel’s experience, are normally applicable to transactions of the type contemplated by this Agreement (other than the antifraud provisions of the United States federal securities laws, state securities or Blue Sky laws, antifraud laws, and the rules and regulations of the Financial Industry Regulatory Authority, Inc., and the New York State Public Service Commission and the New York State Public Service Law), but without such counsel having made any special investigation as to the applicability of any specific law, rule or regulation, and the Federal Power Act and the rules and regulations of the Federal Energy Regulatory Commission thereunder. In addition, such counsel may state that it has relied as to certain factual matters on information obtained from public officials, officers and representatives of the Company and that the signatures on all documents examined by such counsel are genuine, assumptions which such counsel shall not independently verified.

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You shall also have received a statement of Hunton Andrews Kurth LLP, dated the Closing Date, to the effect that:

(i) no facts have come to such counsel’s attention that have caused such counsel to believe that the documents filed by the Company under the 1934 Act and the 1934 Act Regulations that are incorporated by reference in the preliminary prospectus supplement that forms a part of the Pricing Disclosure Package and the Prospectus, when filed, were not, on their face, appropriately responsive in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations (except that in each case such counsel need not express any view as to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, or compliance with XBRL interactive data requirements), (ii) no facts have come to such counsel’s attention that have caused such counsel to believe that the Registration Statement, at the Applicable Time, and the Prospectus, as of its date, appeared on their face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the 1933 Act Rules and Regulations (except that in each case such counsel need not express any view as to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, compliance with XBRL interactive data requirements or that part of the Registration Statement that constitutes the statement of eligibility on the Form T-1) and (iii) no facts have come to such counsel’s attention that have caused such counsel to believe that the Registration Statement, at the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of its date or as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that in each case such counsel need not express any view as to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, or compliance with XBRL interactive data requirements, or that part of the Registration Statement that constitutes the statement of eligibility on the Form T-1). Such counsel shall further state that, in addition, no facts have come to such counsel’s attention that have caused such counsel to believe that the Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted 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 (except that such counsel need not express any view as to the financial statements, schedules and other financial and accounting information included or incorporated by reference therein or excluded therefrom, or compliance with XBRL interactive data requirements).

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In addition, such statement shall confirm that the Prospectus has been filed with the Commission within the time period required by Rule 424 of the 1933 Act Regulations and any required filing of a Permitted Free Writing Prospectus pursuant to Rule 433 of the 1933 Act Regulations has been made with the Commission within the time period required by Rule 433(d) of the 1933 Act Regulations. Such statement shall further state that assuming the accuracy of the factual matters contained in the representations and warranties of the Company set forth in Section 2(d) of this Agreement, the Registration Statement became effective upon filing with the Commission pursuant to Rule 462 of the 1933 Act Regulations and, pursuant to Section 309 of the 1939 Act, the Indenture has been qualified under the 1939 Act, and that based solely on such counsel’s review of the Commission’s website, no stop order suspending the effectiveness of the Registration Statement has been issued and, to such counsel’s knowledge, no proceedings for that purpose have been instituted or are pending or threatened by the Commission. In addition, such counsel may state that such counsel does not pass upon, or assume any responsibility for, the accuracy, completeness or fairness of the statements contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus and has made no independent check or verification thereof (except to the limited extent referred to in Section 6(f)(i), (iv) and (v) above).

(g) You shall have received a letter from Sidley Austin llp, counsel for the Underwriters, dated the Closing Date, with respect to such opinions and statements as you may reasonably request, and the Company shall have furnished to such counsel such documents as it may request for the purpose of enabling it to pass upon such matters. In giving its opinion, Sidley Austin llp may rely on the opinion of Dianne M. Triplett, Esq. (or other appropriate counsel reasonably satisfactory to the Representatives) as to matters of Florida law.

(h) On or after the date hereof, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally or of the securities of the Company or Duke Energy Corporation, on the New York Stock Exchange LLC; or (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities or a material disruption in commercial banking services or securities settlement or clearance services in the United States; or (iii) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this subsection (h) in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectus. In such event there shall be no liability on the part of any party to any other party except as otherwise provided in Section 7 hereof and except for the expenses to be borne by the Company as provided in Section 5(j) hereof.

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(i) You shall have received a certificate of the Chairman of the Board, the President, any Vice President, the Secretary or an Assistant Secretary and any financial or accounting officer of the Company, dated the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct as of the Closing Date, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date, that the conditions specified in Section 6(c) and Section 6(d) have been satisfied, and that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission.

(j) At the time of the execution of this Agreement, you shall have received a letter dated such date, in form and substance satisfactory to you, from Deloitte & Touche LLP, the Company’s independent registered public accounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Pricing Disclosure Package and the Prospectus, including specific references to inquiries regarding any increase in long-term debt (excluding current maturities), decrease in net current assets (defined as current assets less current liabilities) or member’s equity, and decrease in operating revenues or net income for the period subsequent to the latest financial statements incorporated by reference in the Registration Statement when compared with the corresponding period from the preceding year, as of a specified date not more than three business days prior to the date of this Agreement.

(k) At the Closing Date, you shall have received from Deloitte & Touche LLP, a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to subsection (j) of this Section 6, except that the specified date referred to shall be not more than three business days prior to the Closing Date.

The Company will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request.

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7.Indemnification. (a)       The Company agrees to indemnify and hold harmless each Underwriter, their respective officers and directors, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act, as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) including the Rule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters expressly for use in the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus;

(ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and

(iii) against any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) of this subsection 7(a).

In no case shall the Company be liable under this indemnity agreement with respect to any claim made against any Underwriter or any such controlling person unless the Company shall be notified in writing of the nature of the claim within a reasonable time after the assertion thereof, but failure so to notify the Company shall not relieve it from any liability which it may have otherwise than under subsections 7(a) and 7(d). The Company shall be entitled to participate at its own expense in the defense, or, if it so elects, within a reasonable time after receipt of such notice, to assume the defense of any suit, but if it so elects to assume the defense, such defense shall be conducted by counsel chosen by it and approved by the Underwriter or Underwriters or controlling person or persons, or defendant or defendants in any suit so brought, which approval shall not be unreasonably withheld. In any such suit, any Underwriter or any such controlling person shall have the right to employ its own counsel, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless (i) the Company and such Underwriter shall have mutually agreed to the employment of such counsel, or (ii) the named parties to any such action (including any impleaded parties) include both such Underwriter or such controlling person and the Company and such Underwriter or such controlling person shall have been advised by such counsel that a conflict of interest between the Company and such Underwriter or such controlling person may arise and for this reason it is not desirable for the same counsel to represent both the indemnifying party and also the indemnified party (it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Underwriters and all such controlling persons, which firm shall be designated in writing by you). The Company agrees to notify you within a reasonable time of the assertion of any claim against it, any of its officers or directors or any person who controls the Company within the meaning of Section 15 of the 1933 Act, in connection with the sale of the Notes.

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(b) Each Underwriter severally and not jointly agrees that it will indemnify and hold harmless the Company, its directors and each of the officers of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act to the same extent as the indemnity contained in subsection (a) of this Section, but only with respect to statements or omissions made in the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters expressly for use in the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus. In case any action shall be brought against the Company or any person so indemnified based on the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each person so indemnified shall have the rights and duties given to the Underwriters, by the provisions of subsection (a) of this Section 7.

(c) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding, and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

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(d) If the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party in respect of any and all loss, liability, claim, damage and expense whatsoever (or actions in respect thereof) that would otherwise have been indemnified under the terms of such indemnity, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Notes. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total compensation received by the Underwriters in respect of the underwriting discount as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. The amount paid or payable by an indemnified party as a result of the losses, liabilities, claims, damages or expenses (or actions in respect thereof) referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute are several in proportion to their respective underwriting obligations and not joint.

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8.Default by One or More of the Underwriters. (a) If any Underwriter shall default in its obligation to purchase the principal amount of the Notes, which it has agreed to purchase hereunder on the Closing Date, you may in your discretion arrange for you or another party or other parties to purchase such Notes, on the terms contained herein. If within twenty-four hours after such default by any Underwriter you do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of twenty-four hours within which to procure another party or other parties satisfactory to you to purchase such Notes on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Notes, or the Company notifies you that it has so arranged for the purchase of such Notes, you or the Company shall have the right to postpone such Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement, the Pricing Disclosure Package or the Prospectus which may be required. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Notes.

(b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by you or the Company as provided in subsection (a) above, the aggregate amount of such Notes which remains unpurchased does not exceed one-tenth of the aggregate amount of all the Notes to be purchased at such Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the amounts of Notes which such Underwriter agreed to purchase hereunder at such Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the amount of Notes which such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by you or the Company as provided in subsection (a) above, the aggregate amount of such Notes which remains unpurchased exceeds one-tenth of the aggregate amount of all the Notes to be purchased at such Closing Date, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase the Notes of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company as provided in Section 5(j) hereof and the indemnity and contribution agreement in Section 7 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

9.Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company, or any of their respective officers or directors or any controlling person referred to in Section 7, and will survive delivery of and payment for the Notes.

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10.Reliance on Your Acts. In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the Company shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives.

11.No Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Notes pursuant to this Agreement is an arm’s-length commercial transaction between the Company on the one hand, and the Underwriters on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its shareholders, creditors, employees, or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transaction contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

12.Recognition of the U.S. Special Resolution Regimes.

(i)        In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(ii)       In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

As used in this Section 12:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

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“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

13.Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed or telecopied and confirmed to CastleOak Securities, L.P., 110 East 59th Street, 2nd Floor, New York, New York 10022, Attention: Philip Ippolito, Facsimile: (212) 308-7342; C.L. King & Associates, Inc., 410 Park Avenue, Suite 1620, New York, New York 10022, Attention: Anne Serewicz, Facsimile: (518) 431-3556; Drexel Hamilton, LLC, 77 Water Street, Suite 201, New York, New York 10005, Attention: Jeremy Traska, Facsimile: (646) 412-1500; Great Pacific Securities, 151 Kalmus Drive, Suite H-8, Costa Mesa, CA 92626, Attention: Christopher Vinck-Luna, Facsimile: (714) 619-3019; PNC Capital Markets LLC, 300 Fifth Avenue, 10th Floor, Pittsburgh, PA 15222, Attention: Debt Capital Markets, Transaction Execution, Facsimile No.: (412) 762-2760; and Samuel A. Ramirez & Company, Inc., 61 Broadway, 29th Floor New York, New York 10006, Attention: Raymond O’Connor, Managing Director, Facsimile: (212) 248-3856; or if sent to the Company, will be mailed or telecopied and confirmed to it at 550 North Tryon Street, Charlotte, North Carolina 28202, Attention: John L. Sullivan, III, Assistant Treasurer, Telephone: (980) 373-3564, (fax no.: (980) 373-4723). Any such communications shall take effect upon receipt thereof.

14.Business Day. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

15.Successors. This Agreement shall inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons, officers and directors referred to in Section 7 and their respective successors, heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained; this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and said controlling persons, officers and directors and their respective successors, heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Notes from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

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16.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

17.Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

If the foregoing is in accordance with your understanding, kindly sign and return to us two counterparts hereof, and upon confirmation and acceptance by the Underwriters, this letter and such confirmation and acceptance will become a binding agreement between the Company, on the one hand, and each of the Underwriters, on the other hand, in accordance with its terms.

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Very truly yours,
DUKE ENERGY FLORIDA, LLC
By:	/s/ John L. Sullivan, III
	Name: John L. Sullivan, III
	Title:  Assistant Treasurer

[Remainder of page left blank intentionally]

[Signature Page to Underwriting Agreement]

The foregoing Underwriting Agreement is hereby
confirmed and accepted as of the date first above written.

CastleOak Securities, L.P.

C.L. King & Associates, Inc.

Drexel Hamilton, LLC

Great Pacific Securities

PNC Capital Markets LLC

Samuel A. Ramirez & Company, Inc.

On behalf of each of the Underwriters

CastleOak Securities, L.P. C.L. King & Associates, Inc.  

By:	/s/ Phillip J. Ippolito		By:	/s/ Anne Serewicz
	Name:	Phillip J. Ippolito		Name:	Anne Serewicz
	Title:	Chief Financial Officer		Title:	Senior Managing Director

Drexel Hamilton, LLC Great Pacific Securities

By:	/s/ Jeremy Traska		By:	/s/ Steven Willis
	Name:	Jeremy Traska		Name:	Steven Willis
	Title:	Managing Director		Title:	Sr. Managing Director

PNC Capital Markets LLC Samuel A. Ramirez & Company, Inc.

By:	/s/ Valerie Shadeck		By:	/s/ Lawrence F. Goldman
	Name:	Valerie Shadeck		Name:	Lawrence F. Goldman
	Title:	Director		Title:	Managing Director

[Signature Page to Underwriting Agreement]

SCHEDULE A

Underwriter	Principal Amount Notes to be Purchased
CastleOak Securities, L.P.	$	33,334,000
Great Pacific Securities		33,334,000
PNC Capital Markets LLC		33,334,000
Samuel A. Ramirez & Company, Inc.		33,334,000
C.L. King & Associates, Inc.		33,332,000
Drexel Hamilton, LLC		33,332,000
Total	$	200,000,000

A-1

SCHEDULE B

PRICING DISCLOSURE PACKAGE

1) Base Prospectus

2) Preliminary Prospectus Supplement dated November 21, 2019

3) Permitted Free Writing Prospectus

a) Pricing Term Sheet attached as Schedule C hereto

B-1

SCHEDULE C

Filed pursuant to Rule 433

November 21, 2019

Relating to

Preliminary Prospectus Supplement dated November 21, 2019

to

Prospectus dated September 23, 2019

Registration Statement No. 333-233896-05

Duke Energy Florida, LLC

$200,000,000 Series A Floating Rate Senior Notes due 2021

Pricing Term Sheet

Issuer:	Duke Energy Florida, LLC
Trade Date:	November 21, 2019
Settlement Date:	November 26, 2019; T + 3
Security Description:	Series A Floating Rate Senior Notes due 2021 (the “Notes”)
Principal Amount:	$200,000,000
Maturity Date:	November 26, 2021
Price to Public:	100% per Note, plus accrued interest, if any, from November 26, 2019
Coupon:	Floating Rate – reset quarterly based on the three-month LIBOR plus 25 bps
Interest Payment Dates:	February 26, May 26, August 26 and November 26, beginning on February 26, 2020
Redemption Provisions:	The Notes may not be redeemed prior to their maturity.
CUSIP / ISIN:	26444H AG6 / US26444HAG65
Joint Book-Running Managers:	PNC Capital Markets LLC CastleOak Securities, L.P. C.L. King & Associates, Inc. Drexel Hamilton, LLC Great Pacific Securities Samuel A. Ramirez & Company, Inc.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling CastleOak Securities, L.P. toll free at 1-800-955-6332, C.L. King & Associates, Inc. toll free at 1-800-743-6626, Drexel Hamilton, LLC collect at 1-212-632-0400, Great Pacific Securities toll free at 1-800-284-4804, PNC Capital Markets LLC toll free at 1-855-881-0697 and Samuel A. Ramirez & Company, Inc. toll free at 1-800-888-4086.

XML

Cover	Nov. 21, 2019
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 21, 2019
Entity File Number	001-3274
Entity Registrant Name	DUKE ENERGY FLORIDA, LLC
Entity Central Index Key	0000037637
Entity Tax Identification Number	59-0247770
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	299 First Avenue North
Entity Address, City or Town	St. Petersburg
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33701
City Area Code	704
Local Phone Number	382-3853
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false