NEE Capital Junior Subordinated
Debentures selected for redemption will cease to bear interest on
the redemption date. The paying agent will pay the redemption price
and any accrued interest once the NEE Capital Junior Subordinated
Debentures are surrendered for redemption. (NEE Capital Junior
Subordinated Indenture, Section 405). Except as stated in the
related prospectus supplement, on the redemption date NEE Capital
will pay interest on the NEE Capital Junior Subordinated Debentures
being redeemed to the person to whom it pays the redemption price.
If only part of a NEE Capital Junior Subordinated Debenture is
redeemed, the Junior Subordinated Indenture Trustee will deliver a
new NEE Capital Junior Subordinated Debenture of the same series
for the remaining portion without charge. (NEE Capital Junior
Subordinated Indenture, Section 406).
Any redemption at the option of
NEE Capital may be conditional upon the receipt by the paying
agent, on or prior to the date fixed for redemption, of money
sufficient to pay the redemption price. If at the time notice of
redemption is given, the redemption moneys are not on deposit with
the paying agent, then, if such notice so provides, the redemption
shall be subject to the receipt of the redemption moneys on or
before the Redemption Date and such notice of redemption shall be
of no force or effect unless such moneys are received. (Indenture,
Section 404).
Purchase of
the NEE Capital Junior Subordinated Debentures. NEE or its affiliates,
including NEE Capital, may at any time and from time to time
purchase all or some of the NEE Capital Junior Subordinated
Debentures at any price or prices, whether by tender, in the open
market or by private agreement or otherwise, subject to applicable
law.
Consolidation, Merger,
and Sale of Assets. Under the NEE Capital
Junior Subordinated Indenture, neither NEE Capital nor NEE may
consolidate with or merge into any other entity or convey, transfer
or lease its properties and assets substantially as an entirety to
any entity, unless:
(1)
the entity formed by that
consolidation, or the entity into which NEE Capital or NEE, as the
case may be, is merged, or the entity that acquires or leases the
properties and assets of NEE Capital or NEE, as the case may be, is
an entity organized and existing under the laws of the United
States, any state or the District of Columbia and that entity
expressly assumes NEE Capital’s or NEE’s, as the case may be,
obligations on all NEE Capital Junior Subordinated Indenture
Securities and under the NEE Capital Junior Subordinated
Indenture,
(2)
immediately after giving effect
to the transaction, no event of default under the NEE Capital
Junior Subordinated Indenture and no event that, after notice or
lapse of time or both, would become an event of default under the
NEE Capital Junior Subordinated Indenture exists, and
(3)
NEE Capital or NEE, as the case
may be, delivers an officer’s certificate and an opinion of counsel
to the Junior Subordinated Indenture Trustee, as provided in the
NEE Capital Junior Subordinated Indenture. (NEE Capital Junior
Subordinated Indenture, Section 1101).
The NEE Capital Junior
Subordinated Indenture does not prevent or restrict:
(a)
any consolidation or merger
after the consummation of which NEE Capital or NEE, as the case may
be, would be the surviving or resulting entity,
(b)
any consolidation of NEE
Capital with NEE or any other entity all of the outstanding voting
securities of which are owned, directly or indirectly, by NEE, or
any merger of any such entity into any other of such entities, or
any conveyance or other transfer, or lease, of properties or assets
by any thereof to any other thereof,
(c)
any conveyance or other
transfer, or lease, of any part of the properties or assets of NEE
Capital or NEE which does not constitute the entirety, or
substantially the entirety, thereof,
(d)
the approval by NEE Capital or
NEE of or the consent by NEE Capital or NEE to any consolidation or
merger to which any direct or indirect subsidiary or affiliate of
NEE Capital or NEE, as the case requires, may be a party, or any
conveyance, transfer or lease by any such subsidiary or affiliate
of any or all of its properties or assets, or
(e)
any other transaction not
contemplated by (1), (2) or (3) in the preceding
paragraph. (NEE Capital Junior Subordinated Indenture,
Section 1103).