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 26th 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 15th
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.


 






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“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.


 






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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.


 






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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.


 






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(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.


 






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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).


 






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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 15th 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