Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On December 19, 2008, Heartland Wind, LLC (Heartland Wind), an indirect
wholly-owned subsidiary of FPL Energy, LLC (FPL Energy), entered into a $322.5
million limited-recourse senior secured variable rate term loan agreement and,
on December 22, 2008, borrowed $322.5 million under the agreement. FPL Energy is
an indirect wholly-owned subsidiary of FPL Group, Inc. Interest on the loan is
payable quarterly and the principal is partially amortizing with a balloon
payment of approximately $111.4 million at maturity, which is in December
2016. Under the terms of the loan agreement, the amount of the loan available
may be increased up to a maximum aggregate principal amount of $400 million, to
the extent additional commitments are made available by additional lenders, on
or before March 31, 2009. The proceeds of the loan will be used to reimburse, in
part, capital contributions made by FPL Energy to develop and construct wind
generation facilities totaling 309 megawatts and associated transmission
facilities located in North Dakota and Iowa. The loan is secured by liens on
those wind generation assets and associated transmission facilities, and certain
other assets of, and the ownership interest in, Heartland Wind. The loan
agreement contains default and related acceleration provisions relating to the
failure to make required payments, certain events in bankruptcy and other
covenants applicable to Heartland Wind.