Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On October 15, 2009, Pipeline Funding Company, LLC (PFC), a wholly-owned
subsidiary of FPL Group Capital Inc (FPL Group Capital), issued $500 million
principal amount of 7.500% senior secured bonds. FPL Group Capital is a
wholly-owned subsidiary of FPL Group, Inc. Interest on the bonds will be payable
semi-annually and the principal will be partially amortizing with a balloon
payment due at maturity in January 2030. The net proceeds of the bonds will be
used primarily to return a portion of FPL Group Capital's investment in PFC. To
secure the bonds, PFC has pledged its revenues and rights under a third party
loan agreement and certain related agreements. The bonds contain default
provisions relating to any failure by PFC to make the required bond payments,
certain bankruptcy events and certain defaults under the third party loan
agreement. In addition, upon the occurrence of a change in control of the third
party, the PFC bond holders may require that PFC repurchase the bonds at a
specified premium. Similarly, the third party loan agreement enables PFC to
require prepayment of the third party loan upon the occurrence of a change in
control of the third party.