TAMPA ELECTRIC COMPANY EXHIBIT 1.1
Remarketed Notes due 2038
PURCHASE AGREEMENT
September 11, 1998
TECO Energy, Inc.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxxxx
Re: Purchase of Remarketed Notes due 2038 (the "Notes")
Reference is made to the Agency Agreement dated September 11, 1998
between you and each of us (the "Agency Agreement"). Capitalized terms
used herein and not defined are used as defined in the Agency Agreement.
We agree to purchase, severally and not jointly, the principal amount
of Notes set forth below opposite our names:
Name Principal Amount of
Notes
Xxxxxx Xxxxxxx & Co. Incorporated $ 75,000,000
Citicorp Securities, Inc. $ 75,000,000
____________
Total . . . . . . . . . . . . . . . . $150,000,000
============
The Notes shall be in the form of, and shall have the terms set forth
in, the Form of Remarketed Note attached as Exhibit A hereto.
The provisions of Sections 1, 2(b), 2(c), 3 through 6 and 9 through 13
of the Agency Agreement and the related definitions are incorporated by
reference herein and shall be deemed to have the same force and effect as
if set forth in full herein.
If on the Settlement Date any one or more of the Agents shall fail or
refuse to purchase Notes that it has or they have agreed to purchase on
such date, and the aggregate amount of Notes which such defaulting Agent or
Agents agreed but failed or refused to purchase is not more than one-tenth
of the aggregate amount of the Notes to be purchased on such date, the
other Agents shall be obligated severally in the proportions that the
amount of Notes set forth opposite their respective names above bears to
the aggregate amount of Notes set forth opposite the names of all such
non-defaulting Agents, or in such other proportions as Xxxxxx Xxxxxxx & Co.
Incorporated ("Xxxxxx Xxxxxxx") may specify, to purchase the Notes which
such defaulting Agent or Agents agreed but failed or refused to purchase on
such date; provided that in no event shall the amount of Notes that any
Agent has agreed to purchase pursuant to this Agreement be increased
pursuant to this paragraph by an amount in excess of one-ninth of such
amount of Notes without the written consent of such Agent. If on the
Settlement Date any Agent or Agents shall fail or refuse to purchase Notes
and the aggregate amount of Notes with respect to which such default occurs
is more than one-tenth of the aggregate amount of Notes to be purchased on
such date, and arrangements satisfactory to Xxxxxx Xxxxxxx and the Company
for the purchase of such Notes are not made within 36 hours after such
default, this Agreement shall terminate without liability on the part of
any non-defaulting Agent or the Company. In any such case either Xxxxxx
Xxxxxxx or the Company shall have the right to postpone the Settlement Date
but in no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement and in the Prospectus or in
any other documents or arrangements may be effected. Any action taken
under this paragraph shall not relieve any defaulting Agent from liability
in respect of any default of such Agent under this Agreement.
This Agreement is also subject to termination on the terms
incorporated by reference herein. If this Agreement is terminated, the
provisions of Sections 3(h), 6, 9, 10 and 13 of the Agency Agreement shall
survive for the purposes of this Agreement.
The following information, opinions, certificates, letters and
documents referred to in Section 4 of the Agency Agreement will be
required:
(i) the opinions of Xxxxxx & Dodge LLP, counsel for the Company,
Xxxxxx X. XxXxxxxx, corporate counsel for the Company and Ropes &
Xxxx, counsel for the Agents, as set forth in Section 4(b)(i), (ii)
and (ii) respectively;
(ii) a certificate of the Company as set forth in Section 4(c);
(iii) a letter or letters from PricewaterhouseCoopers LLP,
independent public accountants, as set forth in Section 4(d); and
(iv) such appropriate further information, certificates and
documents as the Agents may reasonably request.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding
agreement between the Agents and you.
Very truly yours,
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President
CITICORP SECURITIES, INC.
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Managing Director
The foregoing Agreement is hereby confirmed and accepted as of
the date first above written.
TECO ENERGY, INC.
By:/s/ X. X. Xxxxxxxx
Name: X. X. Xxxxxxxx
Title: Vice President - Treasurer
