Exhibit 2
PURCHASE AGREEMENT
Carolina Power & Light Company
$300,000,000 Aggregate Principal Amount
Medium-Term Notes, Series D
April 4, 2001
Chase Securities Inc. First Union Securities, Inc.
000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxx Xxxxx Xxxxxx, XX-0
Xxx Xxxx, XX 00000-0000 000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Mellon Financial Markets, LLC PNC Capital Markets, Inc.
Xxx Xxxxxx Xxxxxx Xxxx 000-0000 000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, XX 00000-0000 Xxxxxxxxxx, XX 00000
Ladies and Gentlemen:
Carolina Power & Light Company (the "Company") proposes, subject to the
terms and conditions stated herein and in the Distribution Agreement, dated June
30, 2000 (the "Distribution Agreement"), between the Company on the one hand and
Chase Securities Inc. ("Chase"), First Union Securities, Inc. ("First Union"),
Xxxxxxx, Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X.
Xxxxxx Securities Inc. and Xxxxxxx Xxxxx Xxxxxx Inc. on the other, and the
letter agreement, dated April 4, 2001, between the Company on the one hand and
Mellon Financial Markets, LLC ("Mellon") and PNC Capital Markets, Inc. ("PNC")
on the other, adding Mellon and PNC as agents under the Distribution Agreement,
to issue and sell to Chase, First Union, Mellon and PNC (the "Agents") the notes
specified in the Schedule hereto (the "Purchased Notes"). Each of the provisions
of the Distribution Agreement not specifically related to the solicitation by
the Agents, as agents of the Company, of offers to purchase Notes is
incorporated herein by reference in its entirety, and shall be deemed to be part
of this Purchase Agreement to the same extent as if such provisions had been set
forth in full herein. Nothing contained herein or in the Distribution Agreement
shall make any party hereto an agent of the Company or make such party subject
to the provisions therein relating to the solicitation of offers to purchase
Notes from the Company, solely by virtue of its execution of this Purchase
Agreement. Each of the representations and warranties set forth therein shall be
deemed to have been made at and as of the date of this Purchase Agreement.
Subject to the terms and conditions set forth herein and in the
Distribution Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Agents, and each of the Agents agrees to purchase
from the Company, severally, as principal, the Purchased Notes, at the time and
place, in the principal amount, at the purchase price and pursuant to the other
terms set forth in the Schedule hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us 10 counterparts hereof; and upon acceptance hereof by you, this
letter and such acceptance hereof, including those provisions of the
Distribution Agreement incorporated herein by reference, shall constitute a
binding agreement among you and the Company.
Very truly yours,
CAROLINA POWER & LIGHT COMPANY
By: /s/Xxxxxx X. Xxxxxxxx
--------------------------
Xxxxxx X. Xxxxxxxx, Treasurer
Accepted and agreed:
CHASE SECURITIES INC. FIRST UNION SECURITIES INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxx Xxxxxx
-------------------- ------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxxx
Title: Vice President Title: Managing Director
MELLON FINANCIAL MARKETS, LLC PNC CAPITAL MARKETS, INC.
By: /s/ Xxxxx Xxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------- --------------------
Name: Xxxxx Xxxx Name: Xxxxxx X. Xxxxxx
Title: Vice President Title: Managing Director
2
Schedule to Purchase Agreement
Title of Purchased Notes: Carolina Power & Light Company
Fixed Rate Medium-Term Notes, Series D
Principal Amount: $300,000,000
Price to Public: 99.942%
Agents' Underwriting Discount: $1,800,000 (.600% of Principal Amount)
Purchase Price: 99.342%
Proceeds to the Company: $298,026,000
Principal Amount to be severally
purchased by each Agent: Chase Securities Inc. $115,500,000
First Union Securities, Inc. $ 94,500,000
Mellon Financial Markets, LLC $ 45,000,000
PNC Capital Markets, Inc. $ 45,000,000
Original Issue Date: April 9, 2001
Closing Location: Offices of Hunton & Xxxxxxxx
000 Xxxxxxxxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxx Xxxxxxxx
Maturity: April 1, 2008
Interest Rate: 6.650%
Interest Payment Dates: April 1 and October 1
Redemption: At the option of the Company, as described
in Pricing Supplement No. 1, dated April 4,
2001, with respect to the Purchased Notes
Documents to be Delivered
The following documents referred to in the Distribution Agreement shall be
delivered as a condition to the Closing:
(1) The officers' certificate referred to in Section 5(b).
(2) The opinion of counsel referred to in Section 5(c).
(3) The comfort letter referred to in Section 5(d).
(4) An opinion of Hunton & Xxxxxxxx substantially to the effect described
in Section 4(e).