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TECO ENERGY, INC.
and
THE BANK OF NEW YORK
As Trustee
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FIFTH SUPPLEMENTAL INDENTURE
dated as of September 10, 2001
Supplementing the Indenture
dated as of August 17, 1998
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Relating to
7.20 % Notes Due 2011
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TABLE OF CONTENTS
PAGE
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 2
Section 101. Definitions ............................................. 2
Section 102. Section References ...................................... 2
ARTICLE TWO AMENDMENT OF THE FOURTH SUPPLEMENTAL INDENTURE .......... 2
Section 201. Amendment of Section 203 ................................ 2
Section 202. Amendment of Exhibit A .................................. 2
Section 203. Amendment of Exhibit B .................................. 3
ARTICLE THREE MISCELLANEOUS ........................................... 3
Section 301. Effect On Original Indenture ............................ 3
Section 302. Counterparts ............................................ 3
Section 303. Recitals ................................................ 3
Section 304. Governing Law ........................................... 3
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This Fifth Supplemental Indenture, dated as of September 10, 2001 between
TECO Energy, Inc., a corporation duly organized and existing under the laws of
the State of Florida (hereinafter called the "COMPANY") and having its principal
office at TECO Plaza, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000, and The
Bank of New York, as trustee (hereinafter called the "TRUSTEE") and having its
principal corporate trust office at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxx, Xxx
Xxxx, Xxx Xxxx, 00000.
WITNESSETH:
WHEREAS, the Company and the Trustee entered into an Indenture, dated as of
August 17, 1998 (the "ORIGINAL INDENTURE"), pursuant to which one or more series
of debt of the Company (the "SECURITIES") may be issued from time to time; and
WHEREAS, Section 201 of the Original Indenture permits the terms of any
series of Securities to be established in an indenture supplemental to the
Original Indenture; and
WHEREAS, Section 901(7) of the Original Indenture provides that a
supplemental indenture may be entered into by the Company and the Trustee
without the consent of any Holders of the Securities to establish the form and
terms of the Securities of any series; and
WHEREAS, the Company and the Trustee have entered into supplemental
indentures, including a Fourth Supplemental Indenture, dated as of April 30,
2001 (the "FOURTH SUPPLEMENTAL INDENTURE"), in order to supplement and amend the
Original Indenture by, among other things, establishing the form and terms of
one series of Securities to be known as the Company's "7.20 % Notes Due 2011"
(the "NOTES") and amending and adding certain provisions thereof for the benefit
of the Holders of the Notes; and
WHEREAS, the Company has requested the Trustee to join with it in the
execution and delivery of this Fifth Supplemental Indenture to amend the
provisions of the Fourth Supplemental Indenture to correct or supplement certain
provisions therein pursuant to Section 901 of the Original Indenture and in
order to supplement and amend the Original Indenture; and
WHEREAS, the Company and the Trustee desire to enter into this Fifth
Supplemental Indenture to supplement and amend the Fourth Supplemental Indenture
for the purposes set forth in Sections 201 and 901 of the Original Indenture as
referred to above; and
WHEREAS, the Company has furnished the Trustee with a Board Resolution
authorizing the execution of this Fifth Supplemental Indenture; and
WHEREAS, all things necessary to make this Fifth Supplemental Indenture a
valid agreement of the Company and the Trustee and a valid supplement to the
Original Indenture have been done,
NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Notes to
be issued under the Fourth Supplemental Indenture as amended hereunder by
holders thereof, the Company and
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the Trustee mutually covenant and agree, for the equal and proportionate benefit
of the respective holders from time to time of the Notes, as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101. DEFINITIONS
All capitalized terms that are used herein and not otherwise defined herein
shall have the meanings assigned to them in the Original Indenture. The Original
Indenture together with this Fifth Supplemental Indenture are hereinafter
sometimes collectively referred to as the "INDENTURE."
SECTION 102. REFERENCES
Each reference to a particular section set forth in this Fifth Supplemental
Indenture shall, unless the context otherwise requires, refer to this Fifth
Supplemental Indenture.
ARTICLE TWO
AMENDMENT OF THE FOURTH SUPPLEMENTAL INDENTURE
SECTION 201. AMENDMENT OF SECTION 203
The first paragraph of Section 203 of the Fourth Supplemental Indenture is
hereby amended and restated to read as follows:
The initial principal amount of Notes that shall be issued under this
Fourth Supplemental Indenture shall be $400,000,000. Additional Notes may
be issued under this Fourth Supplemental in unlimited principal amounts as
permitted by the Original Indenture. The authorized denominations of Notes
shall be $1,000 or integral multiples of $1,000 in excess thereof.
SECTION 202. AMENDMENT OF EXHIBIT A
The form of Note attached to the Fourth Supplemental Indenture as Exhibit A
is here by amended as follows:
(a) The number "$400,000,000" following the words "PRINCIPAL AMOUNT" on
the first page of the Note is replaced with a blank space.
(b) The final sentence of the first paragraph on the back of the Note is
hereby amended and restated to read as follows:
This Note is one of the securities of the series designated on the face
hereof.
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SECTION 203. AMENDMENT OF EXHIBIT B
The first paragraph of Exhibit B to the Fourth Supplemental Indenture is
hereby amended and restated to read as follows:
Pursuant to Section 206 of Article Two of the Fourth Supplemental
Indenture, dated as of April 30, 2001, as amended, to the Indenture, dated
as of August 17, 1998, as amended, you are instructed to prepare and
authenticate a Note, of the series identified above, in the principal
amount of $______________. To the extent not previously delivered, attached
hereto are any documents required to be delivered pursuant to Section 303
of the Indenture.
ARTICLE THREE
MISCELLANEOUS
SECTION 301. EFFECT ON ORIGINAL INDENTURE
The Fifth Supplemental Indenture is a supplement to the Original Indenture.
As supplemented by this Fifth Supplemental Indenture, the Original Indenture is
in all respects ratified, approved and confirmed, and the Original Indenture and
this Fifth Supplemental Indenture shall together constitute one and the same
instrument.
SECTION 302. COUNTERPARTS
This Fifth Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute by one and the same instrument.
SECTION 303. RECITALS
The recitals contained herein shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Fifth
Supplemental Indenture.
SECTION 304. GOVERNING LAW
This Fifth Supplemental Indenture shall be governed by and construed in
accordance with the laws of the jurisdiction that govern the Original Indenture
and its construction.
[The balance of this page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental
Indenture to be duly executed as of the date and year first written above.
TECO ENERGY, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President - Finance
and Chief Financial Officer
THE BANK OF NEW YORK, AS TRUSTEE
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
