Exhibit 4.15
TECO ENERGY, INC.
and
THE BANK OF NEW YORK
As Trustee
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SEVENTH SUPPLEMENTAL INDENTURE
dated as of May 1, 2002
Supplementing the Indenture
dated as of August 17, 1998
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$300,000,000
6.125% Notes Due 2007
$400,000,000
7.000% Notes Due 2012
This Seventh Supplemental Indenture, dated as of May 1, 2002 is 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 Third Supplemental Indenture, dated as of December 1,
2000 (the "THIRD SUPPLEMENTAL INDENTURE"), pursuant to which the Company amended
Section 801 of the Original Indenture; and
WHEREAS, the Company has requested the Trustee to join with it in the
execution and delivery of this Seventh Supplemental Indenture in order to
supplement and amend the Original Indenture by, among other things, establishing
the form and terms of two series of Securities to be known as the Company's
"6.125% Notes Due 2007" (the "2007 NOTES") and "7.000% Notes Due 2012" (the
"2012 NOTES", and together with the 2007 Notes, the "NOTES") and amending and
adding certain provisions thereof for the benefit of the Holders of the Notes;
and
WHEREAS, the Company and the Trustee desire to enter into this Seventh
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 Seventh Supplemental Indenture; and
WHEREAS, all things necessary to make this Seventh 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 SEVENTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Notes to
be issued hereunder by holders thereof, the Company and 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 Seventh Supplemental Indenture are hereinafter
sometimes collectively referred to as the "INDENTURE."
"2007 NOTE INTEREST RATE" shall mean the annual rate of interest applicable
to the 2007 Notes.
"2012 NOTE INTEREST RATE" shall mean the annual rate of interest applicable
to the 2012 Notes.
"ADJUSTED TREASURY RATE" means, with respect to any redemption date:
(i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication
which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption
"Treasury Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or
after the Remaining Life, as defined below, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will
be determined and the Adjusted Treasury Rate will be interpolated or
extrapolated from such yields on a straight line basis, rounding to the
nearest month); or
(ii) if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain such
yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.
The Adjusted Treasury Rate will be calculated on the third Business Day
preceding the redemption date.
"BUSINESS DAY" shall mean any day other than a Saturday or Sunday that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulations to close in the City of New York.
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"COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to,
with respect to the 2007 Notes, the remaining term of the 2007 Notes to be
redeemed, and, with respect to the 2012 Notes, the remaining term of the 2012
Notes to be redeemed, which United States Treasury security would be used, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the applicable series of Notes (the "REMAINING LIFE").
"COMPARABLE TREASURY PRICE" means (1) the average of five Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if an Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.
"DEPOSITARY" shall mean The Depository Trust Company or its successor.
"INDEPENDENT INVESTMENT BANKER" means any of Banc of America Securities
LLC, BNY Capital Markets, Inc., Credit Suisse First Boston Corporation or
Xxxxxxx Xxxxx Barney Inc. or any of their respective successors, as designated
by the Company, or if all of the firms are unwilling or unable to serve as such,
an independent investment and banking institution of national standing appointed
by the Company.
"INTEREST PAYMENT DATE" shall mean May 1 and November 1 of each year.
"ORIGINAL ISSUE DATE" shall mean the date upon which the Notes are
initially issued by the Company, such date to be set forth on the face of each
Note.
"RECORD DATE" shall mean the fifteenth calendar day (whether or not a
Business Day) immediately preceding the related Interest Payment Date.
"REFERENCE TREASURY DEALER" means:
(i) Banc of America Securities LLC, BNY Capital Markets, Inc., Credit
Suisse First Boston Corporation, Xxxxxxx Xxxxx Xxxxxx Inc. and each of
their respective successors; provided that, if any such Reference Treasury
Dealer ceases to be a primary U.S. Government securities dealer in New York
City (a "PRIMARY TREASURY DEALER"), the Company will substitute another
Primary Treasury Dealer; and
(ii) one other Primary Treasury Dealer selected by the Company.
"REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
an Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to an Independent Investment Banker at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.
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SECTION 102. SECTION REFERENCES
Each reference to a particular section set forth in this Seventh
Supplemental Indenture shall, unless the context otherwise requires, refer to
this Seventh Supplemental Indenture.
ARTICLE TWO
DESIGNATION AND TERMS OF THE 2007 NOTES
SECTION 201. ESTABLISHMENT OF SERIES
There is hereby created a series of Securities to be known and designated
as the "6.125% Notes Due 2007" (the "2007 NOTES"), which shall rank equally with
each other and all other unsecured and unsubordinated indebtedness of the
Company. For the purposes of the Original Indenture, the 2007 Notes shall
constitute a single series of Securities.
SECTION 202. VARIATIONS IN TERMS OF THE 2007 NOTES
Subject to the terms and conditions set forth in the Original Indenture and
in this Seventh Supplemental Indenture, the terms of any particular 2007 Note
may vary from the terms of any other 2007 Note as contemplated by Section 301 of
the Original Indenture, and the terms for a particular 2007 Note will be set
forth in such 2007 Note as delivered to the Trustee or an Authenticating Agent
for authentication pursuant to Section 303 of the Original Indenture.
SECTION 203. AMOUNT AND DENOMINATIONS; THE DEPOSITARY
The initial principal amount of 2007 Notes that may be issued under this
Seventh Supplemental Indenture shall be $300,000,000. Additional 2007 Notes may
be issued under this Seventh Supplemental Indenture in unlimited principal
amounts as permitted by the Original Indenture. The authorized denominations of
2007 Notes shall be $1,000 or integral multiples of $1,000 in excess thereof.
The 2007 Notes shall be issuable only in fully registered form, without
coupons, and will initially be registered in the name of the Depositary, or its
nominee who is hereby designated as "U.S. Depositary" under the Original
Indenture.
SECTION 204. INTEREST RATES AND INTEREST PAYMENT DATES
(a) Interest Rate. The 2007 Notes shall bear interest at the annual rate
of 6.125% (the "2007 NOTE INTEREST RATE") from the Original Issue Date to, but
excluding, May 1, 2007. Interest on the 2007 Notes will be payable semi-annually
on each Interest Payment Date, commencing on November 1, 2002. Such interest
will be payable to the holder thereof as of the related Record Date.
(b) Computation of Interest. The amount of interest payable for any period
will be computed on the basis of a year of 360 days consisting of twelve 30-day
months. Except for the effect of any adjustment in the Interest Payment Date as
provided in the following sentence, the
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amount of interest payable for any period shorter than a full six-month period
for which interest is computed, will be computed on the basis of the actual
number of days elapsed in such a 180-day period. If any Interest Payment Date
would otherwise be a day that is not a Business Day, such Interest Payment Date
will be postponed to the next succeeding Business Day, and no interest will
accrue on such payment for the period from and after such Interest Payment Date
to the date of such payment on the next succeeding Business Day, except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on such date.
SECTION 205. FORM AND OTHER TERMS OF THE 2007 NOTES
(a) Attached hereto as EXHIBIT A is the form of 2007 Note, which form is
hereby established as the form in which the 2007 Notes may be issued and which
shall be completed with the series designation, stated maturity, interest rate
and CUSIP number applicable to the 2007 Notes upon such issuance.
(b) Subject to (a) above, any 2007 Note may be issued in such other form
as may be provided by, or not inconsistent with, the terms of the Original
Indenture and this Seventh Supplemental Indenture.
SECTION 206. AUTHENTICATION AND DELIVERY
As provided in and pursuant to Section 303 of the Original Indenture, each
time that the Company delivers 2007 Notes to the Trustee or Authenticating Agent
for authentication after the initial issuance of 2007 Notes under this
Indenture, the Company shall deliver a Supplemental Company Order in the form of
EXHIBIT B to this Seventh Supplemental Indenture (which form shall be completed
upon delivery with the series designation applicable to the 2007 Notes) for the
authentication and delivery of such 2007 Notes and the Trustee or such
Authenticating Agent shall authenticate and deliver such 2007 Notes.
SECTION 207. REDEMPTION; NO SINKING FUND
The 2007 Notes are subject to redemption, in whole or in part, at any time,
and at the option of the Company, at a redemption price equal to the greater of:
(i) 100% of the principal amount of 2007 Notes then outstanding to be
redeemed, or
(ii) the sum of the present values of the remaining scheduled payments
of principal and interest on the 2007 Notes then outstanding to be redeemed
(not including any portion of such payments of interest accrued as of the
redemption date) discounted to the redemption date on a semiannual basis
(computed based on a 360-day year consisting of twelve 30-day months) at
the Adjusted Treasury Rate, plus 25 basis points (0.25%), as calculated by
an Independent Investment Banker,
plus, in both of the above cases, accrued and unpaid interest thereon to the
redemption date.
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The Company will mail a notice of redemption at least 30 days but no more
than 60 days before the redemption date to each holder of 2007 Notes to be
redeemed. If the Company elects to partially redeem the 2007 Notes, the Trustee
will select in a fair and appropriate manner the 2007 Notes to be redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the 2007 Notes or
portions thereof called for redemption.
The 2007 Notes are not entitled to the benefit of any sinking fund or
analogous provision.
ARTICLE THREE
DESIGNATION AND TERMS OF THE 2012 NOTES
SECTION 301. ESTABLISHMENT OF SERIES
There is hereby created a series of Securities to be known and designated
as the "7.000% Notes Due 2012" (the "2012 NOTES"), which shall rank equally with
each other and all other unsecured and unsubordinated indebtedness of the
Company. For the purposes of the Original Indenture, the 2012 Notes shall
constitute a single series of Securities.
SECTION 302. VARIATIONS IN TERMS OF THE 2012 NOTES
Subject to the terms and conditions set forth in the Original Indenture and
in this Seventh Supplemental Indenture, the terms of any particular 2012 Note
may vary from the terms of any other 2012 Note as contemplated by Section 301 of
the Original Indenture, and the terms for a particular 2012 Note will be set
forth in such 2012 Note as delivered to the Trustee or an Authenticating Agent
for authentication pursuant to Section 303 of the Original Indenture.
SECTION 303. AMOUNT AND DENOMINATIONS; THE DEPOSITARY
The initial principal amount of 2012 Notes that may be issued under this
Seventh Supplemental Indenture shall be $400,000,000. Additional 2012 Notes may
be issued under this Seventh Supplemental Indenture in unlimited principal
amounts as permitted by the Original Indenture. The authorized denominations of
2012 Notes shall be $1,000 or integral multiples of $1,000 in excess thereof.
The 2012 Notes shall be issuable only in fully registered form, without
coupons, and will initially be registered in the name of the Depositary, or its
nominee who is hereby designated as "U.S. Depositary" under the Original
Indenture.
SECTION 304. INTEREST RATES AND INTEREST PAYMENT DATES
(a) Interest Rate. The 2012 Notes shall bear interest at the annual rate
of 7.000% (the "2012 NOTE INTEREST RATE") from the Original Issue Date to, but
excluding, May 1, 2012. Interest on the 2012 Notes will be payable semi-annually
on each Interest Payment Date, commencing on
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November 1, 2002. Such interest will be payable to the holder thereof as of the
related Record Date.
(b) Computation of Interest. The amount of interest payable for any period
will be computed on the basis of a year of 360 days consisting of twelve 30-day
months. Except for the effect of any adjustment in the Interest Payment Date as
provided in the following sentence, the amount of interest payable for any
period shorter than a full six-month period for which interest is computed, will
be computed on the basis of the actual number of days elapsed in such a 180-day
period. If any Interest Payment Date would otherwise be a day that is not a
Business Day, such Interest Payment Date will be postponed to the next
succeeding Business Day, and no interest will accrue on such payment for the
period from and after such Interest Payment Date to the date of such payment on
the next succeeding Business Day, except that, if such Business Day is in the
next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.
SECTION 305. FORM AND OTHER TERMS OF THE 2012 NOTES
(a) Attached hereto as EXHIBIT A is the form of 2012 Note, which form is
hereby established as the form in which the 2012 Notes may be issued and which
shall be completed with the series designation, stated maturity, interest rate
and CUSIP number applicable to the 2012 Notes upon such issuance.
(b) Subject to (a) above, any 2012 Note may be issued in such other form
as may be provided by, or not inconsistent with, the terms of the Original
Indenture and this Seventh Supplemental Indenture.
SECTION 306. AUTHENTICATION AND DELIVERY
As provided in and pursuant to Section 303 of the Original Indenture, each
time that the Company delivers 2012 Notes to the Trustee or Authenticating Agent
for authentication after the initial issuance of 2012 Notes under this
Indenture, the Company shall deliver a Supplemental Company Order in the form of
EXHIBIT B to this Seventh Supplemental Indenture (which form shall be completed
upon delivery with the series designation applicable to the 2012 Notes) for the
authentication and delivery of such 2012 Notes and the Trustee or such
Authenticating Agent shall authenticate and deliver such 2012 Notes.
SECTION 307. REDEMPTION; NO SINKING FUND
The 2012 Notes are subject to redemption, in whole or in part, at any time,
and at the option of the Company, at a redemption price equal to the greater of:
(i) 100% of the principal amount of 2012 Notes then outstanding to be
redeemed, or
(ii) the sum of the present values of the remaining scheduled payments
of principal and interest on the 2012 Notes then outstanding to be redeemed
(not including any portion of such payments of interest accrued as of the
redemption date) discounted to
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the redemption date on a semiannual basis (computed based on a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25
basis points (0.25%), as calculated by an Independent Investment Banker,
plus, in both of the above cases, accrued and unpaid interest thereon to the
redemption date.
The Company will mail a notice of redemption at least 30 days but no more
than 60 days before the redemption date to each holder of 2012 Notes to be
redeemed. If the Company elects to partially redeem the 2012 Notes, the Trustee
will select in a fair and appropriate manner the 2012 Notes to be redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the 2012 Notes or
portions thereof called for redemption.
The 2012 Notes are not entitled to the benefit of any sinking fund or
analogous provision.
ARTICLE FOUR
APPROVAL OF AMENDMENT TO SECTION 801 OF ORIGINAL INDENTURE
The Holders of the Notes, by their acquisition thereof, shall be deemed to
have approved the amendment of Section 801 of the Original Indenture as such
amendment is set forth in Section 701 of the Third Supplemental Indenture.
ARTICLE FIVE
MISCELLANEOUS
SECTION 501. EFFECT ON ORIGINAL INDENTURE
The Seventh Supplemental Indenture is a supplement to the Original
Indenture. As supplemented by this Seventh Supplemental Indenture, the Original
Indenture is in all respects ratified, approved and confirmed, and the Original
Indenture and this Seventh Supplemental Indenture shall together constitute one
and the same instrument.
SECTION 502. COUNTERPARTS
This Seventh 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 503. 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
Seventh Supplemental Indenture.
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SECTION 504. GOVERNING LAW
This Seventh Supplemental Indenture shall be governed by and construed in
accordance with the laws of the jurisdiction that govern the Original Indenture
and its construction.
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IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Supplemental Indenture to be duly executed as of the date and year first written
above.
TECO ENERGY, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President and Chief Executive
Officer
THE BANK OF NEW YORK, AS TRUSTEE
By: /s/ Xxxx Xxxxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
Signature Page of Seventh Supplemental Indenture -- S-1
EXHIBIT A
FORM OF NOTE
CUSIP NO.: ______________ PRINCIPAL AMOUNT: $_____________
REGISTERED NO. ___
TECO ENERGY, INC.
____ % Notes Due 20__
|X| Check this box if the Note is a Global Note. Applicable if the Note is a
Global Note:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of Cede & Co., or such
other nominee of The Depository Trust Company, a New York corporation, or any
successor depositary ("Depositary"), as requested by an authorized
representative of the Depositary. This Note is exchangeable for Notes registered
in the name of a person other than the Depositary or its nominee only in the
limited circumstances described in the Indenture and may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary.
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ORIGINAL ISSUE DATE: INTEREST PAYMENT DATES: May 1 and SINKING FUND: N/A
______, 2002 November 1 of each year, commencing
November 1, 2002. YIELD TO MATURITY: N/A
ISSUE PRICE: ____% (as a percentage SPECIFIED CURRENCY: U.S. dollars REDEMPTION: Redeemable in whole or
of principal amount) (if other than U.S. dollars): in part, at the Company's
STATED MATURITY: May ____, 20__ N/A option, from time to time at the
redemption prices described on the
INTEREST RATE: _____ % per annum. AUTHORIZED DENOMINATIONS: N/A reverse of this Note.
(Only applicable if Specified
Currency is other than U.S. dollars) REMARKETING PROVISIONS: N/A
DEPOSITARY: The Depository Trust
Company
TECO ENERGY, INC., a corporation duly organized and existing under the laws
of the State of Florida (herein called the "COMPANY," which term includes any
successor Corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum set forth on the face of this Note on the Stated Maturity, upon
the presentation and surrender hereof at the principal corporate trust office of
The Bank of New York, or its successor in trust (the "TRUSTEE") or such other
office as the Trustee has designated in writing, and to pay interest on the
unpaid principal balance hereof at a rate per annum (computed based on a 360-day
year consisting of twelve 30-day months) equal to the Interest Rate set forth on
the face of this Note for the period from the Original Issue Date to, but
excluding, the Stated Maturity.
Interest will be payable on the Interest Payment Dates to the Person in
whose name this Note is registered at the close of business on the related
Record Date, which is the fifteenth calendar day (whether or not a Business Day)
immediately preceding the related Interest Payment Date. In each case, payments
shall be made in accordance with the provisions hereof, until the principal
hereof is paid or duly made available for payment.
Interest on this Note will be computed on the basis of a year of 360 days
consisting of twelve 30-day months.
Payment of the principal of (and premium, if any) and any such interest on
this Note shall be made in immediately available funds at the office or agency
of the Company maintained for that purpose in the City of New York in the State
of New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
3
IN WITNESS WHEREOF, TECO ENERGY, INC. has caused this instrument to be duly
executed.
Dated: ____________, 2002
TRUSTEE'S CERTIFICATE TECO ENERGY, INC.
OF AUTHENTICATION
This is one of the series designated
therein referred to in the By:
within-mentioned Indenture. ----------------------------
Name:
Title:
THE BANK OF NEW YORK,
as Authenticating Agent for the Trustee
By:
---------------------------------------------
Authorized signatory
Signature Page of ___% Note Due 20__ -- S-1
(REVERSE OF NOTE)
TECO ENERGY, INC.
_____% Notes Due 20___
This Note is one of a duly authorized issue of securities of the Company
(herein called the "NOTES"), issued and to be issued under an Indenture dated as
of August 17, 1998, as supplemented by the Seventh Supplemental Indenture, dated
as of May 1, 2002 (as such has been or shall be amended or supplemented, the
"INDENTURE"), between the Company and The Bank of New York, as trustee (the
"TRUSTEE", which term includes any successor Trustee under the Indenture), to
which Indenture reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and of the terms upon which the Notes
are, and are to be, authenticated and delivered. This Note is one of the
securities of the series designated on the face hereof.
DEFINITIONS
The following terms, as used herein, have the following meanings unless the
context or use clearly indicates another or different meaning or intent:
"ADJUSTED TREASURY RATE" means, with respect to any redemption date:
(i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Board of Governors of the
Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under
the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Remaining Life, as defined
below, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and
the Adjusted Treasury Rate will be interpolated or extrapolated from
such yields on a straight line basis, rounding to the nearest month);
or
(ii) if such release (or any successor release) is not published during the
week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price
for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
redemption date.
The Adjusted Treasury Rate will be calculated on the third Business Day
preceding the redemption date.
"BUSINESS DAY" shall mean any day other than a Saturday or Sunday that is
neither a legal
holiday nor a day on which banking institutions are authorized or required by
law or regulations to close in the City of New York.
"COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be used, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes (the "REMAINING LIFE").
"COMPARABLE TREASURY PRICE" means (1) the average of five Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if an Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.
"DEPOSITARY" shall mean The Depository Trust Company or any successor
depositary.
"INDEPENDENT INVESTMENT BANKER" means any of Banc of America Securities
LLC, BNY Capital Markets, Inc., Credit Suisse First Boston Corporation or
Xxxxxxx Xxxxx Xxxxxx Inc. or any of their respective successors, as designated
by the Company, or if all of the firms are unwilling or unable to serve as such,
an independent investment and banking institution of national standing appointed
by the Company.
"INTEREST PAYMENT DATE" shall mean the date on which interest on this Note
is paid, which date(s) are set forth on the face of this Note.
"REFERENCE TREASURY DEALER" means:
(i) Banc of America Securities LLC, BNY Capital Markets, Inc., Credit
Suisse First Boston Corporation, Xxxxxxx Xxxxx Barney Inc. and
each of their respective successors; provided that, if any such
Reference Treasury Dealer ceases to be a primary U.S. Government
securities dealer in New York City ("Primary Treasury Dealer"),
the Company will substitute another Primary Treasury Dealer; and
(ii) one other Primary Treasury Dealer selected by the Company.
"REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
an Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to an Independent Investment Banker at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.
INTEREST RATE
This Note will bear interest at the rate per annum (computed based on a
360-day year consisting of twelve 30-day months) identified on the face of this
Note.
OPTIONAL REDEMPTION
The Notes are subject to redemption, in whole or in part, at any time, and
at the option of the Company, at a redemption price equal to the greater of:
(i) 100% of the principal amount of Notes then outstanding to be
redeemed, or
(ii) the sum of the present values of the remaining scheduled payments
of principal and interest on the Notes then outstanding to be
redeemed (not including any portion of such payments of interest
accrued as of the redemption date) discounted to the redemption
date on a semiannual basis (computed based on a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury
Rate, plus ____ basis points (____%), as calculated by an
Independent Investment Banker,
plus, in both of the above cases, accrued and unpaid interest thereon to the
redemption date.
The Company will mail a notice of redemption at least 30 days but no more
than 60 days before the redemption date to each holder of Notes to be redeemed.
If the Company elects to partially redeem the Notes, the Trustee will select in
a fair and appropriate manner the Notes to be redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Notes or
portions thereof called for redemption.
The Notes are not entitled to the benefit of any sinking fund or analogous
provision.
TRANSFER OR EXCHANGE
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registerable in the Security Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any place where the principal of (and premium, if any) and
interest on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of this series and of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons and, except
for such Notes issued in book-entry form, only in denominations of $1,000 and
any integral multiple of $1,000. As provided in the Indenture and subject to
certain limitations therein set forth, this Note is exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company or the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
OTHER PROVISIONS
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected and of the Holders of 66 2/3%
in principal amount of the Securities at the time Outstanding of all series to
be affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. To the extent
permitted by law, any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
This Note shall be governed by and construed in accordance with the laws of
The State of New York.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT--______ CUSTODIAN_____ TEN
ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint
tenants with right of survivorship Under Uniform Gifts to Minors Act
and not as tenants in common ___________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
-----------------------------------------
-----------------------------------------
--------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
the within Security of TECO ENERGY, INC. and does hereby irrevocably constitute
and appoint __________________________________________________ attorney to
transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated:
------------------- -------------------------------------------
-------------------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatsoever.
EXHIBIT B
TECO ENERGY, INC.
_____ % NOTES DUE 20__
SUPPLEMENTAL COMPANY ORDER
Pursuant to Section [206][306] of Article [Two][Three] of the Seventh
Supplemental Indenture, dated as of May 1, 2002, 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
$______________. The Note is being delivered in exchange for issued and
outstanding Notes of the series identified above.
IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of ________,
____.
TECO ENERGY, INC.
By:
-------------------------------------
Name:
Title:
TABLE OF CONTENTS
PAGE
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......2
SECTION 101. DEFINITIONS...............................................2
SECTION 102. SECTION REFERENCES........................................4
ARTICLE TWO DESIGNATION AND TERMS OF THE 2007 NOTES.......................4
SECTION 201. ESTABLISHMENT OF SERIES...................................4
SECTION 202. VARIATIONS IN TERMS OF THE 2007 NOTES.....................4
SECTION 203. AMOUNT AND DENOMINATIONS; THE DEPOSITARY..................4
SECTION 204. INTEREST RATES AND INTEREST PAYMENT DATES.................4
SECTION 205. FORM AND OTHER TERMS OF THE 2007 NOTES....................5
SECTION 206. AUTHENTICATION AND DELIVERY...............................5
SECTION 207. REDEMPTION; NO SINKING FUND...............................5
ARTICLE THREE DESIGNATION AND TERMS OF THE 2012 NOTES.......................6
SECTION 301. ESTABLISHMENT OF SERIES...................................6
SECTION 302. VARIATIONS IN TERMS OF THE 2012 NOTES.....................6
SECTION 303. AMOUNT AND DENOMINATIONS; THE DEPOSITARY..................6
SECTION 304. INTEREST RATES AND INTEREST PAYMENT DATES.................6
SECTION 305. FORM AND OTHER TERMS OF THE 2012 NOTES....................7
SECTION 306. AUTHENTICATION AND DELIVERY...............................7
SECTION 307. REDEMPTION; NO SINKING FUND...............................7
ARTICLE FOUR APPROVAL OF AMENDMENT TO SECTION 801 OF ORIGINAL INDENTURE....8
ARTICLE FIVE MISCELLANEOUS.................................................8
SECTION 501. EFFECT ON ORIGINAL INDENTURE..............................8
SECTION 502. COUNTERPARTS..............................................8
SECTION 503. RECITALS..................................................8
SECTION 504. GOVERNING LAW.............................................9
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