Exhibit 1.1
TAMPA ELECTRIC COMPANY
Remarketed Notes due 2038
PURCHASE AGREEMENT
July 28, 1998
Tampa Electric Company
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 July 28, 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:
Principal
Amount of
Name Notes
Citicorp Securities, Inc. $25,000,000
Xxxxxx Xxxxxxx & Co. Incorporated $25,000,000
Total . . . . . . . . . . . . . . . . . . . . . . . . $50,000,000
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 Citicorp Securities
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 Citicorp Securities 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 Citicorp Securities 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,
and Ropes & Xxxx, counsel for the Agents, as set forth in Section
4(b)(i) and (ii);
(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,
CITICORP SECURITIES, INC.
By: /s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
Vice President
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
Vice President
The foregoing Agreement is hereby confirmed and accepted as of the
date first above written.
TAMPA ELECTRIC COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Treasurer
