Exhibit 1.2
TAMPA ELECTRIC COMPANY
$200,000,000
Medium-Term Note Program
Due from 9 Months to 40 Years from Date of Issue
AGENCY AGREEMENT
July 28, 1998
Citicorp Securities, Inc.
000 Xxxx Xxxxxx
0xx Xxxxx, Xxxx 0
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentleman:
Tampa Electric Company, a Florida corporation (the "Company"),
confirms its agreement with each of you with respect to the issue and sale
from time to time by the Company of up to $200,000,000 (or the equivalent
thereof in one or more foreign currencies or composite currencies)
aggregate initial public offering price of its medium-term notes due from 9
months to 40 years from date of issue (the "Notes"). The Notes will be
issued under an Indenture dated as of July 1, 1998 (the "Base Indenture")
between the Company and The Bank of New York, as Trustee (the "Trustee"),
and will have the maturities, interest rates, redemption provisions, if
any, and other terms as set forth in indentures supplemental to the Base
Indenture (each, a "Supplemental Indenture," the Base Indenture as amended
by such Supplemental Indentures referred to herein as the "Indenture").
The Company hereby appoints Citicorp Securities, Inc. and Xxxxxx
Xxxxxxx & Co. Incorporated (individually an "Agent" and collectively the
"Agents") as its agents, subject to Section 8, Section 11 and the Company's
right to sell Notes directly to investors without the use of agents for the
purpose of soliciting and receiving offers to purchase Notes from the
Company by others and, on the basis of the representations and warranties
herein contained, but subject to the terms and conditions herein set forth,
each Agent agrees to use reasonable efforts to solicit and receive offers
to purchase Notes upon terms acceptable to the Company at such times and in
such amounts as the Company shall from time to time specify. In addition,
any Agent may also purchase Notes as principal pursuant to the terms of a
purchase agreement relating to such sale (a "Purchase Agreement") in
accordance with the provisions of Section 2(b) hereof.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus, relating to
the Notes. Such registration statement, including the exhibits thereto and
any amendments thereto, is hereinafter referred to as the "Registration
Statement." The Company proposes to file with the Commission from time to
time, pursuant to Rule 424 under the Securities Act of 1933, as amended
(the "Securities Act"), supplements to the prospectus included in the
Registration Statement that will describe certain terms of the Notes. The
prospectus in the form in which it appears in the Registration Statement is
hereinafter referred to as the "Base Prospectus." The term "Prospectus"
means the Base Prospectus together with the prospectus supplement or
supplements (each a "Prospectus Supplement") specifically relating to
Notes, as filed with, or transmitted for filing to, the Commission pursuant
to Rule 424. As used herein, the terms "Base Prospectus" and "Prospectus"
shall include in each case the documents, if any, incorporated by reference
therein. The terms "supplement," "amendment" and "amend" as used herein
shall include all documents deemed to be incorporated by reference in the
Prospectus that are filed subsequent to the date of the Base Prospectus by
the Company with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act").
1. Representations and Warranties. The Company represents and
warrants to and agrees with each Agent as of the Commencement Date (as
defined below), as of each date on which an Agent solicits offers to
purchase Notes from the Company, as of each date on which the Company
accepts an offer to purchase Notes (including any purchase by an Agent
pursuant to a Purchase Agreement), as of each date the Company issues and
delivers Notes, and as of each date the Registration Statement or the Base
Prospectus is amended or supplemented, as follows (it being understood that
such representations, warranties and agreements shall be deemed to relate
to the Registration Statement, the Base Prospectus and the Prospectus, each
as amended or supplemented to each such date):
(a) The Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement is in
effect, and no proceedings for such purpose are pending before or
threatened by the Commission.
(b) (i) Each document filed or to be filed pursuant to the
Exchange Act and incorporated by reference in the Prospectus, on the
date it was or is filed with the Commission, (A) complied or will
comply in all material respects with the Exchange Act and the
applicable rules and regulations of the Commission thereunder and (B)
did not contain and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading,
(ii) each part of the Registration Statement, when such part became
effective, did not contain and each such part, as amended or
supplemented, if applicable, when so amended or supplemented, will not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, (iii) the Registration Statement,
on the date it was declared effective, and the Prospectus, as of the
date of the Base Prospectus, complied and, as amended or supplemented,
if applicable, on the date of such Amendment or Supplement, will
comply in all material respects with the Securities Act and the
applicable rules and regulations of the Commission thereunder, and
(iv) the Prospectus does not contain and, as amended or supplemented,
if applicable, on the date of such Amendment or Supplement, will not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
provided, however, that (1) the representations and warranties set
forth in this paragraph do not apply (x) to statements or omissions in
the Registration Statement or the Prospectus based upon information
relating to an Agent furnished to the Company in writing by such Agent
expressly for use therein or (y) to that part of the Registration
Statement that constitutes the Statement of Eligibility (Form T-1)
under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), of the Trustee and (2) the representations and
warranties set forth in clauses 1(b)(ii) and 1(b)(iv) above, when made
as of the Commencement Date or as of any date on which an Agent
solicits offers to purchase Notes from the Company or on which the
Company accepts an offer to purchase Notes, shall be deemed not to
cover information concerning an offering of particular Notes to the
extent such information will be set forth in a supplement to the Base
Prospectus;
(c) The Company has been duly incorporated, is validly existing
as a corporation in good standing under the laws of the State of
Florida, and has the power and authority (corporate and otherwise) to
own its property and to conduct its business as described in the
Prospectus;
(d) The Company has full power and lawful authority to
authorize, execute and deliver this Agreement and any applicable
Written Purchase Agreement (as hereinafter defined) on the terms and
conditions set forth herein and therein and the Agreement and any
applicable Written Purchase Agreement have been duly authorized,
executed and delivered by the Company;
(e) The Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by
the Company and is a valid and binding agreement of the Company,
enforceable in accordance with its terms;
(f) The Notes have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the purchasers thereof, will be entitled
to the benefits of the Indenture and will be valid and binding
obligations of the Company;
(g) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement,
the Notes, the Indenture and any applicable Written Purchase Agreement
will not result in a breach of or constitute a default under nor will
it violate the provisions of any indenture, mortgage, deed of trust,
agreement, or other instrument to which the Company is a party or by
which it or any of its property is bound nor will it violate the
provisions of the Restated Articles of Incorporation or by-laws of the
Company or any statute, or any order, rule or regulation, to the
extent applicable to the Company, of any court or other governmental
or regulatory body and no consent, approval, authorization or order
of, or qualification with, any governmental or regulatory body,
including the Florida Public Service Commission, is required for the
performance by the Company of its obligations under this Agreement,
the Notes, the Indenture and any applicable Purchase Agreement,
except, as have been obtained and except such as may be required by
the securities or Blue Sky laws of the various states in connection
with the offer and sale of the Notes;
(h) There has not occurred any material adverse change in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a whole, from
that set forth in the Prospectus;
(i) The financial statements of the Company, together with
related notes, incorporated in the Registration Statement and the
Prospectus present fairly, in accordance with generally accepted
accounting principles consistently applied (except as stated therein
and except the notes to the interim financial statements), the
financial position and the results of operations of the Company and
its predecessors at the dates and for the respective periods to which
they apply;
(j) The Company is not and, after giving effect to the offering
and sale of the Notes and the application of the proceeds thereof as
described in the Prospectus, will not be an "investment company" as
such term is defined in the Investment Company Act of 1940, as
amended;
(k) PricewaterhouseCoopers LLP, successor to Coopers & Xxxxxxx
LLP who have certified financial statements of the Company, are
independent public accountants as required by the Securities Act and
the rules and regulations of the Commission thereunder; and
(l) The Company has complied with all provisions of
Section 517.075, Florida Statutes relating to doing business with the
Government of Cuba or with any person or affiliate located in Cuba.
2. Solicitations as Agent; Purchases as Principal.
(a) Solicitations as Agent. In connection with an Agent's
actions as agent hereunder, such Agent agrees to use reasonable
efforts to solicit offers to purchase Notes upon the terms and
conditions set forth in the Prospectus as then amended or
supplemented.
The Company reserves the right, in its sole discretion, to
instruct the Agents to suspend at any time, for any period of time or
permanently, the solicitation of offers to purchase Notes. Upon
receipt of notice from the Company, the Agents will forthwith suspend
solicitations of offers to purchase Notes from the Company until such
time as the Company has advised the Agents that such solicitation may
be resumed. While such solicitation is suspended, the Company shall
not be required to deliver any certificates, opinions or letters in
accordance with Sections 5(a), 5(b) and 5(c); provided, however, that
if the Registration Statement or Prospectus is amended or supplemented
during the period of suspension (other than by an amendment or
supplement providing solely for a change in the interest rates,
redemption provisions, amortization schedules or maturities offered on
the Notes or for a change the Agents deem to be immaterial), no Agent
shall be required to resume soliciting offers to purchase Notes until
the Company has delivered such certificates, opinions and letters as
such Agent may reasonably request.
The Company agrees to pay to each Agent, as consideration for the
sale of each Note resulting from a solicitation made or an offer to
purchase received by such Agent, a commission in the form of a
discount from the purchase price of such Note equal to the percentage
set forth below of the purchase price of such Note:
Commission
Term Rate
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .700%
From 20 years to less than 30 years .750%
30 years and beyond Subject to
negotiation
Each Agent shall communicate to the Company, orally or in
writing, each offer to purchase Notes received by such Agent as agent
that in its judgment should be considered by the Company. The Company
shall have the sole right to accept offers to purchase Notes and may
reject any offer in whole or in part. Each Agent shall have the right
to reject any offer to purchase Notes that it considers to be
unacceptable, and any such rejection shall not be deemed a breach of
its agreements contained herein. The procedural details relating to
the issue and delivery of Notes sold by the Agents as agents and the
payment therefor shall be as set forth in the Supplemental Indenture
relating to such Notes. Additional procedural details relating to
such Notes may be set forth in one or more letter agreements between
the Company and the Trustee.
(b) Purchases as Principal. Each sale of Notes to an Agent as
principal shall be made in accordance with the terms of this
Agreement. In connection with each such sale, the Company will enter
into a Purchase Agreement that will provide for the sale of such Notes
to and the purchase thereof by such Agent. Each Purchase Agreement
will take the form of a written agreement between such Agent and the
Company, which may be substantially in the form of Exhibit A hereto (a
"Written Purchase Agreement").
An Agent's commitment to purchase Notes pursuant to a Purchase
Agreement shall be deemed to have been made on the basis of the
representations and warranties of the Company herein contained and
shall be subject to the terms and conditions herein set forth. Each
Purchase Agreement shall specify the principal amount of Notes to be
purchased by such Agent pursuant thereto, the maturity date of such
Notes, the price to be paid to the Company for such Notes, the
interest rate and interest rate formula, if any, applicable to such
Notes and other terms of such Notes. Each such Purchase Agreement may
also specify any requirements for officers' certificates, opinions of
counsel and letters from the independent public accountants of the
Company pursuant to Section 4 hereof. A Purchase Agreement may also
specify certain provisions relating to the reoffering of such Notes by
such Agent.
Each Purchase Agreement shall specify the time and place of
delivery of and payment for such Notes. Unless otherwise specified in
a Purchase Agreement, the procedural details relating to the issue and
delivery of Notes purchased by an Agent as principal and the payment
therefor shall be as set forth in the Supplemental Indenture relating
to such Notes. Additional procedural details relating to such Notes
may be set forth in one or more letter agreements between the Company
and the Trustee. Each date of delivery of and payment for Notes to be
purchased by an Agent pursuant to a Purchase Agreement is referred to
herein as a "Settlement Date."
Unless otherwise specified in a Purchase Agreement, if you are
purchasing Notes as principal you may resell such Notes to other
dealers. Any such sales may be at a discount, which shall not exceed
the amount set forth in the Prospectus Supplement relating to such
Notes.
(c) Delivery. The documents required to be delivered by
Section 4 of this Agreement as a condition precedent to each Agent's
obligation to begin soliciting offers to purchase Notes as an agent of
the Company shall be delivered at the office of Ropes & Gray, counsel
for the Agents, not later than 10:00 a.m., New York City time, on the
date hereof, or at such other time and/or place as the Agents and the
Company may agree upon in writing, but in no event later than the day
prior to the earlier of (i) the date on which the Agents begin
soliciting offers to purchase Notes or (ii) the first date on which
the Company accepts any offer by an Agent to purchase Notes pursuant
to a Purchase Agreement. The date of delivery of such documents is
referred to herein as the "Commencement Date."
(d) Obligations Several. The Company acknowledges that the
obligations of the Agents under this Agreement are several and not
joint.
3. Agreements. The Company agrees with each Agent that:
(a) Prior to the termination of the offering of the Notes
pursuant to this Agreement or any Purchase Agreement, the Company will
not file any Prospectus Supplement relating to Notes or any amendment
to the Registration Statement unless the Company has previously
furnished to the Agents copies thereof for their review and will not
file any such proposed supplement or amendment to which the Agents
reasonably object; provided, however, that (i) the foregoing
requirement shall not apply to any of the Company's periodic filings
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act, copies of which filings the Company will cause to be
delivered to the Agents promptly after being transmitted for filing
with the Commission and (ii) any Prospectus Supplement that merely
sets forth the terms or a description of particular Notes shall only
be reviewed and approved by the Agent or Agents offering such Notes.
Subject to the foregoing sentence, the Company will promptly cause
each Prospectus Supplement to be filed with or transmitted for filing
to the Commission in accordance with Rule 424(b) under the Securities
Act. The Company will promptly advise the Agents (i) of the filing of
any amendment or supplement to the Base Prospectus (except that notice
of the filing of an amendment or supplement to the Base Prospectus
that merely sets forth the terms or a description of particular Notes
shall only be given to the Agent or Agents offering such Notes),
(ii) of the filing and effectiveness of any amendment to the
Registration Statement, (iii) of any request by the Commission for any
amendment to the Registration Statement or any amendment or supplement
to the Base Prospectus or for any additional information, (iv) of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose, and (v) of the receipt
by the Company of any notification with respect to the suspension of
the qualification of the Notes for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose. The
Company will use reasonable efforts to prevent the issuance of any
such stop order or notice of suspension of qualification and, if
issued, to obtain as soon as practicable the withdrawal thereof. If
the Base Prospectus is amended or supplemented as a result of the
filing under the Exchange Act of any document incorporated by
reference in the Prospectus, no Agent shall be obligated to solicit
offers to purchase Notes so long as it is not reasonably satisfied
with such document.
(b) If, at any time when a prospectus relating to Notes is
required to be delivered under the Securities Act, any event occurs or
condition exists as a result of which the Prospectus, as then amended
or supplemented, would include an untrue statement of a material fact,
or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances when the Prospectus, as
then amended or supplemented, is delivered to a purchaser, not
misleading, or if, in the opinion of the Company, it is necessary at
any time to amend or supplement the Prospectus, as then amended or
supplemented, to comply with applicable law, the Company will
immediately notify the Agents by telephone (with confirmation in
writing) to suspend solicitation of offers to purchase Notes and, if
so notified by the Company, the Agents shall forthwith suspend such
solicitation and cease using the Prospectus, as then amended or
supplemented. If the Company shall decide to amend or supplement the
Registration Statement or Prospectus, as then amended or supplemented,
it shall so advise the Agents promptly by telephone (with confirmation
in writing) and, at its expense, shall prepare and cause to be filed
with the Commission, except as otherwise expressly provided, at such
time it deems appropriate, an amendment or supplement to the
Registration Statement or Prospectus, as then amended or supplemented,
reasonably satisfactory to the Agents, that will correct such
statement or omission or effect such compliance, and will supply such
amended or supplemented Prospectus to the Agents in such quantities as
they may reasonably request. If any documents, certificates, opinions
and letters furnished to the Agents pursuant to Sections 3(f), 5(a),
5(b) and 5(c) in connection with the preparation and filing of such
amendment or supplement are reasonably satisfactory to the Agents,
upon the filing with the Commission of such amendment or supplement to
the Prospectus or upon the effectiveness of an amendment to the
Registration Statement, the Agents will resume the solicitation of
offers to purchase Notes hereunder. Notwithstanding any other
provision of this paragraph, until the distribution of any Notes an
Agent may own as principal has been completed up to a maximum of
fifteen days from the date of the Purchase Agreement, if any event
described above in this paragraph occurs, the Company will, at its own
expense, forthwith prepare and cause to be filed promptly with the
Commission an amendment or supplement to the Registration Statement or
Prospectus, as then amended or supplemented, reasonably satisfactory
to such Agent, will supply such amended or supplemented Prospectus to
such Agent in such quantities as it may reasonably request, and shall
furnish to such Agent pursuant to Sections 3(f), 5(a), 5(b), and 5(c)
such documents, certificates, opinions, and letters as it may request
in connection with the preparation and filing of such amendment or
supplement.
(c) The Company will make generally available to its security
holders an earning statement that satisfies the provisions of Section
11(a) of the Securities Act and the rules and regulations of the
Commission thereunder covering a twelve month period beginning not
later than the first day of the Company's fiscal quarter next
following the "effective date" (as defined in Rule 158 under the
Securities Act) of the Registration Statement with respect to each
sale of Notes. If such fiscal quarter is the first fiscal quarter of
the Company's fiscal year, such earning statement shall be made
available not later than 90 days after the close of the period covered
thereby and in all other cases shall be made available not later than
45 days after the close of the period covered thereby.
(d) The Company will furnish to each Agent, without charge, a
conformed copy of the Registration Statement, including exhibits and
all amendments thereto, and as many copies of the Prospectus, any
documents incorporated by reference therein and any supplements and
amendments thereto as such Agent may reasonably request.
(e) The Company will cooperate in the qualification of the Notes
for offer and sale under the securities or Blue Sky laws of such
jurisdictions in the United States as the Agents shall reasonably
request and help to maintain such qualifications for as long as the
Agents shall reasonably request.
(f) The Company shall furnish to the Agents such relevant
documents and certificates of officers of the Company relating to the
business, operations and affairs of the Company, the Registration
Statement, the Base Prospectus, any amendments or supplements thereto,
the Indenture, any Supplemental Indenture, the Notes, this Agreement,
any Purchase Agreement and the performance by the Company of its
obligations hereunder or thereunder as the Agents may from time to
time reasonably request.
(g) The Company shall notify the Agents promptly in writing of
any downgrading, or of its receipt of any notice of any intended or
potential downgrading or of any review for possible change that does
not indicate the direction of the possible change, in the rating
accorded any of the Company's securities by any "nationally recognized
statistical rating organization," as such term is defined for purposes
of Rule 436(g)(2) under the Securities Act.
(h) The Company will, whether or not any sale of Notes is
consummated, pay all expenses incident to the performance of its
obligations under this Agreement and any Purchase Agreement, including
(i) the preparation and filing of the Registration Statement and the
Prospectus and all amendments and supplements thereto, (ii) the
preparation, issuance and delivery of the Notes, (iii) the fees and
disbursements of the Company's counsel and accountants and of the
Trustee and its counsel, (iv) the qualification of the Notes under
securities or Blue Sky laws in accordance with the provisions of
Section 3(e), including filing fees and the fees and disbursements of
counsel for the Agents in connection therewith and in connection with
the preparation of any Blue Sky Memoranda in an amount not exceeding
$5,000 with respect to any such memorandum, (v) the printing and
delivery to the Agents in quantities as hereinabove stated of copies
of the Registration Statement and all amendments thereto and of the
Prospectus and any amendments or supplements thereto, (vi) any fees
charged by rating agencies for a requested rating of the Notes (the
Company agrees the Agent shall not be obligated to pay bills for
unrequested ratings) (vii) any expenses incurred by the Company in
connection with a "road show" presentation to potential investors and
(ix) the fees and disbursements of counsel for the Agents incurred in
connection with the offering and sale of the Notes, including any
opinions to be rendered by such counsel xxxxxxxxx, and (x) any
out-of-pocket expenses incurred by the Agents which have been approved
by the Company.
(i) During the period beginning the date of any Purchase
Agreement and continuing to and including the Settlement Date with
respect to such Purchase Agreement (which period shall not exceed 15
days), the Company will not, without such Agent's prior written
consent, offer, sell, contract to sell or otherwise dispose of any
debt securities of the Company or warrants to purchase debt securities
of the Company substantially similar to such Notes (other than (A) the
Notes that are to be sold pursuant to such Purchase Agreement, (B)
Notes previously agreed to be sold by the Company, (C) commercial
paper issued in the ordinary course of business and (D) in connection
with Acquisitions), except as may otherwise be provided in such
Purchase Agreement.
4. Conditions of the Obligations of the Agents. Each Agent's
obligation to solicit offers to purchase Notes as agent of the Company,
each Agent's obligation to purchase Notes pursuant to any Purchase
Agreement, and the obligation of a purchaser to purchase Notes sold through
an Agent as agent will be subject to the accuracy in all material respects
of the representations and warranties on the part of the Company herein, to
the accuracy in all material respects of the statements of the Company's
officers made in each certificate furnished pursuant to the provisions
hereof, and to the performance and observance by the Company in all
material respects of all covenants and agreements herein contained on its
part to be performed and observed (in the case of an Agent's obligation to
solicit offers to purchase Notes, at the time of such solicitation, and, in
the case of an Agent's or other purchaser's obligation to purchase Notes,
at the time the Company accepts the offer to purchase such Notes and at the
time of issuance and delivery) and (in each case) to the following
additional conditions precedent when and as specified:
(a) Prior to such solicitation or purchase, as the case may be:
(i) there shall not have occurred any change in the
condition, financial or otherwise, or in the earnings, business
or operations of the Company and its subsidiaries, taken as a
whole, from that set forth in the Prospectus, as amended or
supplemented at the time of such solicitation or at the time such
offer to purchase was made, that, in the reasonable judgment of
the relevant Agent, is material and adverse and that makes it, in
the reasonable judgment of such Agent, impracticable to market
the Notes on the terms and in the manner contemplated by the
Prospect us, as so amended or supplemented;
(ii) there shall not have occurred any (A) suspension or
material limitation of trading generally on or by, as the case
may be, any of the New York Stock Exchange, the American Stock
Exchange, the National Association of Securities Dealers, Inc.,
the Chicago Board Options Exchange, the Chicago Mercantile
Exchange or the Chicago Board of Trade, (B) suspension of trading
of any securities of the Company on any exchange or in any
over-the-counter market, (C) declaration of a general moratorium
on commercial banking activities in New York by either Federal or
New York State authorities or (D) any outbreak or escalation of
hostilities or any change in financial markets or any calamity or
crisis that, in the reasonable judgment of the relevant Agent, is
material and adverse and, in the case of any of the events
described in clauses 4(a)(ii)(A) through 4(a)(ii)(D), such event,
singly or together with any other such event, makes it, in the
reasonable judgment of such Agent, impracticable to market the
Notes on the terms and in the manner contemplated by the
Prospectus, as amended or supplemented at the time of such
solicitation or at the time such offer to purchase was made; and
(iii) there shall not have occurred any downgrading, nor
shall any notice have been given of any intended or potential
downgrading or of any review for a possible change that does not
indicate the direction of the possible change, in the rating
accorded any of the Company's securities by any "nationally
recognized statistical rating organization," as such term is
defined for purposes of Rule 436(g)(2) under the Securities Act;
except (A) in each case described in Section 4(a)(i), 4(a)(ii) or
4(a)(iii) above, as disclosed to the relevant Agent in writing by the
Company prior to such solicitation or, in the case of a purchase of
Notes, as disclosed to the relevant Agent before the offer to purchase
such Notes was made, or (B) in each case described in Section 4(a)(ii)
above, the relevant event shall have occurred and been known to the
relevant Agent before such solicitation or, in the case of a purchase
of Notes, before the offer to purchase such Notes was made.
(b) On the Commencement Date and, if called for by any Purchase
Agreement, on the corresponding Settlement Date, the relevant Agents
shall have received:
(i) The opinion, dated as of such date, of Xxxxxx & Dodge
LLP, outside counsel for the Company, to the effect that:
(A) the Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of
the State of Florida has the corporate power and authority
to own its property and to conduct its business as described
in the Prospectus, as then amended or supplemented;
(B) each of this Agreement and any applicable Written
Purchase Agreement has been duly authorized, executed and
delivered by the Company;
(C) the Indenture has been duly qualified under the
Trust Indenture Act and has been duly authorized, executed
and delivered by the Company and is a valid and binding
agreement of the Company, enforceable in accordance with its
terms, subject to bankruptcy, insolvency fraudulent
transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors'
rights and to general equity principles;
(D) the Notes have been duly authorized and, if
executed and authenticated in accordance with the provisions
of the Indenture and delivered to and paid for by the
purchasers thereof on the date of such opinion, would be
entitled to the benefits of the Indenture and would be valid
and binding obligations of the Company, enforceable in
accordance with their respective terms, subject to
bankruptcy, insolvency fraudulent transfer, reorganization,
moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general
equity principles;
(E) the execution and delivery by the Company of, and
the performance by the Company of its obligations under,
this Agreement, the Notes, the Indenture and any applicable
Written Purchase Agreement will not contravene any provision
of applicable law or the restated Articles of incorporation
or by-laws of the Company or constitute a default under any
agreement or other instrument binding upon the Company or
any of its subsidiaries that is listed as an exhibit to the
Company's Form 10-K for the year ended December 31, 1997, or
any subsequently filed periodic report, or, to the best of
such counsel's knowledge, any judgment, order or decree of
any governmental body, agency or court having jurisdiction
over the Company or any subsidiary, and no consent,
approval, authorization or order of, or qualification with,
any governmental body or agency is required for the
performance by the Company of its obligations under this
Agreement, the Notes, the Indenture and any applicable
Purchase Agreement, except as has been obtained and except
such as may be required by the securities or Blue Sky laws
of the various states in connection with the offer and sale
of the Notes or the rules of the National Association of
Securities Dealers;
(F) The Registration Statement has become effective
under the Securities Act, and, to the best of the knowledge
of such counsel, no stop order suspending the effectiveness
of the Registration Statement or of any part thereof has
been issued and no proceedings for that purpose have been
instituted or are pending or contemplated under the
Securities Act;
(G) the statements in the Prospectus, as then amended
or supplemented, under the captions "Description of the Debt
Securities," insofar as such statements constitute summaries
of the provisions of the Indenture fairly summarize the
matters referred to therein;
(H) such counsel is of the opinion ascribed to it in
the Prospectus, as then amended or supplemented, under the
caption "Certain Federal Income Tax Consequences";
(I) such counsel (1) is of the opinion that each
document filed pursuant to the Exchange Act and incorporated
by reference in the Prospectus, as then amended or
supplemented (except for financial statements and schedules
and other financial and statistical data included therein as
to which such counsel need not express any opinion) complied
when so filed as to form in all material respects with the
Exchange Act and the applicable rules and regulations of the
Commission thereunder, (2) nothing has come to such
counsel's attention which has caused it to believe that
(except for financial statements and schedules and other
financial and statistical data as to which such counsel need
not express any belief and except for that part of the
Registration Statement that constitutes the Form T-1
heretofore referred to) each part of the Registration
Statement, as then amended, if applicable, when such part
became effective, contained any untrue statement of a
material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading, (3) is of the opinion that the
Registration Statement and Prospectus, as then amended or
supplemented, if applicable (except for financial statements
and schedules and other financial or statistical data
included therein as to which such counsel need not express
any opinion) comply as to form in all material respects with
the Securities Act and the applicable rules and regulations
of the Commission thereunder and (4) nothing has come to
such counsel's attention which causes it to believe that
(except for financial statements and schedules and other
financial or statistical data as to which such counsel need
not express any belief) the Prospectus, as then amended or
supplemented, if applicable, as of the date such opinion is
delivered contains any untrue statement of a material fact
or omits to state a material fact necessary in order to make
the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that in
the case of an opinion delivered on the Commencement Date or
pursuant to Section 5(b), the opinion and belief set forth
in clauses 4(b)(i)(I)(3) and 4(b)(i)(I)(4) above shall be
deemed not to cover information concerning an offering of
particular Notes to the extent such information will be set
forth in a supplement to the Base Prospectus.
In rendering such opinion, Xxxxxx & Dodge may rely as to
such matters governed by Florida law upon the opinion of
Xxxxxx X. XxXxxxxx, corporate counsel to the Company (provided
Xxxxxx & Dodge shall state that they believe both they and you
are justified in relying upon such opinion).
(ii) The opinion, dated as of such date, of Ropes & Gray,
counsel for the Agents, covering such matters as the Agents may
reasonably request, such counsel having received such papers and
information as they may reasonably request to enable them to pass
on such matters.
(c) On the Commencement Date and, if called for by any Purchase
Agreement, on the corresponding Settlement Date, the relevant Agents
shall have received a certificate of the Company, dated the
Commencement Date or such Settlement Date, as the case may be, and
signed by an executive officer of the Company, to the effect set forth
in Section 4(a)(iii) and to the effect that the representations and
warranties of the Company contained in this Agreement are, to the best
of his or her knowledge true and correct in all material respects as
of such date and that the Company has complied with all of the
agreements and satisfied all of the conditions on its part to be
performed or satisfied on or before such date.
(d) On the Commencement Date and, if called for by any Purchase
Agreement, on the corresponding Settlement Date,
PricewaterhouseCoopers LLP, independent public accountants, shall have
furnished to the relevant Agents a letter or letters, dated the
Commencement Date or such Settlement Date, as the case may be, in form
and substance satisfactory to such Agents containing statements and
information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial statements and
certain financial information contained in or incorporated by
reference into the Prospectus, as then amended or supplemented.
(e) On the Commencement Date and on each Settlement Date, the
Company shall have furnished to the relevant Agents such appropriate
further information, certificates and documents as they may reasonably
request.
5. Additional Agreements of the Company.
(a) Each time the Registration Statement or Prospectus is
amended or supplemented (other than by an amendment or supplement
providing solely for a change in the interest rates, redemption
provisions, amortization schedules or maturities offered on the Notes
or for a change the Agents deem to be immaterial), upon the reasonable
request of the Agent the Company will deliver or cause to be delivered
forthwith to each Agent a certificate of the Company signed by an
executive officer of the Company, dated the date of such amendment or
supplement, as the case may be, in form reasonably satisfactory to the
Agents, of the same tenor as the certificate referred to in Section
4(c) relating to the Registration Statement or the Prospectus as
amended or supplemented to the time of delivery of such certificate.
(b) Each time the Company furnishes a certificate pursuant to
Section 5(a), the Company will furnish or cause to be furnished
forthwith to each Agent a written opinion of independent counsel for
the Company. Any such opinion shall be dated the date of such
amendment or supplement, as the case may be, shall be in a form
satisfactory to the Agents and shall be of the same tenor as the
opinion referred to in Section 4(b)(i), but modified to relate to the
Registration Statement and the Prospectus as amended and supplemented
to the time of delivery of such opinion. In lieu of such opinion,
counsel last furnishing such an opinion to an Agent may furnish to
each Agent a letter to the effect that such Agent may rely on such
last opinion to the same extent as though it were dated the date of
such letter (except that statements in such last opinion will be
deemed to relate to the Registration Statement and the Prospectus as
amended or supplemented to the time of delivery of such letter.)
(c) Each time the Registration Statement or the Prospectus is
amended or supplemented to set forth amended or supplemental financial
information or such amended or supplemental information is
incorporated by reference in the Prospectus, the Company, upon the
reasonable request of the Agent, shall cause its independent public
accountants forthwith to furnish each Agent with a letter, dated the
date of such amendment or supplement, as the case may be, in form
satisfactory to the Agents, of the same tenor as the letter referred
to in Section 4(d), with regard to the amended or supplemental
financial information included or incorporated by reference in the
Registration Statement or the Prospectus as amended or supplemented to
the date of such letter.
6. Indemnity and Contribution.
(a) The Company agrees to indemnify and hold harmless each Agent
and each person, if any, who controls any Agent within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange
Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement
or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof or the Prospectus (as
amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or
liabilities are caused by (A) any such untrue statement or omission or
alleged untrue statement or omission based upon (i) information
relating to such Agent furnished to the Company in writing by such
Agent expressly for use therein or (ii) information in that part of
the Registration Statement that constitutes the Form T-1, (B) failure
to deliver the Prospectus as most recently supplemented or amended
with or prior to the written confirmation of such sale or (C) sales
made following notice pursuant to Section 3(b) and prior to delivery
of an amended or supplemented Prospectus.
(b) Each Agent agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign
the Registration Statement and each person, if any, who controls the
Company within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act to the same extent as the foregoing
indemnity from the Company to such Agent, but only with reference to
information relating to such Agent furnished to the Company in writing
by such Agent expressly for use in the Registration Statement or the
Prospect us or any amendments or supplements thereto.
(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of
which indemnity may be sought pursuant to either Section 6(a) or 6(b)
above, such person (the "indemnified party") shall promptly notify the
person against whom such indemnity may be sought (the "indemnifying
party") in writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others
the indemnifying party may designate in such proceeding and shall pay
the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to
retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to
any such proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation of
both parties by the same counsel would be inappropriate due to actual
or potential differing interests between them. It is understood that
the indemnifying party shall not, in respect of the legal expenses of
any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local
counsel) for all such indemnified parties and that all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by the Agents that are indemnified parties, in
the case of parties indemnified pursuant to Section 6(a) above, and by
the Company, in the case of parties indemnified pursuant to Section
6(b) above. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified
party from and against any loss or liability by reason of such
settlement or judgment.
(d) To the extent the indemnification provided for in Section
6(a) or 6(b) is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to
therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to
the amount paid or payable by such indemnified party as a result of
such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the
Company on the one hand and each Agent on the other hand from the
offering of such Notes or (ii) if the allocation provided by clause
6(d)(i) above is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred
to in clause 6(d)(i) above but also the relative fault of the Company
on the one hand and each Agent on the other hand in connection with
the statements or omissions that resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the
one hand and each Agent on the other hand in connection with the
offering of such Notes shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of such Notes
(before deducting expenses) received by the Company bear to the total
discounts and commissions received by each Agent in respect thereof.
The relative fault of the Company on the one hand and each Agent on
the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by such Agent and
the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. Each
Agent's obligation to contribute pursuant to this Section 6 shall be
several in the proportion that the principal amount of the Notes the
sale of which by or through such Agent gave rise to such losses,
claims, damages or liabilities bears to the aggregate principal amount
of the Notes the sale of which by or through any Agent gave rise to
such losses, claims, damages or liabilities, and not joint.
(e) The Company and the Agents agree that it would not be just
or equitable if contribution pursuant to this Section 6 were
determined by pro rata allocation (even if the Agents were treated as
one entity for such purpose) or by any other method of allocation that
does not take account of the equitable considerations referred to in
Section 6(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages and liabilities referred to in
Section 6(d) shall be deemed to include, subject to the limitations
set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this
Section 6, no Agent shall be required to contribute any amount in
excess of the amount by which the total price at which the Notes
referred to in Section 6(d) that were offered and sold to the public
through such Agent exceeds the amount of any damages that such Agent
has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 6 are not exclusive and shall not limit
any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.
(f) The indemnity and contribution provisions contained in this
Section 6, representations, warranties and other statements of the
Company, its officers and the Agents set forth in or made pursuant to
this Agreement or any Purchase Agreement will remain in full force and
effect regardless of (i) any termination of this Agreement or any such
Purchase Agreement, (ii) any investigation made by or on behalf of any
Agent or any person controlling any Agent or by or on behalf of the
Company, its officers or directors or any person controlling the
Company and (iii) acceptance of and payment for any of the Notes.
7. Position of the Agents. In acting under this Agreement and in
connection with the sale of any Notes by the Company (other than Notes sold
to an Agent pursuant to a Purchase Agreement), each Agent is acting solely
as agent of the Company and does not assume any obligation towards or
relationship of agency or trust with any purchaser of Notes. An Agent
shall m ake reasonable efforts to assist the Company in obtaining
performance by each purchaser whose offer to purchase Notes has been
solicited by such Agent and accepted by the Company, but such Agent shall
not have any liability to the Company in the event any such purchase is not
consumm ated for any reason. If the Company shall default in its
obligations to deliver Notes to a purchaser whose offer it has accepted,
the Company shall hold the relevant Agent harmless against any loss, claim,
damage or liability arising from or as a result of such default and shall,
in particular, pay to such Agent the commission it would have received had
such sale been consummated.
8. Termination. This Agreement may be terminated at any time by the
Company or, as to any Agent, by the Company or such Agent upon the giving
of written notice of such termination to the other parties hereto, but
without prejudice to any rights, obligations or liabilities of any party
hereto accrued or incurred prior to such termination. The termination of
this Agreement shall not require termination of any Purchase Agreement, and
the ter mination of any such Purchase Agreement shall not require
termination of this Agreement. If this Agreement is terminated, the
provisions of the third paragraph of Section 2(a), Section 2(c), the last
sentence of Section 3(b) and Sections 3(c), 3(h), 6, 7, 9, 10 and 13 shall
survive; provided that if at the time of termination an offer to purchase
Notes has been accepted by the Company but the time of delivery to the
purchaser or its agent of such Notes has not occurred, the provisions of
Sections 1, 2(b), 3(a), 3(d), 3(e), 3(f), 3(g), 3(i), 4 and 5 shall also
survive until such delivery has been made.
9. Notices. All communications hereunder will be in writing and
shall be deemed to have been duly given if mailed or transmitted by any
standard form of telecommunication. Notices shall be sent,
if to the Agents, to:
Citicorp Securities, Inc.
000 Xxxx Xxxxxx
0xx Xxxxx, Xxxx 0
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
and to:
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 10036
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Manager - Continuously Offered Products
with a copy to:
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxx, Investment Banking Information Center
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
and a copy to:
Ropes & Gray
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxx X. Xxxxxx
and if to the Company, to:
Tampa Electric Company
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxx
with a copy to:
Xxxxxx & Dodge LLP
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxx X. Xxxxxxxx
10. Successors. This Agreement and any Purchase Agreement will inure
to the benefit of and be binding upon the parties hereto and their
respective successors and the officers, directors and controlling persons
referred to in Section 6 and the purchasers of Notes (to the extent
expressly provided in Section 4), and no other person will have any right
or obligation hereunder.
11. Amendments. This Agreement may be amended or supplemented if,
but only if, such amendment or supplement is in writing and is signed by
the Company and each Agent; provided that the Company may from time to
time, on seven days prior written notice to the Agents but without the
consent of any Agent, amend this Agreement to add as a party hereto one or
more additional firms registered under the Exchange Act, whereupon each
such firm shall become an Agent hereunder on the same terms and conditions
as the other Agents that are parties hereto. The Agents shall sign any
amendment or supplement giving effect to the addition of any such firm as
an Agent under this Agreement.
12. Counterparts. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.
13. Applicable Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York
except with respect to its conflicts of laws principles.
14. Headings. The headings of the sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed a
part of this Agreement.
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 Company and you.
Very truly yours,
TAMPA ELECTRIC COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Treasurer
The foregoing Agreement is hereby confirmed and accepted as of the
date first above written.
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
EXHIBIT A
TAMPA ELECTRIC COMPANY
Medium-Term Notes
PURCHASE AGREEMENT
[Date]
Tampa Electric Company
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxxxx
Re: Purchase of Medium-Term Notes due [Maturity Date] (the "Notes")
Reference is made to the Agency Agreement dated July __, 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. $
Xxxxxx Xxxxxxx & Co. Incorporated $
Total. . . . . . . . . . . . $
The Notes shall be in the form of, and shall have the terms set forth
in, the Form of 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: ________________. 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:
Name:
Title:
XXXXXX XXXXXXX & CO. INCORPORATED
By:
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of the
date first above written.
TAMPA ELECTRIC COMPANY
By:
Name:
Title:
