-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ET5/nRLCLuPGZIoOrDHUPrUJOFTJEzHGbueY6kd9CbjFRatOJ0suFDHW7srx4mqN T4Fuc4AW1olywHVuVTKttg== 0000950135-01-501820.txt : 20010628 0000950135-01-501820.hdr.sgml : 20010628 ACCESSION NUMBER: 0000950135-01-501820 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010625 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAMPA ELECTRIC CO CENTRAL INDEX KEY: 0000096271 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 590475140 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05007 FILM NUMBER: 1669203 BUSINESS ADDRESS: STREET 1: 702 N FRANKLIN ST STREET 2: TECO PLZA CITY: TAMPA STATE: FL ZIP: 33602 BUSINESS PHONE: 8132284111 MAIL ADDRESS: STREET 1: TAMPA ELECTRIC CO STREET 2: TECO PLAZA 702 N FRANKLIN ST CITY: TAMPA STATE: FL ZIP: 33602 8-K 1 b39830tee8-k.txt TAMPA ELECTRIC COMPANY 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): JUNE 25, 2001 TAMPA ELECTRIC COMPANY (Exact name of registrant as specified in its charter) FLORIDA 1-5007 59-0475140 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 702 NORTH FRANKLIN STREET, TAMPA FLORIDA 33602 (Address of principal executive offices and zip code) (813) 228-4111 (Registrant's telephone number, including area code) 2 ITEM 5. OTHER In order to furnish certain exhibits for incorporation by reference into the Registration Statement on Form S-3 of Tampa Electric Company previously filed with Securities and Exchange Commission (File No. 333-55090), which Registration Statement was declared effective by the Commission on February 16, 2000, Tampa Electric Company is filing the Third Supplemental Indenture dated as of June 15, 2001 between Tampa Electric Company and The Bank of New York as Exhibit 4.2 to such Registration Statement and the 6.875% Notes due 2012 as Exhibit 4.3 to such Registration Statement. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 4.2 Third Supplemental Indenture dated as of June 15, 2001 by and between Tampa Electric Company and The Bank of New York. Filed herewith. 4.3 6.875% Notes due 2012. Filed herewith. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 27, 2001 TAMPA ELECTRIC COMPANY By: /s/ Sandra W. Callaghan --------------------------------- Sandra W. Callaghan Treasurer and Assistant Secretary 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 4.2 Third Supplemental Indenture dated as of June 15, 2001 by and between Tampa Electric Company and The Bank of New York. Filed herewith. 4.3 6.875% Notes due 2012. Filed herewith. EX-4.2 2 b39830teex4-2.txt THIRD SUPPLEMENTAL INDENTURE DATED JUNE 25, 2001 1 EXHIBIT 4.2 TAMPA ELECTRIC COMPANY and THE BANK OF NEW YORK As Trustee ------------ THIRD SUPPLEMENTAL INDENTURE dated as of June 15, 2001 Supplementing the Indenture dated as of July 1, 1998 ------------ $250,000,000 6.875% Notes Due 2012 2 TABLE OF CONTENTS
PAGE ---- ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION................... 2 Section 101. Definitions............................................................... 2 Section 102. Section References........................................................ 2 ARTICLE TWO DESIGNATION AND TERMS OF THE NOTES........................................ 2 Section 201. Establishment of Series................................................... 2 Section 202. Variations in Terms of Notes.............................................. 3 Section 203. Amount and Denominations; the Depositary.................................. 3 Section 204. Interest Rates and Interest Payment Dates................................. 3 Section 205. Form and Other Terms of the Notes......................................... 3 Section 206. Authentication and Delivery............................................... 4 Section 207. Redemption, No Sinking Fund............................................... 4 ARTICLE THREE AMENDMENTS TO ORIGINAL INDENTURE.......................................... 6 Section 301. Amendment to Correct Section 610 of Original Indenture.................... 6 Section 302. Additional Amendment to Modify Definition in the Original Indenture....... 6 Section 303. Amendment to Section 801 of Original Indenture............................ 6 Section 304. Effectiveness of Amendment under Section 303.............................. 7 ARTICLE FOUR MISCELLANEOUS............................................................. 7 Section 401. Effect On Original Indenture.............................................. 7 Section 402. Counterparts.............................................................. 7 Section 403. Recitals.................................................................. 7 Section 404. Governing Law............................................................. 7
- i - 3 This Third Supplemental Indenture, dated as of June 15, 2001, between Tampa Electric Company, 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, 702 North Franklin Street, Tampa, Florida 33602, and The Bank of New York, as trustee (hereinafter called the "TRUSTEE") and having its principal corporate trust office at 101 Barclay Street, 21st Floor West, New York, New York 10286. WITNESSETH: WHEREAS, the Company and the Trustee entered into an Indenture, dated as of July 1, 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 has requested the Trustee to join with it in the execution and delivery of this Third Supplemental Indenture in order to supplement and amend the Original Indenture by, among other things, establishing the form and terms of one series of Securities to be known as the Company's "6.875% Notes Due 2012" (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 Third 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 Third Supplemental Indenture; and WHEREAS, all things necessary to make this Third 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 THIRD 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: 4 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 Third Supplemental Indenture are hereinafter sometimes collectively referred to as the "INDENTURE." "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. "DEPOSITARY" shall have the meaning specified in Section 203 hereof. "INTEREST RATE" shall mean the annual rate of interest applicable to the Notes. "INTEREST PAYMENT DATE" shall have the meaning set forth in Section 204(a) hereof. "NOTES" shall have the meaning set forth in Section 201 hereof. "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 the Note. "RECORD DATE" shall mean the fifteenth calendar day (whether or not a Business Day) immediately preceding the related Interest Payment Date. "STATED MATURITY DATE" shall mean June 15, 2012. SECTION 102. SECTION REFERENCES Each reference to a particular section set forth in this Third Supplemental Indenture shall, unless the context otherwise requires, refer to this Third Supplemental Indenture. ARTICLE TWO DESIGNATION AND TERMS OF THE NOTES SECTION 201. ESTABLISHMENT OF SERIES There is hereby created a series of Securities to be known and designated as the "6.875% Notes Due 2012" (the "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 Notes shall constitute a single series of Securities. - 2 - 5 SECTION 202. VARIATIONS IN TERMS OF NOTES Subject to the terms and conditions set forth in the Original Indenture and in this Third Supplemental Indenture, the terms of any particular Note may vary from the terms of any other Note as contemplated by Section 301 of the Original Indenture, and the terms for a particular Note will be set forth in such 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 aggregate principal amount of Notes that may be issued under this Third Supplemental Indenture is limited to $250,000,000. The authorized denominations of Notes shall be $1,000 or integral multiples of $1,000 in excess thereof. The Notes shall be issuable only in fully registered form, without coupons, and will initially be registered in the name of The Depository Trust Company or its successor ("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 Notes shall bear interest at the annual rate set forth on the face thereof (the "INTEREST RATE") from the Original Issue Date to the Stated Maturity Date. Interest on the Notes will be payable semi-annually on June 15 and December 15 of each year (each, an "INTEREST PAYMENT DATE"), commencing on December 15, 2001. 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 205. FORM AND OTHER TERMS OF THE NOTES (a) Attached hereto as EXHIBIT A is the form of Note, which form is hereby established as the form in which Notes may be issued. (b) Subject to (a) above, any 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 Third Supplemental Indenture. - 3 - 6 SECTION 206. AUTHENTICATION AND DELIVERY As provided in and pursuant to Section 303 of the Original Indenture, each time that the Company delivers Notes to the Trustee or Authenticating Agent for authentication after the initial issuance of Notes under this Indenture, the Company shall deliver a Supplemental Company Order in the form of EXHIBIT B to this Third Supplemental Indenture for the authentication and delivery of such Notes and the Trustee or such Authenticating Agent shall authenticate and deliver such Notes. SECTION 207. REDEMPTION, NO SINKING FUND 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 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 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. "ADJUSTED TREASURY RATE" means, with respect to any redemption date: (iii) 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 - 4 - 7 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 (iv) 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. "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 the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. "INDEPENDENT INVESTMENT BANKER" means Banc of America Securities LLC and its successors, or if that firm is unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by the Company. "REFERENCE TREASURY DEALER" means: (i) Banc of America Securities LLC and its successors; provided that, if Banc of America Securities LLC 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) up to four other Primary Treasury Dealers 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 the 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 the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. - 5 - 8 ARTICLE THREE AMENDMENTS TO ORIGINAL INDENTURE SECTION 301. AMENDMENT TO CORRECT SECTION 610 OF ORIGINAL INDENTURE In order to correct a mistaken reference, pursuant to Section 901(9) of the Original Indenture, Section 610(d)(1) of the Original Indenture is hereby amended, effective immediately, to read as follows: "(d) If at any time: (1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or any Holder who has been a bona fide Holder of a Security for at least six months, or" SECTION 302. ADDITIONAL AMENDMENT TO MODIFY DEFINITION IN THE ORIGINAL INDENTURE In order to modify a provision of the Original Indenture in a manner not adversely affecting the interests of the Holders of Securities of any series in any material respect, pursuant to Section 901(9) of the Original Indenture, the definition of "Company Request" or "Company Order" in Section 101 of the Original Indenture is hereby amended, effective immediately, to read as follows: "'COMPANY REQUEST' or 'COMPANY ORDER' means a written request or order signed in the name of the Company by its President, a Vice President, its Chief Financial Officer, its Treasurer or an Assistant Treasurer and delivered to the Trustee." SECTION 303. AMENDMENT TO SECTION 801 OF ORIGINAL INDENTURE Subparagraph (1) of Section 801 of the Original Indenture is amended, effective as provided in Section 304 hereof, to read as follows: "(1) the Corporation formed by such consolidation into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety (a) shall be, if a Corporation, a Corporation organized and existing under the laws of (i) the United States of America or any State or the District of Columbia or (ii) a foreign jurisdiction and which consents to the jurisdiction of the courts of the United States of America or of any State, and (b) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;" - 6 - 9 SECTION 304. EFFECTIVENESS OF AMENDMENT UNDER SECTION 303. The amendment to the Original Indenture set forth in Section 303 hereof shall be effective upon the approval of the Holders of Outstanding Securities under the Indenture as required by Section 901(5) and Section 902 of the Original Indenture. For this purpose, the Holders of the Notes, by their acquisition thereof, shall be deemed to have approved such amendment. ARTICLE FOUR MISCELLANEOUS SECTION 401. EFFECT ON ORIGINAL INDENTURE The Third Supplemental Indenture is a supplement to the Original Indenture. As supplemented by this Third Supplemental Indenture, the Original Indenture is in all respects ratified, approved and confirmed, and the Original Indenture and this Third Supplemental Indenture shall together constitute one and the same instrument. SECTION 402. COUNTERPARTS This Third 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 403. 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 Third Supplemental Indenture. SECTION 404. GOVERNING LAW This Third Supplemental Indenture shall be governed by and construed in accordance with the laws of the jurisdiction that govern the Original Indenture and its construction. [The balance of this page intentionally left blank.] - 7 - 10 IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date and year first written above. TAMPA ELECTRIC COMPANY By: /s/ Gordon L. Gillette ------------------------------------- Name: Gordon L. Gillette Title: Senior Vice President - Finance and Chief Financial Officer THE BANK OF NEW YORK, AS TRUSTEE By: /s/ James Hall ------------------------------------- Name: James Hall Title: Vice President 11 State of Georgia ) ) SS.: County of Carroll ) On the 20th day of June, 2001 before me personally came Gordon Lindsay Gillette to me known, who, being by me duly sworn, did depose and say that s/he is Sr. V.P., Finance of TAMPA ELECTRIC COMPANY, one of the corporations described in and which executed the foregoing instrument. Glenda H. Kunz ------------------------------------ Notary Public State of New York ) ) SS.: County of New York ) On the 21st day of June, 2001 before me personally came James Hall, to me known, who, being by me duly sworn, did depose and say that he/she is Vice President of THE BANK OF NEW YORK, one of the corporations described in and which executed the foregoing instrument. Karen Katlan ------------------------------------ Notary Public 12 EXHIBIT A FORM OF NOTE [Not reproduced here to avoid unnecessary reproduction. See Exhibit 4.3 to this Current Report on Form 8-K for a copy of the executed Note.] 13 EXHIBIT B TAMPA ELECTRIC COMPANY 6.875% NOTES DUE 2012 SUPPLEMENTAL COMPANY ORDER Pursuant to Section 206 of Article Two of the Third Supplemental Indenture, dated as of June 15, 2001, to the Indenture, dated as of July 1, 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 _________, ____. TAMPA ELECTRIC COMPANY By: --------------------------------- Name: Title: Exhibit B -- 1 EX-4.3 3 b39830teex4-3.txt 6.875% NOTES DUE 2012 1 EXHIBIT 4.3 CUSIP NO.: 875127AS1 PRINCIPAL AMOUNT: $250,000,000 REGISTERED NO.: 1 TAMPA ELECTRIC COMPANY 6.875% Notes Due 2012 [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. ------------------
ORIGINAL ISSUE DATE: INTEREST PAYMENT DATES: June 15 and SINKING FUND: N/A June 25, 2001 December 15 of each year, up to but excluding June 15, 2012, commencing YIELD TO MATURITY: N/A ISSUE PRICE: 99.578% (as a percentage December 15, 2001. of principal amount) REDEMPTION: Redeemable in whole or SPECIFIED CURRENCY: U.S. dollars in part, at the Company's option, STATED MATURITY: June 15, 2012 (if other than U.S. dollars): N/A from time to time at the redemption prices described on the reverse of INTEREST RATE: To but excluding AUTHORIZED DENOMINATIONS: N/A this Note. June 15, 2012, 6.875% per annum. (Only applicable if Specified Currency is other than U.S. dollars) REMARKETING PROVISIONS: N/A DEPOSITARY: The Depository Trust Company
2 TAMPA ELECTRIC COMPANY, 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. 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. 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. 1 3 IN WITNESS WHEREOF, TAMPA ELECTRIC COMPANY has caused this instrument to be duly executed. Dated: June 25, 2001 TRUSTEE'S CERTIFICATE TAMPA ELECTRIC COMPANY OF AUTHENTICATION This is one of the series designated therein referred By: /s/ Gordon L. Gillette to in the within-mentioned -------------------------------- Indenture. Name: Gordon L. Gillette Title: Sr. Vice President - Finance, Chief Financial Officer THE BANK OF NEW YORK, as Authenticating Agent for the Trustee By: /s/ James Hall ----------------------------------- Authorized signatory 2 4 (REVERSE OF NOTE) TAMPA ELECTRIC COMPANY 6.875% Notes Due 2012 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 July 1, 1998, as supplemented by the Third Supplemental Indenture, dated as of June 15, 2001 (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, limited in aggregate principal amount to $250,000,000. 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. 3 5 "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 the 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 Banc of America Securities LLC and its successors, or if that firm is 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 and its successors; provided that, if Banc of America Securities LLC 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) up to four other Primary Treasury Dealers 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 the 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 the 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. 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 4 6 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. 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 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 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 5 7 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. 6 8 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 TAMPA ELECTRIC COMPANY 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. 7 -----END PRIVACY-ENHANCED MESSAGE-----