Fourth Supplemental Indenture to Indenture Dated August 17, 1998 between TECO Energy, Inc. and The Bank of New York, as Trustee, for $400,000,000 7.20% Notes Due 2011

Summary

This agreement is a Fourth Supplemental Indenture dated April 30, 2001, between TECO Energy, Inc. and The Bank of New York, as Trustee. It supplements the original indenture from August 17, 1998, to establish the terms for a new series of debt securities: $400 million in 7.20% Notes due 2011. The agreement sets out the interest rate, payment dates, denominations, and other terms for these notes, and amends certain provisions of the original indenture for the benefit of noteholders. The notes are unsecured and unsubordinated obligations of TECO Energy, Inc.

EX-4.28 2 b39350teex4-28.txt FOURTH SUPPLEMENTAL INDENTURE 1 TECO ENERGY, INC. and THE BANK OF NEW YORK As Trustee ------------ FOURTH SUPPLEMENTAL INDENTURE dated as of April 30, 2001 Supplementing the Indenture dated as of August 17, 1998 ------------ $400,000,000 7.20% Notes Due 2011 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 APPROVAL OF AMENDMENT TO SECTION 801 OF ORIGINAL INDENTURE.....................................6 ARTICLE FOUR MISCELLANEOUS..........................................6 Section 401. Effect On Original Indenture...........................6 Section 402. Counterparts...........................................6 Section 403. Recitals...............................................6 Section 404. Governing Law..........................................6 -i- 3 This Fourth Supplemental Indenture, dated as of April 30, 2001 between TECO Energy, Inc., a corporation duly organized and existing under the laws of the State of Florida (hereinafter called the "COMPANY") and having its principal office at TECO Plaza, 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 August 17, 1998 (the "ORIGINAL INDENTURE"), pursuant to which one or more series of debt of the Company (the "SECURITIES") may be issued from time to time; and WHEREAS, Section 201 of the Original Indenture permits the terms of any series of Securities to be established in an indenture supplemental to the Original Indenture; and WHEREAS, Section 901(7) of the Original Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders of the Securities to establish the form and terms of the Securities of any series; and WHEREAS, the Company and the Trustee have entered into supplemental indentures, including a Third Supplemental Indenture, dated as of December 1, 2000 (the "THIRD SUPPLEMENTAL INDENTURE"), pursuant to which the Company amended Section 801 of the Original Indenture; and WHEREAS, the Company has requested the Trustee to join with it in the execution and delivery of this Fourth Supplemental Indenture in order to supplement and amend the Original Indenture by, among other things, establishing the form and terms of one series of Securities to be known as the Company's "7.20% Notes Due 2011" (the "NOTES") and amending and adding certain provisions thereof for the benefit of the Holders of the Notes; and WHEREAS, the Company and the Trustee desire to enter into this Fourth Supplemental Indenture for the purposes set forth in Sections 201 and 901 of the Original Indenture as referred to above; and WHEREAS, the Company has furnished the Trustee with a Board Resolution authorizing the execution of this Fourth Supplemental Indenture; and WHEREAS, all things necessary to make this Fourth 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 FOURTH 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 4 equal and proportionate benefit of the respective holders from time to time of the Notes, as follows: ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. DEFINITIONS All capitalized terms that are used herein and not otherwise defined herein shall have the meanings assigned to them in the Original Indenture. The Original Indenture together with this Fourth 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. "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 May 1, 2011. SECTION 102. SECTION REFERENCES Each reference to a particular section set forth in this Fourth Supplemental Indenture shall, unless the context otherwise requires, refer to this Fourth 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 "7.20% Notes Due 2011" (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 Fourth 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 Fourth Supplemental Indenture is limited to $400,000,000. 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 May 1 and November 1 of each year (each, an "INTEREST PAYMENT DATE"), commencing on November 1, 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 Fourth 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 Fourth 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: (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 -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 (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. "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 Chase Securities Inc. 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) Chase Securities Inc. and its successors; provided that, if Chase Securities Inc. 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 APPROVAL OF AMENDMENT TO SECTION 801 OF ORIGINAL INDENTURE The Holders of the Notes, by their acquisition thereof, shall be deemed to have approved the amendment of Section 801 of the Original Indenture as such amendment is set forth in Section 701 of the Third Supplemental Indenture. ARTICLE FOUR MISCELLANEOUS SECTION 401. EFFECT ON ORIGINAL INDENTURE The Fourth Supplemental Indenture is a supplement to the Original Indenture. As supplemented by this Fourth Supplemental Indenture, the Original Indenture is in all respects ratified, approved and confirmed, and the Original Indenture and this Fourth Supplemental Indenture shall together constitute one and the same instrument. SECTION 402. COUNTERPARTS This Fourth 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 Fourth Supplemental Indenture. SECTION 404. GOVERNING LAW This Fourth 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.] -6- 9 IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the date and year first written above. TECO ENERGY, INC. By: /s/ Gordon L. Gillette -------------------------------------- Name: Gordon L. Gillette Title: Vice President - Finance and Chief Financial Officer THE BANK OF NEW YORK, AS TRUSTEE By: /s/ James Hall -------------------------------------- Name: James Hall Title: Vice President 10 Washington ) ) SS.: District of Columbia ) On the 27th day of April, 2001 before me personally came Gordon Gillette, to me known, who, being by me duly sworn, did depose and say that s/he is Senior Vice President, Chief Financial Officer of TECO ENERGY, INC., one of the corporations described in and which executed the foregoing instrument. /s/ Sherrita A. Barkley ------------------------------------ Notary Public State of New York ) ) SS.: County of New York ) On the 30th day of April, 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. /s/ Jean F. Newman ------------------------------------ Notary Public